Common use of Canadian Employees Clause in Contracts

Canadian Employees. (i) Except as set forth on Schedule 5.9(b) (as updated from time to time) and as of the date hereof, no Canadian Loan Party maintains or contributes to any plan other than statutory plans required by applicable law. (ii) Except as set forth in Schedule 5.9(b) and as of the date hereof, no Canadian Loan Party has or is subject to any present or future obligation or liability under any Canadian Employee Plan and any overtime pay, vacation pay, premiums for unemployment insurance, health and welfare insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been fully paid by each Canadian Loan Party or, in the case of accrued unpaid overtime pay or accrued unpaid vacation pay for Canadian Employees, has been accurately accounted for in the books and records of each Canadian Loan Party or has been reported pursuant to the collateral reporting obligation pursuant to Section 5.9(b). (iii) Schedule 5.9(b) (as updated from time to time) lists all the Canadian Pension Plans and Canadian Employee Plans applicable to the Canadian Employees of each Canadian Loan Party in respect of employment in Canada and which are currently maintained or sponsored by each Canadian Loan Party or to which each Canadian Loan Party contributes or has an obligation to contribute, except, for greater certainty, any statutory plans to which each Canadian Loan Party is obligated to contribute to or comply with under applicable law. (iv) No improvements to any Canadian Pension Plan or any Canadian Employee Plan have been promised, except such improvements as are described in the collective bargaining agreements listed in Schedule 5.9(b) (as updated from time to time), and no amendments or improvements to a Canadian Employee Plan will be made or promised by any Canadian Loan Party before the Closing Date. (v) Except as disclosed in Schedule 5.9(b) (as updated from time to time), no Canadian Loan Party provides benefits to retired Canadian Employees or to beneficiaries or dependents of retired Canadian Employees. (vi) All obligations regarding the Canadian Pension Plans and the Canadian Employee Plans (including current service contributions) have been satisfied, there are no outstanding defaults or violations by any party to any Canadian Pension Plan and any Canadian Employee Plan and no taxes, penalties or fees are owing or exigible under any of the Canadian Employee Plans, except which could not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Schedule 5.9(b), as of the date hereof, each Canadian Pension Plan and each Canadian Employee Plan is fully funded or fully insured pursuant to the actuarial assumptions and methodology set out in Schedule 5.9(b) (as updated from time to time) and, in the case of a Canadian Pension Plan, as required under the most recent actuarial valuation filed with the applicable governmental authority pursuant to generally accepted actuarial practices and principles. To the best knowledge of each Canadian Loan Party, no fact or circumstance exists that could adversely affect the tax-exempt status of a Canadian Pension Plan or Canadian Employee Plan. (vii) All contributions, assessments, premiums, fees, taxes, penalties or fines in relation to the Canadian Employees have been duly paid and there is no outstanding liability of any kind in relation to the employment of the Canadian Employees or the termination of employment of any Canadian Employee. (viii) Each Canadian Loan Party is in compliance with all requirements of Canadian Employee Benefits Legislation and health and safety, workers compensation, employment standards, labor relations, health insurance, employment insurance, protection of personal information, human rights laws and any Canadian federal, provincial or local counterparts or equivalents in each case, as applicable to the Canadian Employees and as amended from time to time.

Canadian Employees. (i) Except as set forth on Schedule 5.9(b) (as updated from time to time) and as of the date hereof, no Each Canadian Loan Party maintains will cause to be delivered to the Agent, promptly upon the Agent’s written request, a copy of each Canadian Pension Plan and Canadian Employee Plan and, if applicable, related trust agreements or contributes to any plan other than statutory plans required by applicable lawfunding instruments and all amendments thereto. (ii) Except as set forth in Schedule 5.9(b) and as of the date hereof, no Each Canadian Loan Party has or is subject shall to the extent it receives any correspondence from any Governmental Authority with respect to any present or future obligation or liability under any Canadian Employee Plan and any overtime pay, vacation pay, premiums for unemployment insurance, health and welfare insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been fully paid by each Canadian Loan Party or, in the case of accrued unpaid overtime pay or accrued unpaid vacation pay for Canadian Employees, has been accurately accounted for in the books and records of each Canadian Loan Party or has been reported pursuant to the collateral reporting obligation pursuant to Section 5.9(b). (iii) Schedule 5.9(b) (as updated from time to time) lists all the Canadian Pension Plans and Canadian Employee Plans applicable to the Canadian Employees of each Canadian Loan Party in respect of employment in Canada and which are currently maintained or sponsored by each Canadian Loan Party or to which each Canadian Loan Party contributes or has an obligation to contribute, except, for greater certainty, any statutory plans to which each Canadian Loan Party is obligated to contribute to or comply with under applicable law. (iv) No improvements to any Canadian Pension Plan or any Canadian Employee Plan have been promised, except such improvements as are described in the collective bargaining agreements listed in Schedule 5.9(b) (as updated from time to time), and no amendments or improvements to a Canadian Employee Plan will be made or promised by any Canadian Loan Party before the Closing Date. (v) Except as disclosed in Schedule 5.9(b) (as updated from time to time), no Canadian Loan Party provides benefits to retired Canadian Employees or to beneficiaries or dependents of retired Canadian Employees. (vi) All obligations regarding the Canadian Pension Plans and the Canadian Employee Plans (including current service contributions) have been satisfied, there are no outstanding defaults or violations by any party to any Canadian Pension Plan and any Canadian Employee Plan and no taxes, penalties or fees are owing or exigible under any of the Canadian Employee Plans, except which could not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Schedule 5.9(b), as of the date hereof, each Canadian Pension Plan and each Canadian Employee Plan is fully funded or fully insured pursuant to the actuarial assumptions and methodology set out in Schedule 5.9(b) (as updated from time to time) and, in the case of a Canadian Pension Plan, as required under the most recent actuarial valuation filed with the applicable governmental authority pursuant to generally accepted actuarial practices and principles. To the best knowledge of each Canadian Loan Party, no fact or circumstance exists that could adversely affect the tax-exempt status revocation of a Canadian Pension Plan or Canadian Employee Plan, promptly provide the Agent with such correspondence. Each Canadian Loan Party shall ensure that each Canadian Pension Plan or Canadian Employee Plan retains its registered status under and is administered in all material respects in accordance with the terms of the applicable Canadian Pension Plan text, funding agreement and Canadian Employee Benefits Legislation. (vii) All contributions, assessments, premiums, fees, taxes, penalties or fines in relation to the Canadian Employees have been duly paid and there is no outstanding liability of any kind in relation to the employment of the Canadian Employees or the termination of employment of any Canadian Employee. (viiiiii) Each Canadian Loan Party is will cause all reports and disclosures required by any Canadian Pension Plan or applicable Canadian Employee Benefits Legislation to be filed and distributed as required. (iv) Each applicable Canadian Loan Party shall perform in compliance all material respects all obligations (including (if applicable), funding, investment and administration obligations) required to be performed by such Canadian Loan Party in connection with each applicable Canadian Pension Plan and Canadian Employee Plan and the funding therefore; make and pay all requirements current service and, as applicable, special payments relating to solvency deficiencies under each applicable Canadian Pension Plan and pay all premiums required to be made or paid by it in accordance with the terms of each applicable Canadian Employee Plan and Canadian Employee Benefits Legislation and health withhold by way of authorized payroll deductions or otherwise collect and safetypay into the applicable Canadian Pension Plan or Canadian Employee Plan all employee contributions required to be withheld or collected by it in accordance with the terms of each applicable Canadian Pension Plan or Canadian Employee Plan, workers compensationand Canadian Employee Benefits Legislation; and ensure that, employment standards, labor relations, health insurance, employment insurance, protection of personal information, human rights laws and any Canadian federal, provincial or local counterparts or equivalents in each case, as applicable to the extent that such Canadian Employees Loan Party has a Canadian Pension Plan which is a defined benefit pension plan, that such plan is fully funded, both on an ongoing basis and as amended from time to timeon a solvency basis (using actuarial methods and assumptions which are consistent with the actuarial valuations last filed with the applicable governmental authorities and which are consistent with Canadian GAAP or IFRS).

Canadian Employees. (i) Except as set forth on Schedule 5.9(b) (as updated from time to time) and Effective as of the date hereofClosing, no all of the employees of Timken Canada, LP located at the Bedford Plant, which employees are included on Section 8.01(a) of the Disclosure Schedule (collectively the “Canadian Loan Party maintains Employees”), will be automatically, and without any further action of Timken Canada, LP, transferred to Purchaser, or contributes to a Purchasing Affiliate, as a matter and by the effect of Law, together with all Liabilities of Timken Canada, LP in respect of and in connection with each of such Canadian Employees, including any plan other than statutory plans required Liabilities under any Contracts (including employment agreements, collective bargaining agreements and similar individual or collective instruments or agreements) of Timken Canada, LP. Purchaser or such applicable Purchasing Affiliate will become the successor employer of all Canadian Employees and will assume, be bound by applicable lawand liable for any and all Liabilities of Timken Canada, LP relating to the Canadian Employees, including all Liabilities under any Contract (including employment agreements, collective bargaining agreements and similar individual or collective instruments) of Timken Canada, LP. (ii) Except as set forth From and after the Closing, Purchaser or a Purchasing Affiliate will assume all Foreign Plans of Timken Canada, LP to the extent they provide employee benefits in Schedule 5.9(brespect of Canadian Employees or retired former employees of Timken Canada, LP who were located at the Bedford Plant and, for the one (1) and year period immediately following the Closing Date, will continue offering to the Canadian Employees all Foreign Plans of Timken Canada, LP in compliance with the terms of such Foreign Plans in effect as of the date hereofof this Agreement and customary practice and shall provide or cause to be provided to the Canadian Employees base salary or base wages that are no less than the base salary and base wages provided to the Canadian Employees as of the date of this Agreement. Seller will take commercially reasonable steps to cause any Foreign Plan that is partly for the benefit of Canadian Employees and partly for the benefit of any other employees of Timken Canada, no LP to be modified according to Section 4.01 of the Disclosure Schedule. In the event that a Foreign Plan cannot be modified as indicated on Section 4.01 of the Disclosure Schedule before the Closing Date, Purchaser or the applicable Purchasing Affiliate shall provide Canadian Loan Party has Employees with Foreign Plans that are, in the aggregate, substantially comparable to those that were in place for such Canadian Employees immediately prior to the Closing. Neither Purchaser nor any such Purchasing Affiliate shall assume any Foreign Plan of Timken Canada, LP that is wholly or is subject partly for the benefit of any other employees of Timken Canada, LP who do not belong to any present or future obligation or liability under any Canadian Employee Plan the Business and any overtime pay, vacation pay, premiums for unemployment insurance, health and welfare insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been fully paid by each Canadian Loan Party are not (or, in the case of accrued unpaid overtime pay or accrued unpaid vacation pay for Canadian Employeesretired former employees, has been accurately accounted for in were not) located at the books and records of each Canadian Loan Party or has been reported pursuant to the collateral reporting obligation pursuant to Section 5.9(b)Bedford Plant. (iii) Schedule 5.9(bExcept as provided under Sections 8.01(b)(ii) and (as updated c), Purchaser shall be liable for, and shall indemnify, defend and hold harmless the Seller Indemnified Parties from time to time) lists and against, any and all Covered Losses of any Seller Indemnified Party resulting from or arising out of the Canadian Pension Employees, including Liabilities under any employment agreements, collective bargaining agreements and Foreign Plans and Canadian Employee Plans applicable relating to the Canadian Employees of each Canadian Loan Party in respect of employment in Canada and which are currently maintained or sponsored by each Canadian Loan Party or to which each Canadian Loan Party contributes or has an obligation to contribute, except, for greater certainty, any statutory plans to which each Canadian Loan Party is obligated to contribute to or comply with under applicable lawEmployees. (iv) No improvements to any Canadian Pension Plan or In case any Canadian Employee Plan have been promisedobjects to his or her transfer of employment as provided in this Agreement, except Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all Covered Losses of any Seller Indemnified Party resulting from or arising out of any such improvements as are described in the collective bargaining agreements listed in Schedule 5.9(bCanadian Employee’s termination of employment, including (A) remuneration (as updated including salary) payments for up to one (1) year from time to time), and no amendments or improvements to a Canadian Employee Plan will be made or promised by any Canadian Loan Party before the Closing Date, (B) customary or statutory severance payments and legal fees related to such termination of employment, (C) all Liabilities and entitlements under any Foreign Plan, as applicable, and (D) all damages in case of successful litigation by or settlement with a Canadian Employee. (v) Except as disclosed in Schedule 5.9(b) (as updated from time Purchaser shall, or shall cause any applicable Purchasing Affiliate to, comply with all mandatory provisions of applicable Law relating to time), no Canadian Loan Party provides the provision of remuneration and benefits to retired Canadian Employees or to beneficiaries or dependents of retired Canadian Employees. (vi) All obligations regarding the Canadian Pension Plans and the Canadian Employee Plans (including current service contributions) have been satisfied, there are no outstanding defaults or violations by any party to any Canadian Pension Plan and any Canadian Employee Plan and no taxes, penalties or fees are owing or exigible under any of the Canadian Employee Plans, except which could not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Schedule 5.9(b), as of the date hereof, each Canadian Pension Plan and each Canadian Employee Plan is fully funded or fully insured pursuant to the actuarial assumptions and methodology set out in Schedule 5.9(b) (as updated from time to time) and, in the case of a Canadian Pension Plan, as required under the most recent actuarial valuation filed with the applicable governmental authority pursuant to generally accepted actuarial practices and principles. To the best knowledge of each Canadian Loan Party, no fact or circumstance exists that could adversely affect the tax-exempt status of a Canadian Pension Plan or Canadian Employee Plan. (vii) All contributions, assessments, premiums, fees, taxes, penalties or fines in relation to the Canadian Employees have been duly paid and there is no outstanding liability of any kind in relation to the employment of the Canadian Employees or the termination of employment of any Canadian Employee. (viii) Each Canadian Loan Party is in compliance with all requirements of Canadian Employee Benefits Legislation and health and safety, workers compensation, employment standards, labor relations, health insurance, employment insurance, protection of personal information, human rights laws and any Canadian federal, provincial or local counterparts or equivalents in each case, as applicable to the Canadian Employees and as amended from time to time.

Canadian Employees. (ia) Except as set forth on Schedule 5.9(b) (as updated from time to time) and as of the date hereof, no Each Canadian Loan Party maintains or contributes will cause to any plan other than statutory plans required by applicable lawbe delivered to the Canadian Agent, promptly upon the Canadian Agent’s written request, a copy of each Canadian Pension Plan. (iib) Except as set forth in Schedule 5.9(b) and as of the date hereof, no Each Canadian Loan Party has or is subject shall to the extent it receives any correspondence from any Governmental Authority with respect to any present or future obligation or liability under any Canadian Employee Plan and any overtime pay, vacation pay, premiums for unemployment insurance, health and welfare insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments have been fully paid by each Canadian Loan Party or, in the case of accrued unpaid overtime pay or accrued unpaid vacation pay for Canadian Employees, has been accurately accounted for in the books and records of each Canadian Loan Party or has been reported pursuant to the collateral reporting obligation pursuant to Section 5.9(b). (iii) Schedule 5.9(b) (as updated from time to time) lists all the Canadian Pension Plans and Canadian Employee Plans applicable to the Canadian Employees of each Canadian Loan Party in respect of employment in Canada and which are currently maintained or sponsored by each Canadian Loan Party or to which each Canadian Loan Party contributes or has an obligation to contribute, except, for greater certainty, any statutory plans to which each Canadian Loan Party is obligated to contribute to or comply with under applicable law. (iv) No improvements to any Canadian Pension Plan or any Canadian Employee Plan have been promised, except such improvements as are described in the collective bargaining agreements listed in Schedule 5.9(b) (as updated from time to time), and no amendments or improvements to a Canadian Employee Plan will be made or promised by any Canadian Loan Party before the Closing Date. (v) Except as disclosed in Schedule 5.9(b) (as updated from time to time), no Canadian Loan Party provides benefits to retired Canadian Employees or to beneficiaries or dependents of retired Canadian Employees. (vi) All obligations regarding the Canadian Pension Plans and the Canadian Employee Plans (including current service contributions) have been satisfied, there are no outstanding defaults or violations by any party to any Canadian Pension Plan and any Canadian Employee Plan and no taxes, penalties or fees are owing or exigible under any of the Canadian Employee Plans, except which could not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in Schedule 5.9(b), as of the date hereof, each Canadian Pension Plan and each Canadian Employee Plan is fully funded or fully insured pursuant to the actuarial assumptions and methodology set out in Schedule 5.9(b) (as updated from time to time) and, in the case of a Canadian Pension Plan, as required under the most recent actuarial valuation filed with the applicable governmental authority pursuant to generally accepted actuarial practices and principles. To the best knowledge of each Canadian Loan Party, no fact or circumstance exists that could adversely affect the tax-exempt status revocation of a Canadian Pension Plan or Canadian Employment Benefit Plan, promptly provide the Canadian Agent with such correspondence. Each Canadian Loan Party shall ensure that each Canadian Pension Plan or Canadian Employee PlanPlan retains its registered status under and is administered in all material respects in accordance with the terms of the applicable Canadian Pension Plan text, funding agreement and Canadian Employee Benefits Legislation. (vii) All contributions, assessments, premiums, fees, taxes, penalties or fines in relation to the Canadian Employees have been duly paid and there is no outstanding liability of any kind in relation to the employment of the Canadian Employees or the termination of employment of any Canadian Employee. (viiic) Each Canadian Loan Party will provide to the Canadian Agent (i) upon request copies of each annual information return, actuarial report (including applicable schedules), and any applications for regulatory approval of asset withdrawals other than benefit or individual member account transfers with respect to each Canadian Pension Plan or any fund maintained in respect thereof, unless such requirement is waived by the Agents; (ii) promptly after becoming aware of any failure to withhold, make, remit or pay any employee or employer payments, contributions to a Canadian Pension Plan on a timely basis or the occurrence of or forthcoming occurrence of any event which would reasonably be expected to result in compliance the partial or full termination of any Canadian Pension Plan, written notice thereof, together with an explanation of the actions taken or proposed to be taken by any Loan Parties relating thereto; and (iii) upon request by the Agents, copies of any notifications or remittances or similar documents prepared and delivered to the trustee or custodian of any Canadian Pension Plan pursuant to section 56.1 of the Pension Benefits Act (Ontario) or similar applicable legislation in another jurisdiction. (d) Each applicable Canadian Loan Party shall perform in all requirements material respects all obligations (including (if applicable), funding, investment and administration obligations) required to be performed by such Canadian Loan Party in connection with each applicable Canadian Pension Plan and remit all contributions under each applicable Canadian Pension Plan and pay all premiums required to be made or paid by it in accordance with the terms of each applicable Canadian Employee Plan and Canadian Employee Benefits Legislation and health withhold by way of authorized payroll deductions or otherwise collect and safetypay into the applicable Canadian Pension Plan or Canadian Employee Plan all employee contributions required to be withheld or collected by it in accordance with the terms of each applicable Canadian Pension Plan or Canadian Employee Plan, workers compensation, employment standards, labor relations, health insurance, employment insurance, protection of personal information, human rights laws and any Canadian federal, provincial or local counterparts or equivalents in each case, as applicable to the Canadian Employees and as amended from time to timeEmployee Benefits Legislation.