Canadian Plans. With respect to the Canadian Plans, (i) the Company and its subsidiaries are in compliance with the terms of such plans and all applicable laws including any applicable Canadian pension legislation and regulations, (ii) to the extent required by law or the terms of such plan, each has been funded in accordance with the plan terms and all applicable Canadian legislation and, to the extent applicable, generally accepted actuarial principles and practices in Canada and (iii) each has been administered in accordance with its terms and there are no outstanding defaults or violations by the Company or any of its subsidiaries of any obligation required to be performed by it in connection with any such plan, except, in the case of each of the immediately preceding sub-clauses (i), (ii) and (iii), as disclosed in the Time of Sale Information and the Prospectus or as would not have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole. For the purposes of the foregoing, “Canadian Plans” means all employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, savings, stock option, stock purchase, stock appreciation, medical, dental, disability, life insurance and similar plans, programmes or arrangements that are subject to laws of any province or territory of Canada (or federal laws of Canada applicable therein), including, where applicable, regulation in respect thereof, that relate to the current or former employees, officers or directors of the Company and its subsidiaries and which are maintained, sponsored or funded by the Company or any of its subsidiaries, or under which the Company or any of its subsidiaries has any liability, other than benefit plans established pursuant to statute or any multi-employer pension plan within the meaning of any applicable Canadian pension legislation (a “Canadian Multi-Employer Pension Plan”). With respect to the Canadian Multi-Employer Pension Plans, the Company and its Subsidiaries have made all required contributions to such plans in accordance with the applicable collective agreements.
Canadian Plans. Permit any Canadian Loan Party or any of its Subsidiaries to maintain any Canadian Plan that is a defined benefit pension plan.
Canadian Plans. Each of Group and the Borrower shall cause each of the Canadian Plans to be duly qualified and administered in all material respects in compliance with, as applicable, the Supplemental Pensions Act (Québec) and the Pension Benefits Act (Ontario) and all other applicable laws (including regulations, orders and directives), and the terms of the Canadian Plans and any agreements relating thereto. Each of Group and the Borrower shall ensure that:
Canadian Plans. Notwithstanding the foregoing, the Parties agree that, to the extent permitted by applicable Law and the terms of the applicable Navy Employee Benefit Plans, Continuing Employees will continue to participate (at the sole cost and expense of the Red Lion Group) in the Canadian benefit plans listed on Exhibit B from the Separation Time through the last day of the quarter following the quarter in which the Closing Date occurs (the “TSA Benefits Transition Period”). Notwithstanding the terms of the Transition Services Agreement, at the Effective Time or, if earlier, the time that participation by Continuing Employees in the Pension Plan for Employees of Xxxxxx Drilling Canada Limited (the “Canadian Defined Contribution Plan”) is no longer commercially feasible, the applicable Continuing Employees’ active participation in the Canadian Defined Contribution Plan shall cease. Until such time as a Continuing Employee’s entitlement is settled or paid in full, Navy shall retain all Liabilities under the Canadian Defined Contribution Plan with respect to such Continuing Employee and shall retain and/or continue to administer all Assets associated with the Canadian Defined Contribution Plan (including those held under any related trust(s)) in accordance with applicable law and the terms of the Canadian Defined Contribution Plan.
Canadian Plans. All the employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former employees, officers or directors of the Canadian Borrower and the Canadian Guarantors maintained, sponsored or funded by the Canadian Borrower or the Canadian Guarantors (as the case may be), whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered. Canadian Register. See §20.3(d).
Canadian Plans. Each Canadian Plan is, and has been, established, registered, qualified, administered and invested, in compliance with the terms thereof and all Applicable Law; and no Credit Party has received, within the last seven years, any notice from any Person questioning or challenging such compliance (other than in respect of any claim related solely to that Person), and no Credit Party has knowledge of any such notice from any Person questioning or challenging such compliance beyond the last seven years. All obligations under a Canadian Plan (whether pursuant to the terms thereof or Applicable Law) have been satisfied, and there are no outstanding defaults or violations thereunder by any Credit Party or any Subsidiary of any Credit Party nor does any Credit Party or any Subsidiary of any Credit Party have knowledge of any default or violation by any other party to any Canadian Plan. All contributions or premiums required to be paid to or in respect of each Canadian Plan have been paid in a timely fashion in accordance with the terms thereof and all Applicable Law, and no taxes, penalties or fees are owing or exigible under any Canadian Plan. There is no proceeding, action, suit or claim (other than routine claims for benefits) pending or threatened involving any Canadian Plan or its assets, and no facts exist which could reasonably be expected to give rise to any such proceeding, action, suit or claim (other than routine claims for benefits). No event has occurred respecting any Canadian Plan which would entitle any Person (without the consent of the Borrower) to wind-up or terminate any Canadian Plan, in whole or in part, or which could, reasonably be expected to adversely affect the tax status thereof. There are no going concern unfunded actuarial liabilities, past service unfunded liabilities or solvency deficiencies respecting any Canadian Plan. Any prior withdrawals or transfers of assets from any Canadian Plan have complied with the terms of the relevant Canadian Plan, any funding arrangement in respect of the Canadian Plan (including all predecessor documents thereto) and any Applicable Law or regulatory requirement.
Canadian Plans. None of the Loan Parties nor any of their Subsidiaries will permit any of the following:
Canadian Plans. As soon as available, copies of any material report filed under Canadian Employee Benefits Legislation in connection with each Canadian Pension Plan, and within 30 days after the filing thereof with the FSCO or any other applicable Governmental Authority, or within 10 days of a Responsible Officer of a Canadian Loan Party having knowledge of a Pension Event which has occurred, copies of each report, valuation, request for amendment, notice of whole or partial winding up, withdrawal or termination or other variation. Documents required to be delivered pursuant to Section 6.01 or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC, OSC or other securities commissions in Canada) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date: (i) on which the Borrower Representative posts such documents, or provides a link thereto on the Borrower Representative’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower Representative’s behalf on an Internet or Intranet website, if any, to which each Revolving Credit Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower Representative shall deliver paper copies of such documents to the Administrative Agent or any Revolving Credit Lender that requests the Borrower Representative to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Revolving Credit Lender and (ii) the Borrower Representative shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Revolving Credit Lender of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower Representative shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent, but the Administrative Agent may rely on an electronic or facsimile copy until receipt of such paper copies. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, an...
Canadian Plans. With respect to the '548 Plan, Buyer hereby agrees that neither it nor any of its Subsidiaries will amend, supplement or withdraw any of the paperwork submitted to the Canadian Revenue Agency and Financial Services Commission or otherwise take any action that would reasonably be expected to impede the transfer of the '548 Plan from the Company to Atlantic. With respect to the '160 Plan, Buyer hereby agrees that neither it nor any of its Subsidiaries will amend, supplement or withdraw any of the paperwork submitted to the Canadian Revenue Agency and Financial Services Commission or otherwise take any action that would reasonably be expected to impede the wind-down of the '160 Plan. Without limiting the foregoing, from and after the Closing neither Buyer nor any of its Affiliates shall contact or otherwise communicate with the Canadian Revenue Agency and Financial Services Commission with respect to the '160 Plan or the '548 Plan without the consent of H&H Group (such consent not to be unreasonably withheld, conditioned or delayed), or otherwise take any action with respect to the '160 Plan or the '548 Plan.
Canadian Plans. As of the Effective Date, Schedule 3.30 lists all Canadian Pension Plans and all material Canadian Benefit Plans currently maintained or contributed to by Borrower. The Canadian Pension Plans are duly registered under the Income Tax Act and all other applicable laws which require registration. Each Credit Party, as applicable, has complied with and performed all of its obligations under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof, any funding agreements and all applicable laws. All employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws. To the knowledge of the Canadian Borrower (after reasonable inquiry), there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as set forth on Schedule 3.30, there are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as set forth on Schedule 3.30, each of the Canadian Pension Plans is fully funded on a solvency basis (as set out in the most recent actuarial valuation filed with the applicable Governmental Authority or, if none has been filed within the preceding 15 months, the most recent actuarial valuation prepared in an manner consistent with generally accepted actuarial principles). To the knowledge of the Canadian Borrower (after reasonable inquiry), no event has occurred respecting any Canadian Pension Plan which would entitle any Person or Governmental Authority (without the consent of the Corporation) to wind-up or terminate that Canadian Pension Plan, in whole or in part. Except as disclosed on Schedule 3.30, no Canadian Pension Plan has been partially wound-up or terminated in the past.
