Share purchase agreement—long form pensions warranties (where target company has a defined benefit (DB) scheme)
Share purchase agreement—long form pensions warranties (where target company has a defined benefit (DB) scheme)

The following Pensions precedent provides comprehensive and up to date legal information covering:

  • Share purchase agreement—long form pensions warranties (where target company has a defined benefit (DB) scheme)

This precedent has been prepared on the basis that the drafter is acting for the buyer

Drafted on the basis that the target company (the Company) is a subsidiary of the Seller.

You are strongly advised to involve a pensions specialist at the earliest opportunity.

    1. 1

      Definitions

      For the purposes of paragraphs 2 to 9 inclusive:

      Employee means a present or former employee, officer or director of the Company [or of any Group Company] [and any other person taking part in the management of the affairs of the Company];

      Pension Scheme[s] mean[s] [[name(s) of scheme(s)] OR an arrangement or practice for the payment of, or contribution towards, an annuity, pension, lump sum, gratuity or similar benefit to be given on retirement, ill-health, death or change in service status, or pursuant to a pension sharing order, in relation to the service or historic service of an Employee or any other person, or for the benefit of that individual’s dependants].

    1. 2

      No other obligations or commitments

      Except as provided for by the Pension Scheme[s]:

      1. 2.1

        [the Company is not OR no Group Company is] participating and never has participated in any agreement or arrangement, or has entered into any obligation or commitment (whether funded or unfunded and whether legally binding or otherwise), to provide or contribute towards any pensions, annuities, lump sums, gratuities or similar benefits on retirement, ill-health, death or change in service

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