Common use of Compugraphics Plan Clause in Contracts

Compugraphics Plan. (a) On or before Closing, the Seller shall use its best efforts to replace Compugraphics with the Seller or an undertaking which is, on the date of this Agreement, a subsidiary undertaking or parent undertaking of the Seller or a subsidiary undertaking of a parent undertaking of the Seller (“Seller’s Group Undertaking”) as the principal employer in relation to the Compugraphics Plan. To the extent that the Seller encounters any diffculty or delay in effecting such change of principal employer, it shall forthwith inform the Buyer of the same and the Buyer may take whatever action of a non-financial nature it sees fit, with such assistance from the Seller as it reasonably requires, to assist in the effecting of such change of principal employer. Subject to the action envisaged by this paragraph not causing a liability under Section 75 or 75A of the Pensions Act 1995 (or any statutory modificaiton or re-enactment thereof) to arise in respect of Compugraphics, where the Seller or a Seller’s Group Undertaking replaces Compugraphics as the principal employer of the Compugraphics Plan, the Seller will procure that the new principal employer admits at least two of its employees to active membership in the Compugraphics Plan for a period of its choosing which commences as soon as reasonably practicable after Compugraphics ceases to participate in the Compugraphics Plan and ceases to employ any active members in the Compugraphics Plan. (b) In the event that such substitution of principal employer has not taken place by the Closing Date, the Seller and the Buyer shall use their respective reasonable efforts to replace Compugraphics with the Seller or a Seller’s Group Undertaking as the principal employer in relation to the Compugraphics Plan as soon as reasonably practicable after the Closing Date. (c) The Seller (where clause (a) applies) and the Buyer (where clause (b) applies) will procure that: (i) Compugraphics shall cease for the purposes of the rules of the Compugraphics Plan to participate in the Compugraphics Plan immediately on ceasing to be the principal employer of such scheme; and (ii) the Compugraphics Plan shall be amended or trustee agreement obtained to ensure that following Compugraphics’ cessation of participation in the Compugraphics Plan the liability for benefits shall be retained within the Compugraphics Plan as envisaged by the proviso to clause 24.3 of the Compugraphics Plan’s definitive deed. (d) Where Compugraphics has not ceased to participate in the Compugraphics Plan prior to the Closing Date, the Seller will procure that all active membership of the Compugraphics Plan shall terminate prior to the Closing Date. (e) The Buyer will procure that it and its Affiliates and their successors (excluding Compugraphics) shall not participate in or exercise any powers in relation to the Compugraphics Plan on or after the Closing Date. The Buyer will further procure that in respect of any period on or after the Closing Date when Compugraphics is a participating employer in the Compugraphics Plan, no other entity shall be admitted as a participating employer. (f) The Buyer will procure that no liability will accrue in the Compugraphics Plan on or after the Closing Date as a result of employees of Compugraphics participating in the Compugraphics Plan as active members on or after the Closing Date or as a result of Compugraphics taking any other action (such as augmenting benefits or exercising a discretion to increase benefits) on or after the Closing Date which results in additional liabilities accruing in the Compugraphics Plan. (g) In the event that Compugraphics has power to terminate the Compugraphics Plan on or after Closing Date, the Buyer will procure that such power is only exercised if instructed in writing by the Seller to exercise such power. (h) Where Compugraphics holds a discretionary power in relation to the Compugraphics Plan or the agreement of Compugraphics is required on or after the Closing Date in respect of any matters to be determined in respect of the Compugraphics Plan (including agreement to items relating scheme funding set out in Part 3 of the Pensions Act 2004), the Buyer will procure that Compugraphics only gives its agreement or exercises its discretion in accordance with the written instructions of the Seller. The Buyer will also use all reasonable efforts, where Compugraphics is a participating employer in the Compugraphics Plan, to facilitate the Seller’s access to the trustees of the Compugraphics Plan for the purposes of discussing matters relating to the Compugraphics Plan. (i) The Seller shall indemnify the Buyer and its Affiliates (including Compugraphics) and any of their successors (“Specified Indemnified Parties”) from and against all Losses of the Specified Indemnified Parties arising or which may arise, out of or in connection with any liability relating to the Compugraphics Plan provided that this indemnity shall not apply in respect of (i) any liability arising pursuant to section 75 of the Pensions Act 1995 (or any statutory modification or re-enactment thereof) in relation to a relevant event (as defined in section 75(6A) of the Pensions A▇▇ ▇▇▇▇ (or any statutory modification or re-enactment thereof)) occurring in respect of the Specified Indemnified Parties or (ii) in respect of any liability to the extent arising from a breach of clause (e), clause (f), clause (g) or clause (h). (j) The Seller will use its best efforts to ensure that within three years of the Closing Date, the assets and liabilities of the Compugraphics Plan are transferred into another pension plan and the Compugraphics Plan is then terminated, provided that no such action shall be required to be taken to the extent that it triggers a requirement to fund any such transferring liabilities or such receiving plan on a higher basis than a scheme funding basis. (k) The Seller shall procure that, prior to the Closing Date, consultation shall be carried out with the employees who are members of the Compugraphics Plan (the “Compugraphics Members”) to comply, so far as is possible subject to the other provisions of this Section 4.25 and the remainder of this clause (k), with the obligations to consult with Compugraphics Members under section 259 of the Pensions A▇▇ ▇▇▇▇, having first agreed the content of any communications to the Compugraphics Employees with the Buyer, whose agreement may not be unreasonably withheld or delayed.

Compugraphics Plan. (a) On or before Closing, the Seller shall use its best efforts to replace Compugraphics with the Seller or an undertaking which is, on the date of this Agreement, a subsidiary undertaking or parent undertaking of the Seller or a subsidiary undertaking of a parent undertaking of the Seller (“Seller’s Group Undertaking”) as the principal employer in relation to the Compugraphics Plan. To the extent that the Seller encounters any diffculty or delay in effecting such change of principal employer, it shall forthwith inform the Buyer of the same and the Buyer may take whatever action of a non-financial nature it sees fit, with such assistance from the Seller as it reasonably requires, to assist in the effecting of such change of principal employer. Subject to the action envisaged by this paragraph not causing a liability under Section 75 or 75A of the Pensions Act 1995 (or any statutory modificaiton or re-enactment thereof) to arise in respect of Compugraphics, where the Seller or a Seller’s Group Undertaking replaces Compugraphics as the principal employer of the Compugraphics Plan, the Seller will procure that the new principal employer admits at least two of its employees to active membership in the Compugraphics Plan for a period of its choosing which commences as soon as reasonably practicable after Compugraphics ceases to participate in the Compugraphics Plan and ceases to employ any active members in the Compugraphics Plan. (b) In the event that such substitution of principal employer has not taken place by the Closing Date, the Seller and the Buyer shall use their respective reasonable efforts to replace Compugraphics with the Seller or a Seller’s Group Undertaking as the principal employer in relation to the Compugraphics Plan as soon as reasonably practicable after the Closing Date. (c) The Seller (where clause (a) applies) and the Buyer (where clause (b) applies) will procure that: (i) Compugraphics shall cease for the purposes of the rules of the Compugraphics Plan to participate in the Compugraphics Plan immediately on ceasing to be the principal employer of such scheme; and (ii) the Compugraphics Plan shall be amended or trustee agreement obtained to ensure that following Compugraphics’ cessation of participation in the Compugraphics Plan the liability for benefits shall be retained within the Compugraphics Plan as envisaged by the proviso to clause 24.3 of the Compugraphics Plan’s definitive deed. (d) Where Compugraphics has not ceased to participate in the Compugraphics Plan prior to the Closing Date, the Seller will procure that all active membership of the Compugraphics Plan shall terminate prior to the Closing Date. (e) The Buyer will procure that it and its Affiliates and their successors (excluding Compugraphics) shall not participate in or exercise any powers in relation to the Compugraphics Plan on or after the Closing Date. The Buyer will further procure that in respect of any period on or after the Closing Date when Compugraphics is a participating employer in the Compugraphics Plan, no other entity shall be admitted as a participating employer. (f) The Buyer will procure that no liability will accrue in the Compugraphics Plan on or after the Closing Date as a result of employees of Compugraphics participating in the Compugraphics Plan as active members on or after the Closing Date or as a result of Compugraphics taking any other action (such as augmenting benefits or exercising a discretion to increase benefits) on or after the Closing Date which results in additional liabilities accruing in the Compugraphics Plan. (g) In the event that Compugraphics has power to terminate the Compugraphics Plan on or after Closing Date, the Buyer will procure that such power is only exercised if instructed in writing by the Seller to exercise such power. (h) Where Compugraphics holds a discretionary power in relation to the Compugraphics Plan or the agreement of Compugraphics is required on or after the Closing Date in respect of any matters to be determined in respect of the Compugraphics Plan (including agreement to items relating scheme funding set out in Part 3 of the Pensions Act 2004), the Buyer will procure that Compugraphics only gives its agreement or exercises its discretion in accordance with the written instructions of the Seller. The Buyer will also use all reasonable efforts, where Compugraphics is a participating employer in the Compugraphics Plan, to facilitate the Seller’s access to the trustees of the Compugraphics Plan for the purposes of discussing matters relating to the Compugraphics Plan. (i) The Seller shall indemnify the Buyer and its Affiliates (including Compugraphics) and any of their successors (“Specified Indemnified Parties”) from and against all Losses of the Specified Indemnified Parties arising or which may arise, out of or in connection with any liability relating to the Compugraphics Plan provided that this indemnity shall not apply in respect of (i) any liability arising pursuant to section 75 of the Pensions Act 1995 (or any statutory modification or re-enactment thereof) in relation to a relevant event (as defined in section 75(6A) of the Pensions A▇▇▇ ▇▇▇▇ (or any statutory modification or re-enactment thereof)) occurring in respect of the Specified Indemnified Parties or (ii) in respect of any liability to the extent arising from a breach of clause (e), clause (f), clause (g) or clause (h). (j) The Seller will use its best efforts to ensure that within three years of the Closing Date, the assets and liabilities of the Compugraphics Plan are transferred into another pension plan and the Compugraphics Plan is then terminated, provided that no such action shall be required to be taken to the extent that it triggers a requirement to fund any such transferring liabilities or such receiving plan on a higher basis than a scheme funding basis. (k) The Seller shall procure that, prior to the Closing Date, consultation shall be carried out with the employees who are members of the Compugraphics Plan (the “Compugraphics Members”) to comply, so far as is possible subject to the other provisions of this Section 4.25 and the remainder of this clause (k), with the obligations to consult with Compugraphics Members under section 259 of the Pensions A▇▇▇ ▇▇▇▇, having first agreed the content of any communications to the Compugraphics Employees with the Buyer, whose agreement may not be unreasonably withheld or delayed.