Common use of Employee Benefit and Pension Plans Clause in Contracts

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a), neither the Corporation nor any Subsidiary has, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement or practice, formal or informal, with respect to any of its employees, other than pursuant to Applicable Law, including the Canada Pension Plan Act and health insurance legislation. (b) Schedule 4.7(5)(b) lists the general policies, procedures and work-related rules in effect with respect to employees of the Corporation, whether written or oral, including policies regarding holiday, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) are collectively called the “Benefit Plans”). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided in respect of the Benefit Plans of the South American Subsidiaries) or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three years prior to the date hereof have been provided to the Purchaser. (c) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to therein. Each pension plan has been funded in accordance with the requirements of such plans based on actuarial assumptions which are appropriate to the employees and the Business. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary has made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law. (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (e) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person which allege a breach of fiduciary duties or violation of Applicable Law or which may result in liability to the Corporation or any Subsidiary and, to the best of the Corporation’s knowledge, there is no basis for such a claim. There are no employees or former employees who are receiving from the Corporation or any Subsidiary any pension or retirement payments, or who are entitled to receive any such payments, not covered by a pension plan to which the Corporation or a Subsidiary is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a)"U" attached hereto, neither the Corporation nor any Subsidiary hasdo not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employees, other than any Government Required Pension Plan and any health plans established pursuant to Applicable Law, including the Canada Pension Plan Act and health insurance legislation. (b) state or federal statute. Schedule 4.7(5)(b) "U" also lists the general policies, procedures and work-related rules in effect with respect to employees of the Corporation, whether written or oral, including but not limited to policies regarding holidayholidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) "U" are collectively called the “"Benefit Plans”). ".) Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided listed in respect of the Benefit Plans of the South American Subsidiaries) Schedule "U" or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three years prior to the date hereof have been provided to the Purchaser. (cb) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, applicable federal and state legislation and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan has been funded in accordance with the requirements of such plans and based on actuarial assumptions which are appropriate to the employees of the Corporation and the Business. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary has not made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law. (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (ec) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person person which allege a breach of fiduciary duties or violation of Applicable Law governing law or which may result in liability to the Corporation or any Subsidiary and, to the best of the Corporation’s knowledge, knowledge of the Vendor there is no basis for such a claim. There are no employees or former employees of the Corporation who are receiving from the Corporation or any Subsidiary any pension or retirement payments, or who are entitled to receive any such payments, not covered by a pension plan to which the Corporation or a Subsidiary is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a)"T" attached hereto, neither the Corporation nor any Subsidiary hasdoes not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employees, other than pursuant to Applicable Law, including the Canada Pension Plan Act Plan, R.S.C. 1985, c. C-8, and other similar health insurance legislation. (b) plans established pursuant to statute. Schedule 4.7(5)(b) "T" also lists the general policies, procedures and work-related rules in effect with respect to employees of the Corporation, whether written or oral, including but not limited to policies regarding holidayholidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) "T" are hereinafter collectively called the “"Benefit Plans”"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided listed in respect of the Benefit Plans of the South American Subsidiaries) Schedule "T" or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three years prior to the date hereof have been provided to the Purchaser. (cb) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, applicable federal and provincial legislation and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan has been funded in accordance with the requirements of such plans and based on actuarial assumptions which are appropriate to the employees of the Corporation and the Business. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary has not made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law. (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (ec) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person person which allege a breach of fiduciary duties or violation of Applicable Law governing law or which may result in liability to the Corporation or any Subsidiary and, to the best of the Corporation’s knowledgeknowledge of the Vendor and the Shareholder, there is no basis for such a claim. There are no employees or former employees of the Corporation who are receiving from the Corporation or any Subsidiary any pension or retirement payments, or who are entitled to receive any such payments, not covered by a pension plan to which the Corporation or a Subsidiary is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a)the Disclosure Schedule, neither the Corporation nor any Subsidiary hasCompany does not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employees, other than pursuant to Applicable Law, including the Canada Pension Plan Act and health insurance legislation. (b) The Disclosure Schedule 4.7(5)(b) also lists the general policies, procedures and work-related rules in effect with respect to employees of the CorporationCompany, whether written or oral, including but not limited to policies regarding holiday, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in the Disclosure Schedule 4.7(5)(a) and Schedule 4.7(5)(b) are collectively called the “Benefit Plans”). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including listed in the documentation provided in respect of the Benefit Plans of the South American Subsidiaries) Disclosure Schedule or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three (3) years prior to the date hereof have been provided to the Purchaser. (c) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Lawsapplicable federal and state legislation, and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan has been funded in accordance with the requirements of such plans based on actuarial assumptions which are appropriate to the employees of the Company and the Business. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary Company has not made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary Company from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law.6 - ACQUISTION AGREEMENT (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (e) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person or entity which allege a breach of fiduciary duties or violation of Applicable Law applicable law or which may result in liability to the Corporation or any Subsidiary Company and, to the best of the Corporation’s knowledgeknowledge of Seller, there is no basis for such a claim. There are no employees or former employees of the Company who are receiving from the Corporation or any Subsidiary Company any pension or retirement payments, or who are entitled to receive any such payments, not covered by a pension plan to which the Corporation or a Subsidiary Company is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a)3.1(34) attached hereto, neither the Corporation nor any Subsidiary hasVendor does not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employeesthe employees of the Business, other than pursuant to Applicable Law, including the Canada Pension Plan and the Health Insurance Act (Ontario), as amended from time to time, and other similar health insurance legislation. (bplans established pursuant to statute. Schedule 3.1(34) Schedule 4.7(5)(b) also lists the general policies, procedures and work-related rules in effect with respect to employees of the CorporationBusiness, whether written or oral, including but not limited to policies regarding holidayholidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b3.1(34) are hereinafter collectively called the “"Benefit Plans”"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided listed in respect of the Benefit Plans of the South American SubsidiariesSchedule 3.1(34) or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three years prior to the date hereof have been provided to the Purchaser. (cb) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, applicable federal and provincial legislation and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan has been funded in accordance with the requirements of such plans and based on actuarial assumptions which are appropriate to the employees and of the Business. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary Vendor has not made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary Vendor from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law. (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (ec) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person person which allege a breach of fiduciary duties or violation of Applicable Law governing law or which may result in liability to the Corporation or any Subsidiary employer and, to the best of the Corporation’s knowledgeknowledge of the Vendor and the Shareholder, there is no basis for such a claim. There are no employees or former employees of the Business who are receiving from the Corporation or any Subsidiary Vendor any pension or retirement payments, payments or who are entitled to receive any such payments, payments not covered by a pension plan to which the Corporation or a Subsidiary Vendor is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a)3.12 attached hereto, neither the Corporation nor any Subsidiary hasCPI does not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employees, other than health plans established pursuant to Applicable Law, including the Canada Pension Plan Act and health insurance legislation. (b) statute. Schedule 4.7(5)(b) 3.12 also lists the general policies, procedures and work-related rules in effect with respect to employees of the CorporationCPI, whether written or oral, including including, but not limited to, policies regarding holidayholidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) 3.12 are hereinafter collectively called the “Benefit Plans”"BENEFIT PLANS"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided in respect of the Benefit Plans of the South American Subsidiaries) or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all All reports and returns in filed with any governmental agency with respect thereof to such benefit plans owned by CPI filed with any regulatory agency or other Governmental Authority within three (3) years prior to the date hereof have been provided to the PurchaserAAC. (cb) CPI has never had a defined benefit pension plan. The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, applicable federal and state legislation and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan has been funded in accordance with the requirements of such plans and based on actuarial assumptions which are appropriate to the employees of CPI and the Businessbusiness of CPI. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation ILCT nor any Subsidiary CPI has not made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary CPI from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law. (dc) No Benefit Planclaims are pending or, nor any related trust or other funding medium thereunderto the best knowledge of CPI and ILCT, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (e) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person person which allege a breach of fiduciary duties or violation of Applicable Law governing law or which may result in liability to the Corporation or any Subsidiary CPI and, to the best knowledge of the Corporation’s knowledgeCPI and ILCT, there is no basis for such a claimclaim exists. There are no No employees or former employees who of CPI are receiving from the Corporation or any Subsidiary CPI any pension or retirement payments, or who are entitled to receive any such payments, not covered by insurance or by a pension plan to which the Corporation or a Subsidiary CPI is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a)F attached hereto, neither the Corporation nor any Subsidiary hasWord Canada does not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employeesthe employees of Word Canada, other than pursuant to Applicable Law, including the Canada Pension Plan Act (Canada) and the Medical Services Plan (British Columbia) and other similar health insurance legislation. (b) plans established pursuant to statute. Schedule 4.7(5)(b) F also lists the general policies, procedures and work-related rules in effect with respect to employees of the CorporationWord Canada, whether written or oral, including but not limited to policies regarding holidayholidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) F are hereinafter collectively called the “Benefit Plans”"BENEFIT PLANS"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided listed in respect of the Benefit Plans of the South American Subsidiaries) Schedule F or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three years prior are annexed hereto as Exhibits to the date hereof have been provided to the Purchaser.Schedule F. (cb) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, applicable federal and provincial legislation and all reports, returns and filings required to be made thereunder have been made. Such pension plans and all other Benefit Plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan has been funded in accordance with the requirements of such plans based on actuarial assumptions which are appropriate to the employees and the Businessplans. Based on such assumptions, there There is no unfunded liability on either a going concern or termination basis under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary Word Canada has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary has not made or granted or committed to make or grant any benefit improvements to which members of the pension plans or other Benefit Plans are or may become entitled which are not reflected disclosed in such actuarial report. None of the Benefit Plans provides post-retirement benefits Exhibits to employees or any of their beneficiaries or dependants. Schedule F. No funds have been withdrawn by the Corporation or any Subsidiary Word Canada from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law. (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (ec) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person which allege a breach of fiduciary duties or violation of Applicable Law or person with regard to any Benefit Plan (other than routine benefit claims) which may result in liability to the Corporation or any Subsidiary employer and, to the best of the Corporation’s knowledgeknowledge of the Word Canada Music Business and the Shareholder, there is no basis for such a claim. There are no employees or former employees of the Word Canada Music Business who are receiving from the Corporation or any Subsidiary Word Canada any pension or retirement payments, payments or who are entitled to receive any such payments, payments not covered by a pension plan to which the Corporation or a Subsidiary Word Canada is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (ai) Except as listed in Schedule 4.7(5)(a)M attached hereto, neither the Corporation nor any Subsidiary hasVendor does not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employeesthe Transferring Employees, other than pursuant to Applicable Law, including the Canada Pension Plan Act R.S.C. 1985, c. C-8, and other similar health insurance legislation. (b) Schedule 4.7(5)(b) lists the plans. Vendor has made available to Purchaser general policies, procedures and work-related rules in effect with respect to employees of the CorporationTransferring Employees, whether written or oral, including but not limited to policies regarding holidayholidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) are hereinafter collectively called the “Benefit Plans”). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided in respect of the Benefit Plans of the South American Subsidiaries) or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three years prior to the date hereof have been provided made available to the Purchaser. (cii) The pension plans included in the Benefit Plans Plans, if any, are registered under and are in compliance with all Applicable Laws, applicable federal and provincial legislation and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan is a defined contribution plan and has been funded in accordance with the requirements of such plans based on actuarial assumptions which are appropriate to the employees and the Business. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary has made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Lawplans. (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (eiii) There are no current or pending claims by any employee Transferring Employee covered under the Benefit Plans or by any other Person person which allege a breach of fiduciary duties or violation of Applicable Law governing law or which may result in liability to the Corporation or any Subsidiary Vendor and, to the best of the Corporation’s knowledgeknowledge of the Vendor, there is no basis for such a claim. There are no employees or former employees Transferring Employees who are receiving from the Corporation or any Subsidiary Vendor any pension or retirement payments, payments or who are entitled to receive any such payments, payments not covered by a pension plan to which the Corporation or a Subsidiary Vendor is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.

Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a)T attached hereto, neither the Corporation nor any Subsidiary hasdoes not have, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement policy or practice, formal or informal, with respect to any of its employees, other than pursuant to Applicable Law, including the Canada Pension Plan Act and health insurance legislation. (b) . Schedule 4.7(5)(b) T also lists the general policies, procedures and work-related rules in effect with respect to employees of the Corporation, whether written or oral, including but not limited to policies regarding holidayholidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices, arrangements practices and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) T are hereinafter collectively called the “"Benefit Plans”"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided listed in respect of the Benefit Plans of the South American Subsidiaries) Schedule T or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency or other Governmental Authority within three years prior to the date hereof have been provided to the Purchaser. (cb) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, applicable federal and state legislation and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general nature provided to such employees accurately describe the benefits provided under each Benefit Plan referred to thereinapplicable law. Each pension plan has been funded in accordance with the requirements of such plans and based on actuarial assumptions which are appropriate to the employees of the Corporation and the Business. Based on such assumptions, there is no unfunded liability under any such pension plan. All contributions or premiums required to be made or paid by the Corporation or a Subsidiary to the Benefit Plans have been made or paid in a timely fashion in accordance with the terms of the Benefit Plans and Applicable Law and all applicable collective bargaining agreements or other labour union contracts. All employee contributions to the Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld and fully paid into the Benefit Plans and the Corporation or Subsidiary has obtained appropriate consents from employees for such deductions. No changes have occurred since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect and, since the date of such report, neither the Corporation nor any Subsidiary has not made or granted or committed to make or grant any benefit improvements to which members of the pension plans are or may become entitled which are not reflected in such actuarial report. None of the Benefit Plans provides post-retirement benefits to employees or any of their beneficiaries or dependants. No funds have been withdrawn by the Corporation or any Subsidiary from any such pension plan or other Benefit Plans. Except as disclosed in Schedule 4.7(5)(a) none of the Benefit Plans is a multi-employer pension plan as defined under Applicable Law. (d) No Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any current, pending or threatened investigation, examination or other proceeding, action or claim (other than routine claims for payment of benefits) initiated by any Governmental Authority, employee, beneficiary or dependant covered under any such Benefit Plan, or other Person, and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other legal proceeding or to affect the registration of any Benefit Plan required to be registered. No event has occurred respecting any registered Benefit Plan which would entitle any Person (without the consent of the Corporation or a Subsidiary) to cause the wind-up or termination of such Benefit Plan in whole or in part. No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (ec) There are no current or pending claims by any employee covered under the Benefit Plans or by any other Person person which allege a breach of fiduciary duties or violation of Applicable Law governing law or which may result in liability to the Corporation or any Subsidiary and, to the best of the Corporation’s knowledgeknowledge of the Corporation and the Shareholder, there is no basis for such a claim. There are no employees or former employees of the Corporation who are receiving from the Corporation or any Subsidiary any pension or retirement payments, or who are entitled to receive any such payments, not covered by a pension plan to which the Corporation or a Subsidiary is a party. (f) Neither the Corporation nor any Subsidiary has made any representations to employees, nor does there exist any undertaking or commitment, whether legally binding or not, to create any additional Benefit Plan or to change or modify any existing Benefit Plan. No contractors, consultants, agents or agency employees are eligible for or entitled to benefits under any Benefit Plan, and no promise or commitment has been made to any such Person with respect to coverage under any Benefit Plan. (g) The consummation of the transactions contemplated by this Agreement will not constitute an event under any Benefit Plan or Contract with a present or former employee, consultant, contractor, agent, director or officer, which will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any present or former employee, consultant, contractor, agent, director or officer.