Common use of Canadian Benefit and Pension Plans Clause in Contracts

Canadian Benefit and Pension Plans. To the knowledge of any Responsible Officer of the Parent or the Borrower, the Canadian Pension Plans are duly registered with the applicable Governmental Authority under the Income Tax Act (Canada) and any other Requirement of Law which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. As of the date hereof, all material, if any, obligations of each Loan Party (including fiduciary, funding, investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the terms thereof and the funding agreements therefor have been performed in a timely fashion. 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 Benefit Plans; and (ii) each Canadian Pension Plan maintained and sponsored by the 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 Pension 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 Pension Plans or the Canadian Benefit Plans have been 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 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 law 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. To 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 knowledge of any Responsible Officer of the Parent or 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 with the applicable Governmental Authority under the Income Tax Act (Canada) ITA and any other Requirement of Law applicable laws which require registration 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 is reasonably likely 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. As 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 date hereofCanadian Borrower, all materialthe Canadian Loan Parties, if any, obligations of each Loan Party (including fiduciary, funding, investment and administration obligations) or any Subsidiary thereof required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Benefit Plans and the terms thereof and the funding agreements therefor Canadian Pension Plans have been performed in on a timely fashionbasis 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 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 Benefit Pension Plans; and (ii) each . 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 maintained and sponsored by Plan, Canadian Multiemployer Pension Plan, or Canadian Benefit Plans relating to the 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 employees, former employees or their beneficiaries of the Canadian Pension 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 scheduleBorrower, where a payment schedule is required at law to reduce the unfunded liabilities. No promises of benefit improvements under the Canadian Loan Parties, or any Subsidiary thereof that has terminated, and any such Canadian Pension Plans Plans, Canadian Multiemployer Pension Plans, or the Canadian Benefit Plans have been 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 terminated in accordance with the their 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 law on account of the Canada Pension Plan, employment insurance and employee income taxes. No Pension Plan Termination Event has occurredlaw.

Canadian Benefit and Pension Plans. To the knowledge of any Responsible Officer of extent failure to comply with the Parent following representations or the Borrower, warranties could not reasonably be expected to have a Material Adverse Effect: (i) the Canadian Pension Plans (as defined in the Credit Agreement) are duly registered in accordance with the any applicable Governmental Authority under the Income Tax Act (Canada) and any other Requirement of Law law which require requires registration and no event has occurred which that is reasonably likely to cause the loss of such registered status. As of the date hereof, ; (ii) all material, if any, material obligations of each Loan Party Post Transaction Subsidiary organized under the laws of Canada or any province thereof (the “Canadian Subsidiaries”) (including fiduciary, funding, investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the terms thereof and the funding agreements therefor have been performed in a timely fashion. There ; (iii) 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 (as defined in the Loan Parties. Except as would not reasonably be expected to result in a Material Adverse Effect or as disclosed on Schedule 4.14 Credit Agreement); (iiv) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or Plans; (v) each of the Canadian Benefit Pension Plans; and (ii) each Canadian Pension Plan maintained and sponsored by the Loan Parties , 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). Schedule 4.14 hereto sets forth as ; (vi) there has been no partial termination of the dates indicated on Schedule 4.14 (x) the funding status of the any Canadian Pension Plans maintained Plan and sponsored by no facts or circumstances have occurred or existed that could result in the Loan Parties that are defined benefit plans and that are not fully funded on declaration of a going concern or solvency basis based on generally accepted actuarial principles and partial termination of any Canadian Pension Plan under applicable law; (yvii) the payment schedule, where a payment schedule is required at law to reduce the unfunded liabilities. No no promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where and in any event no such improvement would not have improvements will result in a Material Adverse Effect. All employer solvency deficiency or going concern unfunded liability in the affected Canadian Pension Plans; (viii) all contributions and or premiums required to be made or paid by each Loan Party, if any, the Canadian Subsidiaries to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and applicable law; (ix) 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 by the Canadian Subsidiaries and fully paid into such plans by in a timely manner; (x) the pension fund under each Loan Party. All 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 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 applicable law 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 law 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. To Except as could not reasonably be expected, individually or in the knowledge of any Responsible Officer of the Parent or the Borroweraggregate, to have a Material Adverse Effect: (i) the Canadian Pension Plans are duly registered with the under all applicable Governmental Authority under the Income Tax Act provincial pension benefits legislation; (Canadaii) and any other Requirement of Law which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. As all material obligations of the date hereof, all material, if any, obligations of Borrower and each Loan Party Subsidiary (including fiduciary, funding, investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans, the Canadian Benefit Plans and the terms thereof and the funding agreements therefor have been performed in a timely fashion. 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 ; (iiii) there are no outstanding disputes concerning the assets held under pursuant to any such funding agreement; (iv) all contributions or premiums required to be made by the funding agreements for Borrower or any of its Subsidiaries to the Canadian Pension Plans or and the Canadian Benefit Plans have been made in a timely fashion in accordance with the terms of such plans and applicable laws and regulations; (v) all employee contributions to the Canadian Pension Plans and the Canadian Benefit Plans required to be 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 the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion; (vii) to the knowledge of the Borrower, there have been no improper withdrawals, or applications of, the assets of any of the Canadian Pension Plans; and (iiviii) each there have been no partial terminations of any Canadian Pension Plan maintained and sponsored and, to the knowledge of the Borrower, no circumstances exist or have existed that could result, or be reasonably anticipated to result, in the declaration of a partial termination of any Canadian Pension Plan under applicable laws; (ix) no amount is owing by or in respect of any of the Loan Parties 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 (using pursuant to actuarial assumptions and methods and assumptions which are consistent with utilized in the valuations valuation last filed with the applicable Governmental Authorities governmental authorities for such plan and which are consistent with generally accepted actuarial principles). Schedule 4.14 hereto sets forth as of the dates indicated on Schedule 4.14 ; and (xxi) the funding status Borrower, after diligent enquiry, has neither any knowledge, nor any grounds for believing, that any of the Canadian Pension Plans maintained and sponsored by is the Loan Parties that are defined benefit plans and that are not fully funded on subject of an investigation, any other proceeding, an action or 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 Pension Plans or the Canadian Benefit Plans have been 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 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 law on account of the Canada Pension Plan, employment insurance and employee income taxes. No Pension Plan Termination Event has occurredclaim.

Canadian Benefit and Pension Plans. To Except as could not reasonably be expected, individually or in the knowledge of any Responsible Officer of the Parent or the Borroweraggregate, to have a Material Adverse Effect: (i) the Canadian Pension Plans are duly registered with the under all applicable Governmental Authority under the Income Tax Act provincial pension benefits legislation; (Canadaii) and any other Requirement of Law which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. As all material obligations of the date hereof, all material, if any, obligations of each Loan Party Borrowers and their respective Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans, the Canadian Benefit Plans and the terms thereof and the funding agreements therefor have been performed in a timely fashion. 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 ; (iiii) there are no outstanding disputes concerning the assets held under the pursuant to any such funding agreements for agreement; (iv) all contributions or premiums required to be made by either Borrower or any of its Subsidiaries to the Canadian Pension Plans or and the Canadian Benefit Plans have been made in a timely fashion in accordance with the terms of such plans and applicable laws and regulations; (v) all employee contributions to the Canadian Pension Plans and the Canadian Benefit Plans required to be 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 the Canadian Pension Plans and Canadian Benefit Plans required by any applicable laws or regulations have been filed or distributed in a timely fashion; (vii) to the knowledge of the Borrowers, there have been no improper withdrawals, or applications of, the assets of any of the Canadian Pension Plans; and (iiviii) each there have been no partial terminations of any Canadian Pension Plan maintained and sponsored and, to the knowledge of the Borrowers, no circumstances exist or have existed that could result, or be reasonably anticipated to result, in the declaration of a partial termination of any Canadian Pension Plan under applicable laws; (ix) no amount is owing by or in respect of any of the Loan Parties Canadian Pension Plans under the ITA 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 (using pursuant to actuarial assumptions and methods and assumptions which are consistent with utilized in the valuations valuation last filed with the applicable Governmental Authorities governmental authorities for such plan and which are consistent with generally accepted actuarial principles). Schedule 4.14 hereto sets forth as of the dates indicated on Schedule 4.14 ; and (xxi) the funding status Borrowers, after diligent enquiry, have neither any knowledge, nor any grounds for believing, that any of the Canadian Pension Plans maintained and sponsored by is the Loan Parties that are defined benefit plans and that are not fully funded on subject of an investigation, any other proceeding, an action or 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 Pension Plans or the Canadian Benefit Plans have been 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 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 law on account of the Canada Pension Plan, employment insurance and employee income taxes. No Pension Plan Termination Event has occurredclaim.