Common use of Canadian Benefit and Pension Plans Clause in Contracts

Canadian Benefit and Pension Plans. Schedule 3.10(b) is a complete and correct list of, and separately identifies all (a) Canadian Pension Plans, (b) Canadian Multiemployer Pension Plans, and (c) Canadian Retiree Benefit Plans in which the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof participate, sponsor, or maintain as of the Effective Date. The Canadian Pension Plans are duly registered under the ITA and any other applicable laws which require registration, have been administered in accordance with the ITA and such other applicable laws and administrative guidelines, and, all reports, returns and filings required to be made thereunder have been made, and no event has occurred which could be expected to cause the loss of such registered status, except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. The Canadian Benefit Plans and Canadian Pension Plans have been administered in accordance with their terms, applicable collective bargaining agreements, and administrative guidelines except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. All obligations of the Canadian Borrower, the Canadian Loan Parties, or any Subsidiary thereof required in connection with the Canadian Benefit Plans and the Canadian Pension Plans have been performed on a timely basis except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. As of the Closing Date, there are no outstanding disputes, investigations, examinations or other legal proceedings concerning the assets of the Canadian Benefit Plans or the Canadian Pension Plans that could reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. No promises of benefit improvements under the Canadian Pension Plans have been made since the date of the most recent actuarial report provided to the Lenders in respect of such Canadian Pension Plan which makes such report misleading in any material respect and, since the date of such report, there have been no benefit improvements to which members of the Canadian Pension Plans are or may become entitled which are not reflected in such actuarial report. All contributions or premiums required to be made or paid by the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof to the Canadian Benefit Plans, the Canadian Pensions, or the Canadian Multiemployer Pension Plans have been made on a timely basis in accordance with the terms of such plans, collective bargaining agreements and all applicable laws except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $10,000,000 in the aggregate. There have been no improper withdrawals or applications of the assets of the Canadian Benefit Plans or the Canadian Pension Plans. Except for liabilities which cannot be expected to exceed U.S. $10,000,000 in the aggregate, there are no liabilities in connection with any former Canadian Pension Plan, Canadian Multiemployer Pension Plan, or Canadian Benefit Plans relating to the employees, former employees or their beneficiaries of the Canadian Borrower, the Canadian Loan Parties, or any Subsidiary thereof that has terminated, and any such Canadian Pension Plans, Canadian Multiemployer Pension Plans, or Canadian Benefit Plans have been terminated in accordance with their terms and applicable law.

Canadian Benefit and Pension Plans. Schedule 3.10(bExcept as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) is a complete and correct list of, and separately identifies all (a) Canadian Pension Plans, (b) Canadian Multiemployer Pension Plans, and (c) Canadian Retiree Benefit Plans in which the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof participate, sponsor, or maintain as of the Effective Date. The Canadian Pension Plans are duly registered under all applicable provincial pension benefits legislation; (ii) all material obligations of the ITA Borrower and any other applicable laws which require registrationeach Subsidiary (including fiduciary, have been administered in accordance with the ITA funding, investment and such other applicable laws and administrative guidelines, and, all reports, returns and filings administration obligations) required to be made thereunder have been made, and no event has occurred which could be expected to cause the loss of such registered status, except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. The Canadian Benefit Plans and Canadian Pension Plans have been administered in accordance with their terms, applicable collective bargaining agreements, and administrative guidelines except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. All obligations of the Canadian Borrower, the Canadian Loan Parties, or any Subsidiary thereof required performed in connection with the Canadian Pension Plans, the Canadian Benefit Plans and the Canadian Pension Plans funding agreements therefor have been performed on in a timely basis except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. As of the Closing Date, fashion; (iii) there are no outstanding disputes, investigations, examinations or other legal proceedings disputes concerning the assets of the Canadian Benefit Plans or the Canadian Pension Plans that could reasonably be expected held pursuant to result in liabilities in excess of U.S. $25,000,000 in the aggregate. No promises of benefit improvements under the Canadian Pension Plans have been made since the date of the most recent actuarial report provided to the Lenders in respect of any such Canadian Pension Plan which makes such report misleading in any material respect and, since the date of such report, there have been no benefit improvements to which members of the Canadian Pension Plans are or may become entitled which are not reflected in such actuarial report. All funding agreement; (iv) all contributions or premiums required to be made or paid by the Canadian Borrower, the other Canadian Loan Parties Borrower or any Subsidiary thereof of its Subsidiaries to the Canadian Benefit Plans, Pension Plans and the Canadian Pensions, or the Canadian Multiemployer Pension Benefit Plans have been made on in a timely basis fashion in accordance with the terms of such plans, collective bargaining agreements plans and all applicable laws except and regulations; (v) all employee contributions to the extent that failure Canadian Pension Plans and the Canadian Benefit Plans required to comply could not reasonably be expected made by way of authorized payroll deduction have been properly withheld and fully paid into such plans in a timely fashion; (vi) all reports and disclosures relating to result the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or regulations have been filed or distributed in liabilities in excess a timely fashion; (vii) to the knowledge of U.S. $10,000,000 in the aggregate. There Borrower, there have been no improper withdrawals withdrawals, or applications of of, the assets of the Canadian Benefit Plans or any of the Canadian Pension Plans. Except for liabilities which cannot ; (viii) there have been no partial terminations of any Canadian Pension Plan and, to the knowledge of the Borrower, no circumstances exist or have existed that could result, or be expected reasonably anticipated to exceed U.S. $10,000,000 result, in the aggregate, there are no liabilities in connection with declaration of a partial termination of any former Canadian Pension Plan, Canadian Multiemployer Pension Plan, Plan under applicable laws; (ix) no amount is owing by or Canadian Benefit Plans relating to the employees, former employees or their beneficiaries in respect of any of the Canadian Pension Plans under the Income Tax Act (Canada) or any provincial taxation statute; (x) each of the Canadian Pension Plans which is a defined benefit registered pension plan is fully funded both on an ongoing basis and on a solvency basis pursuant to actuarial assumptions and methods which are utilized in the valuation last filed with the applicable governmental authorities for such plan and which are consistent with generally accepted actuarial principles; and (xi) the Borrower, after diligent enquiry, has neither any knowledge, nor any grounds for believing, that any of the Canadian Loan PartiesPension Plans is the subject of an investigation, any other proceeding, an action or any Subsidiary thereof that has terminated, and any such Canadian Pension Plans, Canadian Multiemployer Pension Plans, or Canadian Benefit Plans have been terminated in accordance with their terms and applicable lawa claim.

Canadian Benefit and Pension Plans. Schedule 3.10(b) is a complete and correct list of, and separately identifies all (a) Canadian Pension Plans, (b) Canadian Multiemployer Pension Plans, and (c) Canadian Retiree Benefit Plans in which To the Canadian knowledge of any Responsible Officer of the Parent or the Borrower, the other Canadian Loan Parties or any Subsidiary thereof participate, sponsor, or maintain as of the Effective Date. The Canadian Pension Plans are duly registered with the applicable Governmental Authority under the ITA Income Tax Act (Canada) and any other applicable laws Requirement of Law which require registration, have been administered in accordance with the ITA and such other applicable laws and administrative guidelines, and, all reports, returns and filings required to be made thereunder have been made, registration and no event has occurred which could be expected is reasonably likely to cause the loss of such registered status. As of the date hereof, except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. The Canadian Benefit Plans and Canadian Pension Plans have been administered in accordance with their termsall material, applicable collective bargaining agreementsif any, and administrative guidelines except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. All obligations of the Canadian Borrowereach Loan Party (including fiduciary, the Canadian Loan Partiesfunding, or any Subsidiary thereof investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Benefit Pension Plans and the Canadian Pension Plans terms thereof and the funding agreements therefor have been performed on in a timely basis except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. As of the Closing Date, there are no outstanding disputes, investigations, examinations or other legal proceedings concerning the assets of the Canadian Benefit Plans or the Canadian Pension Plans that could reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. No promises of benefit improvements under the Canadian Pension Plans have been made since the date of the most recent actuarial report provided to the Lenders in respect of such Canadian Pension Plan which makes such report misleading in any material respect and, since the date of such report, there have been no benefit improvements to which members of the Canadian Pension Plans are or may become entitled which are not reflected in such actuarial report. All contributions or premiums required to be made or paid by the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof to the Canadian Benefit Plans, the Canadian Pensions, or the Canadian Multiemployer Pension Plans have been made on a timely basis in accordance with the terms of such plans, collective bargaining agreements and all applicable laws except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $10,000,000 in the aggregatefashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans listed on Schedule 4.14 or the Canadian Benefit Plans maintained and sponsored by the Loan Parties. Except as would not reasonably be expected to result in a Material Adverse Effect or as disclosed on Schedule 4.14 (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Pension Benefit Plans. Except for liabilities which cannot be expected to exceed U.S. $10,000,000 in the aggregate, there are no liabilities in connection with any former ; and (ii) each Canadian Pension Plan, Canadian Multiemployer Pension Plan, or Canadian Benefit Plans relating to Plan maintained and sponsored by the employees, former employees or their beneficiaries Loan Parties is fully funded both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles). Schedule 4.14 hereto sets forth as of the dates indicated on Schedule 4.14 (x) the funding status of the Canadian BorrowerPension Plans maintained and sponsored by the Loan Parties that are defined benefit plans and that are not fully funded on a going concern or solvency basis based on generally accepted actuarial principles and (y) the payment schedule, where a payment schedule is required at law to reduce the unfunded liabilities. No promises of benefit improvements under the Canadian Loan Parties, Pension Plans or any Subsidiary thereof that has terminated, and any such Canadian Pension Plans, Canadian Multiemployer Pension Plans, or the Canadian Benefit Plans have been terminated made except where such improvement would not have a Material Adverse Effect. All employer contributions and premiums required to be made or paid by each Loan Party, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in accordance with their the terms of such plans and all Requirements of Law. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such plans by each Loan Party. All material reports and disclosures relating to the Canadian Pension Plans maintained and sponsored by the Loan Parties required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Each Loan Party has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable lawlaw on account of the Canada Pension Plan, employment insurance and employee income taxes. No Pension Plan Termination Event has occurred.

Canadian Benefit and Pension Plans. Schedule 3.10(bExcept as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) is a complete and correct list of, and separately identifies all (a) Canadian Pension Plans, (b) Canadian Multiemployer Pension Plans, and (c) Canadian Retiree Benefit Plans in which the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof participate, sponsor, or maintain as of the Effective Date. The Canadian Pension Plans are duly registered under all applicable provincial pension benefits legislation; (ii) all material obligations of the ITA Borrowers and any other applicable laws which require registrationtheir respective Subsidiaries (including fiduciary, have been administered in accordance with the ITA funding, investment and such other applicable laws and administrative guidelines, and, all reports, returns and filings administration obligations) required to be made thereunder have been made, and no event has occurred which could be expected to cause the loss of such registered status, except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. The Canadian Benefit Plans and Canadian Pension Plans have been administered in accordance with their terms, applicable collective bargaining agreements, and administrative guidelines except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. All obligations of the Canadian Borrower, the Canadian Loan Parties, or any Subsidiary thereof required performed in connection with the Canadian Pension Plans, the Canadian Benefit Plans and the Canadian Pension Plans funding agreements therefor have been performed on in a timely basis except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. As of the Closing Date, fashion; (iii) there are no outstanding disputes, investigations, examinations or other legal proceedings disputes concerning the assets of the Canadian Benefit Plans or the Canadian Pension Plans that could reasonably be expected held pursuant to result in liabilities in excess of U.S. $25,000,000 in the aggregate. No promises of benefit improvements under the Canadian Pension Plans have been made since the date of the most recent actuarial report provided to the Lenders in respect of any such Canadian Pension Plan which makes such report misleading in any material respect and, since the date of such report, there have been no benefit improvements to which members of the Canadian Pension Plans are or may become entitled which are not reflected in such actuarial report. All funding agreement; (iv) all contributions or premiums required to be made or paid by the Canadian Borrower, the other Canadian Loan Parties either Borrower or any Subsidiary thereof of its Subsidiaries to the Canadian Benefit Plans, Pension Plans and the Canadian Pensions, or the Canadian Multiemployer Pension Benefit Plans have been made on in a timely basis fashion in accordance with the terms of such plans, collective bargaining agreements plans and all applicable laws except and regulations; (v) all employee contributions to the extent that failure Canadian Pension Plans and the Canadian Benefit Plans required to comply could not reasonably be expected made by way of authorized payroll deduction have been properly withheld and fully paid into such plans in a timely fashion; (vi) all reports and disclosures relating to result the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or regulations have been filed or distributed in liabilities in excess a timely fashion; (vii) to the knowledge of U.S. $10,000,000 in the aggregate. There Borrowers, there have been no improper withdrawals withdrawals, or applications of of, the assets of the Canadian Benefit Plans or any of the Canadian Pension Plans. Except for liabilities which cannot ; (viii) there have been no partial terminations of any Canadian Pension Plan and, to the knowledge of the Borrowers, no circumstances exist or have existed that could result, or be expected reasonably anticipated to exceed U.S. $10,000,000 result, in the aggregate, there are no liabilities in connection with declaration of a partial termination of any former Canadian Pension Plan, Canadian Multiemployer Pension Plan, Plan under applicable laws; (ix) no amount is owing by or Canadian Benefit Plans relating to the employees, former employees or their beneficiaries in respect of any of the Canadian Borrower, Pension Plans under the ITA or any provincial taxation statute; (x) each of the Canadian Loan PartiesPension Plans which is a defined benefit registered pension plan is fully funded both on an ongoing basis and on a solvency basis pursuant to actuarial assumptions and methods which are utilized in the valuation last filed with the applicable governmental authorities for such plan and which are consistent with generally accepted actuarial principles; and (xi) the Borrowers, or after diligent enquiry, have neither any Subsidiary thereof knowledge, nor any grounds for believing, that has terminated, and any such of the Canadian Pension PlansPlans is the subject of an investigation, Canadian Multiemployer Pension Plansany other proceeding, an action or Canadian Benefit Plans have been terminated in accordance with their terms and applicable lawa claim.

Canadian Benefit and Pension Plans. Schedule 3.10(bTo the extent failure to comply with the following representations or warranties could not reasonably be expected to have a Material Adverse Effect: (i) is a complete and correct list of, and separately identifies all (a) Canadian Pension Plans, (b) Canadian Multiemployer Pension Plans, and (c) Canadian Retiree Benefit Plans in which the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof participate, sponsor, or maintain as of the Effective Date. The Canadian Pension Plans (as defined in the Credit Agreement) are duly registered under the ITA and any other applicable laws which require registration, have been administered in accordance with the ITA and such other any applicable laws and administrative guidelines, and, all reports, returns and filings required to be made thereunder have been made, law which requires registration and no event has occurred which could be expected that is reasonably likely to cause the loss of such registered status, except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. The Canadian Benefit Plans and Canadian Pension Plans have been administered in accordance with their terms, applicable collective bargaining agreements, and administrative guidelines except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $25,000,000 in the aggregate. All ; (ii) all material obligations of each Post Transaction Subsidiary organized under the Canadian Borrower, the Canadian Loan Parties, laws of Canada or any Subsidiary province thereof (the “Canadian Subsidiaries”) (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Benefit Pension Plans and the Canadian Pension Plans funding agreements therefor have been performed on in a timely basis except to the extent that failure to comply could not reasonably be expected to result in liabilities in excess fashion; (iii) there have been no improper withdrawals of U.S. $25,000,000 in the aggregate. As of the Closing Date, there are no outstanding disputes, investigations, examinations or other legal proceedings concerning the assets of the Canadian Benefit Pension Plans or the Canadian Benefit Plans (as defined in the Credit Agreement); (iv) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans Plans; (v) each of the Canadian Pension Plans, which is a defined benefit registered pension plan, is fully funded both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities (as defined in the Credit Agreement) and which are consistent with generally accepted actuarial principles); (vi) there has been no partial termination of any Canadian Pension Plan and no facts or circumstances have occurred or existed that could reasonably be expected to result in liabilities in excess the declaration of U.S. $25,000,000 in the aggregate. No a partial termination of any Canadian Pension Plan under applicable law; (vii) no promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made since and in any event no such improvements will result in a solvency deficiency or going concern unfunded liability in the date of the most recent actuarial report provided to the Lenders in respect of such affected Canadian Pension Plan which makes such report misleading in any material respect and, since the date of such report, there have been no benefit improvements to which members of the Canadian Pension Plans are or may become entitled which are not reflected in such actuarial report. All Plans; (viii) all contributions or premiums required to be made or paid by the Canadian Borrower, the other Canadian Loan Parties or any Subsidiary thereof Subsidiaries to the Canadian Benefit Plans, the Canadian Pensions, Pension Plans or the Canadian Multiemployer Pension Benefit Plans have been made on or paid in a timely basis fashion in accordance with the terms of such plans, collective bargaining agreements plans and applicable law; (ix) all applicable laws except employee contributions to the extent that failure to comply could not reasonably be expected to result in liabilities in excess of U.S. $10,000,000 in the aggregate. There have been no improper withdrawals Canadian Pension Plans or applications of the assets of the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected by the Canadian Subsidiaries and fully paid into such plans in a timely manner; (x) the pension fund under each Canadian Pension Plan is exempt from the payment of any income tax and there are no taxes, penalties or interest owing in respect of any such pension fund; and (xi) all material reports and disclosures relating the Canadian Pension Plans. Except for liabilities which cannot be expected to exceed U.S. $10,000,000 in the aggregate, there are no liabilities in connection with any former Canadian Pension Plan, Canadian Multiemployer Pension Plan, or Canadian Benefit Plans relating to the employees, former employees or their beneficiaries of the Canadian Borrower, the Canadian Loan Parties, or any Subsidiary thereof that has terminated, required by such plans and any such Canadian Pension Plans, Canadian Multiemployer Pension Plans, or Canadian Benefit Plans applicable law have been terminated filed or distributed in accordance with their terms and applicable lawa timely manner.