Common use of Company Plans Clause in Contracts

Company Plans. (a) Section 2.23(a) of the Disclosure Schedule sets forth an accurate and complete list of all Company Plans applicable to current Service Providers. (b) The Company has made available to Purchaser an accurate and complete copy of (i) each writing that sets forth the terms of each Company Plan, including plan documents, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies of the Company, (iii) a written description of any Company Plan that is not otherwise in writing, (iv) all registration statements filed with respect to any Company Plan, (v) all insurance policies purchased by or to provide benefits under any Company Plan, (vi) all reports submitted since January 1, 2005 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with respect to any Company Plan and financial statements disclosing Liability for all obligations owed under any Company Plan, (vii) any other announcement or other documentation outlining benefits promises made to any current or former Service Provider of any Acquired Company relating to any Company Plan, and (viii) with respect to any Company Plan that is a pension plan, whether registered or unregistered as those terms are defined in the UK Finance Act of 2004, all communications with UK Inland Revenue regarding the tax status of any Company Plan. (c) Neither the Company nor any ERISA Affiliate has ever established, maintained or contributed to, or had an obligation to maintain or contribute to, any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or (ii) self-insured plan (including any plan pursuant to which a stop loss policy or Contract applies). The Company does not provide health or welfare benefits for any retired or former Service Provider, or their beneficiaries or dependents, nor is the Company obligated to provide health or welfare benefits to any active employee following such Service Providers’ retirement or other termination of service. (d) Each Company Plan is and at all times has been maintained, funded, operated and administered, and the Company has performed all of its obligations under each Company Plan, in each case in accordance with the terms of such Company Plan and in compliance with all applicable Law. Each Company Plan in which a U.S. Taxpayer participates that provides deferred compensation subject to Section 409A of the Code is in compliance in all respects with Section 409A in form and operation. All nonstatutory stock options granted by the Company to a U.S. Taxpayer were granted using an exercise price of not less than the fair market value of the underlying shares in accordance with Section 409A of the Code. All required tax reporting and withholding (under any applicable Law) has been properly made with respect to all Options. All contributions required to be made to any Company Plan by applicable Law and the terms of such Company Plan, and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the Closing Date, have been timely made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Current Balance Sheet. All returns, reports and filings required by any Governmental Entity or which must be furnished to any Person with respect to each Company Plan have been filed or furnished. (e) There is no unfunded Liability under any Company Plan. Since the Balance Sheet Date, no event has occurred or circumstance exists that may result (i) in an increase in premium costs of any Company Plan that is insured or (ii) an increase in the cost of any Company Plan that is self-insured. Other than routine claims for benefits submitted by participants or beneficiaries, no claim against, or Proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Company’s Knowledge, is threatened, which could reasonably be expected to result in any material Liability (by indemnification or otherwise) of the Company to any Person, and no event has occurred or circumstance exists that may give rise to any such Liability. No Proceeding has been concluded that resulted in any Liability of the Company that has not been fully discharged. (f) The consummation of the Transaction (either alone or in conjunction with any other event) will not cause accelerated vesting, payment or delivery of, or increase the amount or value of any payment or benefit under or in connection with any Company Plan or constitute a “deemed severance” or “deemed termination” under any Company Plan otherwise with respect to, any current or former Service Provider to an Acquired Company. To the extent any Acquired Company is a U.S. Taxpayer, no Acquired Company has made nor has any Acquired Company become obligated to make, and none of the Acquired Companies will as a result of the consummation of the transactions contemplated by this Agreement become obligated to make, any payments that could be nondeductible by reason of Section 280G of the Code (without regard to subsection (b)(4) thereof) or Section 162(m) of the Code (or any corresponding provision of foreign, state or local Law), nor will any Acquired Company be required to “gross up” or otherwise compensate any individual because of the imposition of any excise Tax on such a payment to the individual.

Company Plans. (ai) Section 2.23(a(u)(i) of the Disclosure Schedule Letter sets forth an accurate out a true and complete and accurate list of all the Company Plans applicable to current Service Providers. (b) The Company has made available to Purchaser an accurate Plans. A true and complete copy of each Company Plan has been made available to the Purchaser Group in the Dataroom on or prior to August 12, 2020. (iii) each writing All of the Company Plans are and have been established, administered, registered, funded, invested and qualified, in all material respects, in accordance with all applicable Laws and in accordance with their terms, the terms of the material documents that sets forth support such Company Plans and the terms of agreements between the Company or and the Company Employees and former Company Employees who are members of, or beneficiaries under, the Company Plans. (iii) All current obligations of the Company regarding the Company Plans have been satisfied in all material respects. All payments, contributions, premiums or taxes required to be made or paid by the Company or its subsidiaries, as applicable, under the terms of each Company Plan, including plan documents, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies Plan or by applicable Laws in respect of the Company, (iii) Company Plans have been made or paid in a written description timely fashion in accordance with applicable Laws in all material respects and in accordance with the terms of any Company Plan that is not otherwise in writing, (iv) all registration statements filed with respect to any the applicable Company Plan. As of the date hereof, (v) all insurance policies purchased no currently outstanding notice of non-compliance, failure to be in good standing or otherwise has been received by the Company or to provide benefits under any Company Plan, (vi) all reports submitted since January 1, 2005 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with of its subsidiaries from any applicable Governmental Entity in respect to any Company Plan and financial statements disclosing Liability for all obligations owed under any Company Plan, (vii) any other announcement or other documentation outlining benefits promises made to any current or former Service Provider of any Acquired Company relating to any Company Plan, and (viii) with respect to any Company Plan that is a pension plan, whether registered or unregistered as those terms are defined in the UK Finance Act of 2004, all communications with UK Inland Revenue regarding the tax status of any Company Plan. (civ) Neither Except as set forth in Section (u)(iv) of the Disclosure Letter, no Company nor Plan exists that, as a result of the execution of this Agreement, Shareholder approval of the Arrangement or the transactions contemplated by this Agreement, could result in: (A) severance pay or any ERISA Affiliate has ever establishedmaterial increase in severance pay upon any termination of employment after the date of this Agreement; (B) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, maintained materially increase the amount payable or contributed to, or had an result in any other material obligation to maintain or contribute pursuant to, any (i) “employee benefit plan” (within of the meaning of Section 3(3) of ERISA) Company Plans; or (iiC) self-insured plan (including any plan pursuant to which a stop loss policy limit or Contract applies). The Company does not provide health or welfare benefits for any retired or former Service Provider, or their beneficiaries or dependents, nor is restrict the right of the Company obligated to provide health merge, amend or welfare benefits to terminate any active employee following such Service Providers’ retirement or other termination of servicethe Company Plans. (dv) Each The Company has no formal plan and has made no promise or commitment, whether legally binding or not, to create any additional Company Plan to improve or change the benefits provided under any Company Plan. (vi) All Employee data necessary to administer each Company Plan is in the possession of the Company, or agents and at all times has been maintained, funded, operated and administered, and is in a form which is sufficient for the proper administration of the Company has performed all of its obligations under each Company Plan, in each case Plans in accordance with the terms of such Company Plan and in compliance with all applicable Law. Each Company Plan in which a U.S. Taxpayer participates that provides deferred compensation subject to Section 409A of the Code is in compliance in all respects with Section 409A in form and operation. All nonstatutory stock options granted by the Company to a U.S. Taxpayer were granted using an exercise price of not less than the fair market value of the underlying shares in accordance with Section 409A of the Code. All required tax reporting and withholding (under any applicable Law) has been properly made with respect to all Options. All contributions required to be made to any Company Plan by applicable Law and the terms of such Company Plan, thereof and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the Closing Date, have been timely made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Current Balance Sheet. All returns, reports Laws and filings required by any Governmental Entity or which must be furnished to any Person with respect to each Company Plan have been filed or furnishedsuch data is complete and correct. (e) There is no unfunded Liability under any Company Plan. Since the Balance Sheet Date, no event has occurred or circumstance exists that may result (i) in an increase in premium costs of any Company Plan that is insured or (ii) an increase in the cost of any Company Plan that is self-insured. Other than routine claims for benefits submitted by participants or beneficiaries, no claim against, or Proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Company’s Knowledge, is threatened, which could reasonably be expected to result in any material Liability (by indemnification or otherwise) of the Company to any Person, and no event has occurred or circumstance exists that may give rise to any such Liability. No Proceeding has been concluded that resulted in any Liability of the Company that has not been fully discharged. (f) The consummation of the Transaction (either alone or in conjunction with any other event) will not cause accelerated vesting, payment or delivery of, or increase the amount or value of any payment or benefit under or in connection with any Company Plan or constitute a “deemed severance” or “deemed termination” under any Company Plan otherwise with respect to, any current or former Service Provider to an Acquired Company. To the extent any Acquired Company is a U.S. Taxpayer, no Acquired Company has made nor has any Acquired Company become obligated to make, and none of the Acquired Companies will as a result of the consummation of the transactions contemplated by this Agreement become obligated to make, any payments that could be nondeductible by reason of Section 280G of the Code (without regard to subsection (b)(4) thereof) or Section 162(m) of the Code (or any corresponding provision of foreign, state or local Law), nor will any Acquired Company be required to “gross up” or otherwise compensate any individual because of the imposition of any excise Tax on such a payment to the individual.

Company Plans. (ai) A complete and accurate copy of all material health, medical, dental, welfare, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, change in control, retention, severance, bonus, share purchase, share compensation, fringe benefit, retiree medical, disability, pension, retirement or supplemental retirement plans and each other material employee or director compensation or benefit plan, policy, trust, fund, agreement or arrangement for the benefit of current or former directors of the Company or any Subsidiary, Company Employees or former Company Employees, which are maintained or sponsored by, contributed to, or binding upon the Company or any Principal Subsidiary or in respect of which the Company or any Principal Subsidiary has had or has any actual or potential liability (collectively, the “Company Plans”) is contained in the Data Room and listed in the Company Disclosure Letter. Each Company Plan which is intended to be qualified within the meaning of Section 2.23(a401(a) of the Disclosure Schedule sets forth an accurate United States Internal Revenue Code of 1986, as amended (“IRC”) is so qualified and complete list has received a favourable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of all Company Plans applicable to current Service Providerssuch qualification. (bii) The All of the Company has Plans are and have been established, administered, registered, funded, invested and qualified, in all material respects, in accordance with all applicable Laws, and in accordance with their terms, the terms of the material documents that support such Company Plans and the terms of agreements between the Company or any of its Principal Subsidiaries and the Company Employees and former Company Employees who are members of, or beneficiaries under, the Company Plans. (iii) All current obligations of the Company and any of its Principal Subsidiaries regarding the Company Plans have been satisfied in all material respects. All contributions, premiums or taxes required to be made available to Purchaser an accurate and complete copy of (i) each writing that sets forth or paid by the Company or its Principal Subsidiaries, as applicable, under the terms of each Company Plan, including plan documents, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies Plan or by applicable Laws in respect of the Company, (iii) Company Plans have been made in a written description timely fashion in accordance with applicable Laws in all material respects and in accordance with the terms of any Company Plan that is not otherwise in writing, (iv) all registration statements filed with respect to any the applicable Company Plan. As of the date hereof, (v) all insurance policies purchased no currently outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by the Company or to provide benefits under any Company Plan, (vi) all reports submitted since January 1, 2005 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with Principal Subsidiary from any applicable Governmental Entity in respect to any Company Plan and financial statements disclosing Liability for all obligations owed under any Company Plan, (vii) any other announcement or other documentation outlining benefits promises made to any current or former Service Provider of any Acquired Company relating to any Company Plan, and (viii) with respect to any Company Plan that is a pension or retirement plan. (iv) To the knowledge of the Company, whether no Company Plan is subject to any pending Proceeding initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) and, to the knowledge of the Company, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such Proceeding or to affect the registration or qualification of any Company Plan required to be registered or unregistered as those terms are defined qualified. (v) To the knowledge of the Company, no event has occurred regarding any Company Plan that would entitle any person (without the consent of the Company) to wind-up or terminate any Company Plan, in the UK Finance Act of 2004whole or in part, all communications with UK Inland Revenue regarding or which could reasonably be expected to adversely affect the tax status thereof or create a material liability to the Company or any of any its Principal Subsidiaries if such Company PlanPlan were terminated, in whole or in part. (cvi) Neither the Company nor any ERISA Affiliate of its Principal Subsidiaries has ever establishedreceived any payments of surplus out of any Company Plan and any payments, maintained distributions or contributed towithdrawals from, or had an obligation transfers of assets to maintain or contribute tofrom, any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or (ii) self-insured plan (including any plan pursuant to which a stop loss policy or Contract applies). The Company does not provide health or welfare benefits for any retired or former Service Provider, or their beneficiaries or dependents, nor is the Company obligated to provide health or welfare benefits to any active employee following such Service Providers’ retirement or other termination of service. (d) Each Company Plan is and at have been made in all times has been maintained, funded, operated and administered, and the Company has performed all of its obligations under each Company Plan, in each case material respects in accordance with the terms of such Company Plan and in compliance with all applicable Law. Each Company Plan in which a U.S. Taxpayer participates that provides deferred compensation subject to Section 409A of the Code is in compliance in all respects with Section 409A in form and operation. All nonstatutory stock options granted by the Company to a U.S. Taxpayer were granted using an exercise price of not less than the fair market value of the underlying shares in accordance with Section 409A of the Code. All required tax reporting and withholding (under any applicable Law) has been properly made with respect to all Options. All contributions required to be made to any Company Plan by applicable Law and the valid terms of such Company Plan, applicable collective bargaining agreements and all premiums due or payable applicable Laws and have occurred with respect to insurance policies funding the consent of any Company Plan, for any period through the Closing Date, have been timely made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Current Balance Sheet. All returns, reports and filings required by any applicable Governmental Entity or which must be furnished to any Person with respect to each Company Plan have been filed or furnished(where required). (evii) Any merger or conversion of any Company Plan has been carried out in accordance with the valid terms of the Company Plan and all applicable Laws and has been approved by the applicable Governmental Entities. (viii) No Company Plan is a “multi-employer pension plan,” as defined under applicable Law. (ix) There is are no material unfunded Liability under any Company Plan. Since the Balance Sheet Date, no event has occurred or circumstance exists that may result (i) liabilities in an increase in premium costs respect of any Company Plan that is insured a registered or qualified pension plan (ii) an increase in the cost of any Company Plan that is self-insured. Other than routine claims for benefits submitted as defined by participants applicable Law), including going concern unfunded liabilities, solvency differences or beneficiaries, no claim against, or Proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Company’s Knowledge, is threatened, which could reasonably be expected to result in any material Liability (by indemnification or otherwise) of the Company to any Person, and no event has occurred or circumstance exists that may give rise to any such Liability. No Proceeding has been concluded that resulted in any Liability of the Company that has not been fully dischargedwind up deficiencies where applicable. (fx) The consummation of the Transaction (either alone or in conjunction with any other event) will not cause accelerated vesting, payment or delivery of, or increase the amount or value of any payment or benefit under or in connection with any No Company Plan or constitute a “deemed severance” or “deemed termination” under any Company Plan otherwise with respect toexists that, any current or former Service Provider to an Acquired Company. To the extent any Acquired Company is a U.S. Taxpayer, no Acquired Company has made nor has any Acquired Company become obligated to make, and none of the Acquired Companies will as a result of the consummation execution of this Agreement, Shareholder approval of the Arrangement, or the transactions contemplated by this Agreement become obligated to make(whether alone or in connection with any subsequent event(s)), could result in (A) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (B) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Company Plans, (C) limit or restrict the right of the Company to merge, amend or terminate any of the Company Plans, (D) cause the Company to record additional compensation expense on its income statement with respect to any outstanding stock option or other equity-based award or (E) payments that could under any of the Company Plans which would not be nondeductible by reason of deductible under Section 280G of the Code IRC. (xi) To the knowledge of the Company (having taken appropriate actuarial advice but without regard having carried out a full actuarial valuation): (A) the liabilities of the CHC Scotia Pension Scheme (the “UK Pension Plan”) did not exceed its assets by more than £9.9 million as of May 30, 2007; and (B) if the UK Pension Plan were to subsection be wound up as at the date hereof the liabilities of the UK Pension Plan would exceed its assets by no more than £9.9 million referred to above. A copy of the CHC Scotia Pension Scheme Valuation Modelling Results — Updated June 2007 report by Aon is included in the Company Disclosure Letter. (b)(4xii) thereofNeither the Company nor any of its Principal Subsidiaries: (A) has, whether by ceasing to participate in any occupational pension scheme or otherwise, become liable to pay any debt under Sections 75 or 75A of the UK Pensions Axx 0000; (B) has been issued with a restoration order, a contribution notice or financial support direction under UK Pensions Axx 0000 in relation to any pension arrangement and, to the knowledge of the Company, no facts or circumstances exist under which the Pensions Regulator established pursuant to the UK Pensions Axx 0000 could impose a contribution notice or financial support direction under Sections 38 or 43 of the UK Pensions Axx 0000; and (C) is a connected person or associated person (in each case as interpreted under Section 162(m51 of the UK Pensions Act 2004) of any employer under any defined benefit occupational pension scheme applicable to employees in the Code United Kingdom (or any corresponding provision of foreign, state or local Lawother than the UK Pension Plan), nor will any Acquired Company be required to “gross up” or otherwise compensate any individual because of the imposition of any excise Tax on such a payment to the individual.

Company Plans. (a) Section 2.23(a4.9(a) of the Company Disclosure Schedule Letter sets forth an a complete and accurate and complete list of all each material Company Plan (other than any offer letter or other employment Contract that (i) is terminable “at-will”, (ii) is terminable following a notice period imposed by applicable Law, or (iii) does not materially deviate from the Company’s standard form made available to Parent prior to the Agreement Date) and separately identifies those material Company Plans applicable maintained outside of the United States primarily for the benefit of employees of the Company or any of its Subsidiaries working outside of the United States (such plans hereinafter being referred to current Service Providersas “Non-U.S. Company Plans”). (b) The With respect to each material Company Plan, the Company has made available to Purchaser an accurate Parent true and complete copy correct copies of the following documents (if applicable): (i) each writing that sets forth the terms of each Company Plan, including plan documents, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies of the Company, (iii) a written description of any Company Plan that is not otherwise in writingand all amendments thereto, (iv) all registration statements filed if any, or, with respect to any unwritten Company Plan, a summary of the material terms thereof; (ii) the current summary plan description of each Company Plan and any material modifications thereto, if any, or any written summary provided to participants with respect to any plan for which no summary plan description exists; (iii) the most recent determination letter (or if applicable, advisory or opinion letter) from the Internal Revenue Service or other Governmental Authority; (iv) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Authority, if any; (v) all insurance policies purchased by or to provide benefits under material non-routine communications with any Governmental Authority regarding any Company Plan, (vi) all reports submitted since January 1, 2005 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with respect to any Company Plan ; and financial statements disclosing Liability for all obligations owed under any Company Plan, (vii) any other announcement the most recent financial statements and actuarial or other documentation outlining benefits promises made to any current or former Service Provider of any Acquired Company relating to any Company Plan, and (viii) valuation reports prepared with respect to any Company Plan that is a pension plan, whether registered or unregistered as those terms are defined in the UK Finance Act of 2004, all communications with UK Inland Revenue regarding the tax status of any Company Planthereto. (c) Neither the Company nor any other Person that would be or, at any relevant time, would have been considered, a single employer with the Company under the Code or ERISA Affiliate has ever establishedduring the past six (6) years maintained, maintained or contributed to, or had an been required to contribute to and neither the Company nor any Company Subsidiary has any current or contingent liability or obligation to maintain under or contribute with respect to, any (i) a plan subject to Title IV of ERISA or Code Section 412, including any “employee single employer” defined benefit plan or any “multiemployer plan” each as defined in Section 4001 of ERISA, (ii) a “multiple employer plan” as defined in Section 413(c) of the Code, or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(33(40) of ERISA) or (ii) self-insured plan (including any plan pursuant to which a stop loss policy or Contract applies). The Company does not provide health or welfare benefits for any retired or former Service Provider, or their beneficiaries or dependents, nor is the Company obligated to provide health or welfare benefits to any active employee following such Service Providers’ retirement or other termination of service. (d) Each Company Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code or receive any other favorable tax treatment, is so qualified and at all times is the subject of a favorable determination letter (or, if applicable, advisory or opinion letter) from the Internal Revenue Service that has not been revoked or meets the requirements for such treatment and, to the Knowledge of the Company, no event has occurred and no facts or conditions exist that would reasonably be expected to adversely affect the qualified status of any such Company Plan or result in the imposition of any liability, penalty or Tax under ERISA, the Code or other applicable Law. No “prohibited transaction,” within the meaning of Section 4975 of the Code or breach of fiduciary duty has occurred with respect to any Company Plan. (e) Except to the extent required under Section 601 et seq. of ERISA or 4980B of the Code (or any other similar state or local Law) for which the covered Person bears the full cost of coverage, neither the Company or any Company Subsidiary nor any Company Plan has any present or future obligation to provide post-employment or post-termination welfare benefits to or make any payment to, or with respect to, any Person including any former employee, officer or director or contractor of the Company or any Company Subsidiary, or any current or former Company Employee pursuant to any retiree medical benefit plan or other retiree welfare plan or Company Plan. (f) Each Company Plan and Non-U.S. Company Plans have been established, maintained, funded, operated and administered, and the Company has performed all of its obligations under each Company Plan, in each case administered in accordance with the terms of such Company Plan its provisions and in material compliance with all applicable provisions of ERISA, the Code and other applicable Law. Each Company Plan in which a U.S. Taxpayer participates that provides deferred compensation subject to Section 409A of the Code is in compliance in all respects with Section 409A in form All payments and operation. All nonstatutory stock options granted by the Company to a U.S. Taxpayer were granted using an exercise price of not less than the fair market value of the underlying shares in accordance with Section 409A of the Code. All required tax reporting and withholding (under any applicable Law) has been properly made with respect to all Options. All contributions required to be made to any Company Plan by applicable Law and under the terms of such Company Plan, and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the Closing Date, have been timely made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Current Balance Sheet. All returns, reports and filings required by any Governmental Entity or which must be furnished to any Person with respect to each Company Plan have been filed made or furnished. (e) There is no unfunded Liability under any Company Plan. Since the Balance Sheet Date, no event amount of such payment or contribution obligation has occurred or circumstance exists that may result (i) in an increase in premium costs of any Company Plan that is insured or (ii) an increase been reflected in the cost of any Company Plan that is self-insuredSEC Reports which are publicly available prior to the Agreement Date. Other than routine No disputed claims for benefits submitted by participants or beneficiaries, no claim against, or Legal Proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Knowledge of the Company’s Knowledge, threatened in connection with any Company Plan, other than routine claims for benefits that have been or are being handled through an administrative claims procedure. (g) All Non-U.S. Company Plans comply in all material respects with applicable local Law, and all such plans that are intended to be funded and/or book-reserved are funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions. As of the date hereof, there is threatenedno pending or, which could reasonably be expected to result the Knowledge of the Company, threatened material litigation relating to any Non-U.S. Company Plan. (h) Neither the Company nor any Company Subsidiary maintains any obligations to indemnify, “gross-up” or reimburse any individual in respect of any material Liability (Taxes or related interest or penalties incurred by indemnification such individual, including under Sections 409A or 4999 of the Code or otherwise. (i) Except as set forth in ‎Section 4.9(i) of the Company to any PersonDisclosure Letter, and no event has occurred or circumstance exists that may give rise to any such Liability. No Proceeding has been concluded that resulted in any Liability neither the execution of this Agreement nor the Company that has not been fully discharged. (f) The consummation of the Transaction Transactions (either alone or in conjunction with any other event, including any termination of employment on or following the Effective Time) will not cause accelerated (i) entitle any current or former director, officer, Company Employee or individual independent contractor to any material compensation or benefits, (ii) accelerate the time of payment or vesting, payment or delivery of, or increase the amount or value of trigger any payment or benefit funding, of any material compensation or benefits or trigger any other material obligation under or in connection with any Company Plan or constitute a “deemed severance” otherwise, (iii) result in any breach or “deemed termination” violation of, default under or limit the Company’s right to amend, modify or terminate any Company Plan otherwise with respect toor (iv) give rise to payments or benefits that, any current separately or former Service Provider to an Acquired Company. To in the extent any Acquired Company is a U.S. Taxpayeraggregate, no Acquired Company has made nor has any Acquired Company become obligated to make, and none of the Acquired Companies will as a result of the consummation of the transactions contemplated by this Agreement become obligated to make, any payments that could be nondeductible by reason of to the payor under Section 280G of the Code (without regard to subsection (b)(4) thereof) or Section 162(m) of the Code (or any corresponding provision of foreign, state or local Law), nor will any Acquired Company be required to “gross up” or otherwise compensate any individual because of the imposition of any would result in an excise Tax on such a payment to any recipient under Section 4999 of the individualCode.

Company Plans. (ai) Section 2.23(a) of the The Company Disclosure Schedule sets forth an accurate and Letter contains a complete list of all material health, welfare, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension or supplemental retirement plans and other material employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements for the benefit of directors or former directors of the Company Plans applicable or any of its subsidiaries, Company Employees or former Company Employees, which are maintained by or binding upon the Company or any of its subsidiaries or in respect of which the Company or any of its subsidiaries has any actual or potential liability (but, for greater certainty, excluding any plans maintained by a Governmental Entity pursuant to current Service Providersstatute) (collectively, the “Company Plans”). (bii) The All of the Company has Plans are and have been established, registered, qualified, funded and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms, the terms of the material documents that support such Company Plans and the terms of agreements between the Company and/or any of its subsidiaries, as the case may be, and their respective Company Employees and former Company Employees who are members of, or beneficiaries under, the Company Plans. (iii) All current obligations of the Company or any of its subsidiaries regarding the Company Plans have been satisfied in all material respects. All contributions, premiums or Taxes required to be made available to Purchaser an accurate and complete copy or paid by the Company or any of (i) each writing that sets forth its subsidiaries, as the case may be, under the terms of each Company Plan, including plan documents, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies Plan or by applicable Laws in respect of the Company, (iii) Company Plans have been made in a written description timely fashion in accordance with applicable Laws in all material respects and in accordance with the terms of any the applicable Company Plan that is not in all material respects. As of the date hereof, no currently outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by the Company or any of its subsidiaries from any applicable Governmental Entity in writing, (iv) all registration statements filed with respect to any Company Plan, (v) all insurance policies purchased by or to provide benefits under any Company Plan, (vi) all reports submitted since January 1, 2005 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with respect to any Company Plan and financial statements disclosing Liability for all obligations owed under any Company Plan, (vii) any other announcement or other documentation outlining benefits promises made to any current or former Service Provider of any Acquired Company relating to any Company Plan, and (viii) with respect to any Company Plan that is a pension or retirement plan. (iv) To the knowledge of the Company, whether no Company Plan is subject to any pending Proceeding initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) and, to the knowledge of the Company, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such Proceeding or to affect the registration or qualification of any Company Plan required to be registered or unregistered qualified. (v) The Company and its subsidiaries have no liability or obligations in respect of any plan or arrangement which provides pensions on a defined benefit basis (but, for greater certainty, excluding any plans maintained by a Governmental Entity pursuant to statute). (vi) Except as those terms are defined set out in the UK Finance Act of 2004Company Disclosure Letter, all communications with UK Inland Revenue regarding the tax status of Arrangement will not result in or require any payment or severance, or the acceleration, vesting or increase in benefits under any Company Plan. (cvii) Neither Except as set out in the Company nor any ERISA Affiliate has ever establishedDisclosure Letter, maintained or contributed to, or had an obligation to maintain or contribute to, any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or (ii) self-insured plan (including any plan pursuant to which a stop loss policy or Contract applies). The Company does not provide health or welfare benefits for any retired or former Service Provider, or their beneficiaries or dependents, nor is the Company obligated to provide health or welfare benefits to any active employee following such Service Providers’ retirement or other termination of service. (d) Each Company Plan is and at all times has been maintained, funded, operated and administered, and the Company has performed all of its obligations under each Company Plan, in each case in accordance with the terms of such Company Plan and in compliance with all applicable Law. Each Company Plan in which a U.S. Taxpayer participates that provides deferred compensation subject no material liability or obligation to Section 409A of the Code is in compliance in all respects with Section 409A in form and operation. All nonstatutory stock options granted by the Company to a U.S. Taxpayer were granted using an exercise price of not less than the fair market value of the underlying shares in accordance with Section 409A of the Code. All required tax reporting and withholding (under any applicable Law) has been properly made with respect to all Options. All contributions required to be made to any Company Plan by applicable Law and the terms of such Company Plan, and all premiums due provide post-retirement benefits for former or payable with respect to insurance policies funding any Company Plan, for any period through the Closing Date, have been timely made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Current Balance Sheet. All returns, reports and filings required by any Governmental Entity or which must be furnished to any Person with respect to each Company Plan have been filed or furnished. (e) There is no unfunded Liability under any Company Plan. Since the Balance Sheet Date, no event has occurred or circumstance exists that may result (i) in an increase in premium costs of any Company Plan that is insured or (ii) an increase in the cost of any Company Plan that is self-insured. Other than routine claims for benefits submitted by participants or beneficiaries, no claim against, or Proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Company’s Knowledge, is threatened, which could reasonably be expected to result in any material Liability (by indemnification or otherwise) retired employees of the Company or to any Person, and no event has occurred or circumstance exists that may give rise to any such Liability. No Proceeding has been concluded that resulted in any Liability of the Company that has not been fully discharged. (f) The consummation of the Transaction (either alone or in conjunction with any other event) will not cause accelerated vesting, payment or delivery of, or increase the amount or value of any payment or benefit under or in connection with any Company Plan or constitute a “deemed severance” or “deemed termination” under any Company Plan otherwise with respect to, any current or former Service Provider to an Acquired Company. To the extent any Acquired Company is a U.S. Taxpayer, no Acquired Company has made nor has any Acquired Company become obligated to make, and none of the Acquired Companies will as a result of the consummation of the transactions contemplated by this Agreement become obligated to make, any payments that could be nondeductible by reason of Section 280G of the Code (without regard to subsection (b)(4) thereof) or Section 162(m) of the Code (or any corresponding provision of foreign, state or local Law), nor will any Acquired Company be required to “gross up” or otherwise compensate any individual because of the imposition of any excise Tax on such a payment to the individual.

Company Plans. (ai) A complete and accurate copy of all material health, medical, dental, welfare, supplemental unemployment benefit, bonus, profit sharing, option, insurance, incentive, incentive compensation, deferred compensation, change in control, retention, severance, bonus, share purchase, share compensation, fringe benefit, retiree medical, disability, pension, retirement or supplemental retirement plans and each other material employee or director compensation or benefit plan, policy, trust, fund, agreement or arrangement for the benefit of current or former directors of the Company or any Subsidiary, Company Employees or former Company Employees, which are maintained or sponsored by, contributed to, or binding upon the Company or any Principal Subsidiary or in respect of which the Company or any Principal Subsidiary has had or has any actual or potential liability (collectively, the “Company Plans”) is contained in the Data Room and listed in the Company Disclosure Letter. Each Company Plan which is intended to be qualified within the meaning of Section 2.23(a401(a) of the Disclosure Schedule sets forth an accurate United States Internal Revenue Code of 1986, as amended (“IRC”) is so qualified and complete list has received a favourable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of all Company Plans applicable to current Service Providerssuch qualification. (bii) The All of the Company has Plans are and have been established, administered, registered, funded, invested and qualified, in all material respects, in accordance with all applicable Laws, and in accordance with their terms, the terms of the material documents that support such Company Plans and the terms of agreements between the Company or any of its Principal Subsidiaries and the Company Employees and former Company Employees who are members of, or beneficiaries under, the Company Plans. (iii) All current obligations of the Company and any of its Principal Subsidiaries regarding the Company Plans have been satisfied in all material respects. All contributions, premiums or taxes required to be made available to Purchaser an accurate and complete copy of (i) each writing that sets forth or paid by the Company or its Principal Subsidiaries, as applicable, under the terms of each Company Plan, including plan documents, plan amendments, any related trusts, all summary plan descriptions and other summaries and descriptions furnished to participants and beneficiaries, (ii) all personnel, payroll and employment manuals and policies Plan or by applicable Laws in respect of the Company, (iii) Company Plans have been made in a written description timely fashion in accordance with applicable Laws in all material respects and in accordance with the terms of any Company Plan that is not otherwise in writing, (iv) all registration statements filed with respect to any the applicable Company Plan. As of the date hereof, (v) all insurance policies purchased no currently outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by the Company or to provide benefits under any Company Plan, (vi) all reports submitted since January 1, 2005 by third-party administrators, actuaries, investment managers, trustees, consultants or other independent contractors with Principal Subsidiary from any applicable Governmental Entity in respect to any Company Plan and financial statements disclosing Liability for all obligations owed under any Company Plan, (vii) any other announcement or other documentation outlining benefits promises made to any current or former Service Provider of any Acquired Company relating to any Company Plan, and (viii) with respect to any Company Plan that is a pension or retirement plan. (iv) To the knowledge of the Company, whether no Company Plan is subject to any pending Proceeding initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) and, to the knowledge of the Company, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such Proceeding or to affect the registration or qualification of any Company Plan required to be registered or unregistered as those terms are defined qualified. (v) To the knowledge of the Company, no event has occurred regarding any Company Plan that would entitle any person (without the consent of the Company) to wind-up or terminate any Company Plan, in the UK Finance Act of 2004whole or in part, all communications with UK Inland Revenue regarding or which could reasonably be expected to adversely affect the tax status thereof or create a material liability to the Company or any of any its Principal Subsidiaries if such Company PlanPlan were terminated, in whole or in part. (cvi) Neither the Company nor any ERISA Affiliate of its Principal Subsidiaries has ever establishedreceived any payments of surplus out of any Company Plan and any payments, maintained distributions or contributed towithdrawals from, or had an obligation transfers of assets to maintain or contribute tofrom, any (i) “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or (ii) self-insured plan (including any plan pursuant to which a stop loss policy or Contract applies). The Company does not provide health or welfare benefits for any retired or former Service Provider, or their beneficiaries or dependents, nor is the Company obligated to provide health or welfare benefits to any active employee following such Service Providers’ retirement or other termination of service. (d) Each Company Plan is and at have been made in all times has been maintained, funded, operated and administered, and the Company has performed all of its obligations under each Company Plan, in each case material respects in accordance with the terms of such Company Plan and in compliance with all applicable Law. Each Company Plan in which a U.S. Taxpayer participates that provides deferred compensation subject to Section 409A of the Code is in compliance in all respects with Section 409A in form and operation. All nonstatutory stock options granted by the Company to a U.S. Taxpayer were granted using an exercise price of not less than the fair market value of the underlying shares in accordance with Section 409A of the Code. All required tax reporting and withholding (under any applicable Law) has been properly made with respect to all Options. All contributions required to be made to any Company Plan by applicable Law and the valid terms of such Company Plan, applicable collective bargaining agreements and all premiums due or payable applicable Laws and have occurred with respect to insurance policies funding the consent of any Company Plan, for any period through the Closing Date, have been timely made or paid in full or, to the extent not required to be made or paid on or before the Closing Date, have been fully reflected in line items on the Current Balance Sheet. All returns, reports and filings required by any applicable Governmental Entity or which must be furnished to any Person with respect to each Company Plan have been filed or furnished(where required). (evii) Any merger or conversion of any Company Plan has been carried out in accordance with the valid terms of the Company Plan and all applicable Laws and has been approved by the applicable Governmental Entities. (viii) No Company Plan is a “multi-employer pension plan,” as defined under applicable Law. (ix) There is are no material unfunded Liability under any Company Plan. Since the Balance Sheet Date, no event has occurred or circumstance exists that may result (i) liabilities in an increase in premium costs respect of any Company Plan that is insured a registered or qualified pension plan (ii) an increase in the cost of any Company Plan that is self-insured. Other than routine claims for benefits submitted as defined by participants applicable Law), including going concern unfunded liabilities, solvency differences or beneficiaries, no claim against, or Proceeding involving, any Company Plan or any fiduciary thereof is pending or, to the Company’s Knowledge, is threatened, which could reasonably be expected to result in any material Liability (by indemnification or otherwise) of the Company to any Person, and no event has occurred or circumstance exists that may give rise to any such Liability. No Proceeding has been concluded that resulted in any Liability of the Company that has not been fully dischargedwind up deficiencies where applicable. (fx) The consummation of the Transaction (either alone or in conjunction with any other event) will not cause accelerated vesting, payment or delivery of, or increase the amount or value of any payment or benefit under or in connection with any No Company Plan or constitute a “deemed severance” or “deemed termination” under any Company Plan otherwise with respect toexists that, any current or former Service Provider to an Acquired Company. To the extent any Acquired Company is a U.S. Taxpayer, no Acquired Company has made nor has any Acquired Company become obligated to make, and none of the Acquired Companies will as a result of the consummation execution of this Agreement, Shareholder approval of the Arrangement, or the transactions contemplated by this Agreement become obligated to make(whether alone or in connection with any subsequent event(s)), could result in (A) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (B) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Company Plans, (C) limit or restrict the right of the Company to merge, amend or terminate any of the Company Plans, (D) cause the Company to record additional compensation expense on its income statement with respect to any outstanding stock option or other equity-based award or (E) payments that could under any of the Company Plans which would not be nondeductible by reason of deductible under Section 280G of the Code IRC. (xi) To the knowledge of the Company (having taken appropriate actuarial advice but without regard having carried out a full actuarial valuation): (A) the liabilities of the CHC Scotia Pension Scheme (the “UK Pension Plan”) did not exceed its assets by more than £9.9 million as of May 30, 2007; and (B) if the UK Pension Plan were to subsection be wound up as at the date hereof the liabilities of the UK Pension Plan would exceed its assets by no more than £9.9 million referred to above. A copy of the CHC Scotia Pension Scheme Valuation Modelling Results – Updated June 2007 report by Aon is included in the Company Disclosure Letter. (b)(4xii) thereofNeither the Company nor any of its Principal Subsidiaries: (A) has, whether by ceasing to participate in any occupational pension scheme or otherwise, become liable to pay any debt under Sections 75 or 75A of the UK Pensions Axx 0000; (B) has been issued with a restoration order, a contribution notice or financial support direction under UK Pensions Axx 0000 in relation to any pension arrangement and, to the knowledge of the Company, no facts or circumstances exist under which the Pensions Regulator established pursuant to the UK Pensions Axx 0000 could impose a contribution notice or financial support direction under Sections 38 or 43 of the UK Pensions Axx 0000; and (C) is a connected person or associated person (in each case as interpreted under Section 162(m51 of the UK Pensions Act 2004) of any employer under any defined benefit occupational pension scheme applicable to employees in the Code United Kingdom (or any corresponding provision of foreign, state or local Lawother than the UK Pension Plan), nor will any Acquired Company be required to “gross up” or otherwise compensate any individual because of the imposition of any excise Tax on such a payment to the individual.