Asset & Sale Shares
Sample Warranties
Pensions
17.1 The Disclosure Letter contains a complete and accurate list and summary description of all existing pension and death benefit schemes (the “Pension Schemes”) of the Target Companies.
17.2 True and complete copies have been supplied to the Acquiring Company of all:
(a) Trust deeds, rules, notices and other documents constituting and governing each Pension Scheme;
(b) Announcements, booklets and other explanatory literature or communications issued to members of each Pension Scheme and any letters or other documents relating to arrangements for individual members or groups of members; and
(c) Policies, investment management agreements, agreements for the provision of services and any other arrangements entered into with life offices, investment managers, custodians, advisers or other persons in relation to each Pension Scheme;
17.3 The Acquiring Company has been provided with a complete list of:
(a) The present and former employees and officers of the Target Companies who are members of each Pension Scheme (including as may be appropriate current members, deferred pensioners and pensioners), together with all particulars relevant to their membership thereof or necessary to establish their actual, contingent and prospective entitlements thereunder;
(b) Those employees and officers of the Target Companies who will, if they remain in service, become eligible for membership of each Pension Scheme; and
(c) Any undertakings in relation to each Pension Scheme given to the Revenue Commissioners and all notifications of approval of each Pension Scheme by the Revenue Commissioners.
17.4 All documentation relating to each Pension Scheme is up-to-date, reflects the terms of the Pension Scheme as announced to employees and officers of the Target Companies and members of the Pension Scheme and as operated in practice.
17.5 With the exception of the Pension Schemes, there are not in existence nor has any proposal been announced or commitment given to establish any retirement, death or disability benefit scheme for officers or employees (or any dependant of any of them) of the Target Companies nor is the Target Companies under any obligation (whether legally binding or established by custom) to or in respect of any present or former officers or employees (or any dependant of any of them) of the Target Companies with regard to retirement, death or disability benefits pursuant to which the Target Companies is or may become liable to make payments and no pension or retirement or sickness gratuity is currently being paid or has been promised by the Target Companies to or in respect of any present or former officer or employee (or any dependant of any of them) of the Target Companies.
17.6 The Pension Schemes are exempt approved schemes within the meaning of Chapter 1 of Part 30 of the TCA 1997 and the Warrantor is not aware of any reason why such approval might be withdrawn.
17.7 A true copy of the latest actuarial valuation of each of the Pension Schemes which is a defined benefit scheme has been disclosed in the Disclosure Letter and the actuary who signed these valuations is the present actuary to the Pension Schemes. There has been disclosed in the Disclosure Letter the basis on which the Target Companies contributes to the Pension Schemes and the Target Companies have, since the date of the last actuarial valuation of the Pension Schemes, continued and to contribute to the Pension Schemes on such basis.
17.8 On the basis of the actuarial methods and assumptions used in the latest actuarial valuation of each of the Pension Schemes which is a defined benefit scheme, the assets of the Pension Scheme will at the date of this Agreement be sufficient to fund the benefits in payment and those prospectively and contingently payable under the Pension Schemes in respect of pensionable service credited or completed up to completion making allowance on the basis provided in the latest actuarial valuation for projected future increases in salaries.
17.9 (a) All contributions and expenses due under the Pension Schemes in respect of the period up to the date of this Agreement have been paid and applied in accordance with the provisions of the relevant Pension Scheme.
(b) The Pension Schemes have been duly administered in accordance with all applicable laws, regulations and requirements (including Revenue and trust requirements).
(c) All employees eligible for admission to membership of the Pension Schemes have been admitted to membership as of the date on which they became eligible (or declined membership when offered).
(d) All death in service benefits are fully insured at normal rates.
(e) There is no practice of granting discretionary pension increases under the Pension Schemes.
17.10 Other than as provided in the trust deeds governing each Pension Scheme disclosed under Section 17.2(a), the Target Companies have not indemnified the trustees of the Pension Scheme or anyone else against any liabilities of whatsoever nature in connection with the Pension Scheme.
17.11 Each Pension Scheme is registered with the Pensions Board as required by the Pensions Act 1990.
17.12 (a) No actions suits or claims (other than routine claims for benefits) have been made or are pending or threatened in respect of any Pension Scheme by or against the trustees of the Pension Scheme, or the Target Companies or any employer participating in any Pension Scheme; and
(b) There are no circumstances which might give rise to any such action, suit, claim or dispute under any Pension Scheme.
17.13 The Target Companies have duly complied with all their obligations under each Pension Scheme.
17.14 All information about the Pension Schemes and their members which has been supplied to the Target Companies and/or its advisers is true, complete, accurate and up-to-date and contains no omission.