Common use of ERISA; Canadian Pension Plans Clause in Contracts

ERISA; Canadian Pension Plans. (a) Neither a Reportable Event nor a failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Plan has been operated and maintained in compliance in all respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA. No such Multiemployer Plan is in Reorganization or Insolvent. (b) The Canadian Borrowers and the Canadian Guarantors are in compliance with the requirements of the Pension Benefits Act (Ontario) and other federal or provincial laws with respect to each Canadian Pension Plan, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension Plan. No Termination Event has occurred. As of the Closing Date, no Canadian Borrower nor any of the Canadian Guarantors has a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario (“FSCO”) has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No Lien has arisen, xxxxxx or inchoate, in respect of any Canadian Borrower, Canadian Guarantor or their Subsidiaries or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due).

ERISA; Canadian Pension Plans. (a) Neither a Reportable No ERISA Event nor a failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred during the five-year period prior to the date on which this representation or is made or deemed made with respect to any Plan. Except as would not reasonably be expected to haveoccur that, individually or in the aggregatewhen taken together with all other such ERISA Events for which liability is reasonably expected to occur, a Material Adverse Effect, each Plan has been operated and maintained in compliance in all respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability Material Adverse Effect. The aggregate amount of benefit liabilities (within the meaning of section 412 of IRC) under ERISA. No all Plans in the aggregate as of the most recent plan year end, determined based on the actuarial accrued liabilities that are used in conjunction with determining the funding requirements for such Multiemployer Plan Plans as reported in such Plans’ actuarial reports for such plan year, is in Reorganization or Insolventnot more than 125% of the aggregate actuarial value of the assets of such Plans allocable to such benefit liabilities. (b) The Canadian Borrowers Pension Plans are duly registered in accordance with any applicable law which requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of any Loan Party (including fiduciary, funding, investment and administration oblations) required to be performed in connection with the Canadian Pension Plans and the Canadian Guarantors are funding agreements therefore have been performed in compliance with the requirements of the Pension Benefits Act (Ontario) and other federal or provincial laws with respect to each Canadian Pension Plan, a timely fashion except where the failure to comply would do so could not reasonably be expected to have a Material Adverse Effect. No fact There have been no improper withdrawals or situation that may applications of the assets of the Canadian Pension Plans. There are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans which could reasonably be expected to result have a Material Adverse Effect. Each of the Canadian Pension Plans is fully funded both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles). There has been no partial termination of any Canadian Pension Plan and no facts or circumstances have occurred or existing that could result, or be reasonably anticipated to result, in the declaration of a partial termination of any Canadian Pension Plan under applicable law. No promises of benefit improvements under the Canadian Pension Plans have been made except where such improvement could not have a Material Adverse Effect exists and in connection with any event no such improvements will result in a solvency deficiency or going concern unfunded liability in the affected Canadian Pension Plan. No Termination Event has occurred. As of the Closing Date, no Canadian Borrower nor any of the Canadian Guarantors has a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario (“FSCO”) has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No Lien has arisen, xxxxxx or inchoate, in respect of any Canadian Borrower, Canadian Guarantor or their Subsidiaries or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due)Plans.

ERISA; Canadian Pension Plans. (a) Neither a Reportable Event ----------------------------- nor a failure to meet an "accumulated funding deficiency" (within the minimum funding standards meaning of Section 412 or 430 of the Code or Section 302 or 303 of ERISA ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and each Plan has been operated and maintained in compliance complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amountbenefits. Neither the Borrowers Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected Plan, and neither the Company nor any Commonly Controlled Entity would become subject to result in a material any liability under ERISAERISA if the Company or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans in which it participates as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. (b) The Each Canadian Borrowers Pension Plan is in substantial compliance with all applicable pension benefits and tax laws; no Canadian Pension Plan has any unfunded liabilities (either on a "going concern" or on a "winding up" basis and determined in accordance with all applicable laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in Canada), all contributions (including any special payments to amortize any unfunded liabilities) required to be made in accordance with all applicable laws and the terms of each Canadian Guarantors are in compliance with the requirements of the Pension Benefits Act (Ontario) Plan have been made; no event has occurred and other federal or provincial laws no condition exists with respect to each any Canadian Pension PlanPlan that has resulted or could result in any Canadian Pension Plan being ordered or required to be wound up in whole or in part pursuant to any applicable pension benefits laws or having its registration revoked or refused for the purposes of any applicable pension benefits or tax laws or being placed under the administration of any relevant pension benefits regulatory authority or being required to pay any taxes or penalties under any applicable pension benefits or tax laws, except where other than events or conditions that, individually or in the failure to comply would aggregate, could not reasonably be expected to have a Material Adverse Effect. No fact ; no order has been made and no notice has been given pursuant to any applicable pension benefits or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension Plan. No Termination Event has occurred. As of the Closing Date, no Canadian Borrower nor any of the Canadian Guarantors has a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario (“FSCO”) has not issued any default or other breach notices tax laws in respect of any Canadian Defined Benefit Plan. No Lien Pension Plan requiring (or proposing to require) any Person to take or to refrain from taking any action in respect thereof or that there has arisen(or there are circumstances that indicate that there has) been a contravention of any such applicable laws, xxxxxx or inchoate, other than in respect of matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; no event has occurred and no condition exists which has resulted or could result in the Company or any Canadian BorrowerSubsidiary of the Company being required to pay, Canadian Guarantor repay or their Subsidiaries refund any amount (other than contributions required to be made or their property expenses required to be paid in connection with the ordinary course) to or on account of any Canadian Pension Plan or a current or former member thereof, other than events or conditions that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; and no event has occurred and no condition exists that has resulted or could result in a payment being made out of a guarantee fund established under any applicable pension benefits laws in respect of a Canadian Pension Plan. (save for contribution amounts c) With respect to any pension, retirement or other deferred compensation plan maintained by the Canadian Borrower or any of its Subsidiaries which is not yet duea Canadian Pension Plan, all required contributions have been made, and there are no unfunded liabilities in respect of such plans (either on a "going concern" or on a "winding up'" basis and determined in accordance with all applicable laws and using assumptions and methods that are appropriate in the circumstances and in accordance with generally accepted actuarial principles and practices in Canada).

ERISA; Canadian Pension Plans. (a) Neither a Reportable Event nor a failure to meet satisfy the minimum funding standards standard (within the meaning of Section Sections 412 or and 430 of the Code or Section Sections 302 or and 303 of ERISA ERISA) has occurred during the five-year five (5)-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan. Except as would , whether or not reasonably be expected waived, which resulted in any material liability to haveany Group Member or Commonly Controlled Entity, individually or in the aggregate, a Material Adverse Effect, and each Single Employer Plan has been operated and maintained in compliance complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year five (5)-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrowers nor any No Group Member or Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could would reasonably be expected to result in a material liability to such Group Member or Commonly Controlled Entity under ERISA. No such Multiemployer Plan is Insolvent, or is in Reorganization “critical” or Insolvent“endangered” status under Section 432 of the Code or Section 305 of ERISA, and no Single Employer Plan is in “at risk” status as defined in Section 430 of the Code or Section 303 of ERISA. No Group Member has any liability with respect to any employee benefit plan that is not subject to the laws of the United States or a political subdivision thereof that would reasonably be expected to result in a Material Adverse Effect. (b) The Canadian Borrowers and the Canadian Guarantors are in compliance with the requirements As of the Pension Benefits Act (Ontario) and other federal First Amendment Effective Date, no Loan Party maintains, sponsors, administers, contributes to, participates in or provincial laws with has any liability in respect to each of any Canadian Defined Benefit Pension Plan, except where the failure to comply would any Canadian Pension Plan or Canadian Multi-Employer Pension Plan. Except as could not reasonably be expected to have a Material Adverse Effect. No fact : (i) the Canadian Pension Plans (if any) have been administered and invested in compliance with their terms, any collective agreements and Requirement of Law, (ii) there are no outstanding disputes, investigations, actions, claims or situation that may reasonably other proceedings concerning the Canadian Pension Plans (if any), (iii) no promises of benefit improvements under the Canadian Pension Plans or Canadian Multi-Employer Pension Plans (if any) have been made by a Loan Party and there are no taxes, penalties or interest owing in respect of any Canadian Pension Plans, (iv) all material employer and employee payments, contributions or premiums to be expected remitted, paid to result or in respect of each Canadian Pension Plan or Canadian Multi-Employer Pension Plans (if any) by a Loan Party have been paid by each such Loan Party in a Material Adverse Effect exists timely fashion in accordance with the terms thereof, any funding agreement and all Requirements of Law except to the extent cured within thirty (30) days of the due date in respect thereof and (v) no Lien has arisen in respect of any Loan Party in connection with any Canadian Pension Plan. No Termination Event has occurred. As of the Closing Date, no Plan or Canadian Borrower nor any of the Canadian Guarantors has a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario (“FSCO”) has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No Lien has arisen, xxxxxx or inchoate, in respect of any Canadian Borrower, Canadian Guarantor or their Subsidiaries or their property in connection with any Canadian Multi-Employer Pension Plan (save for contribution amounts not yet due).

ERISA; Canadian Pension Plans. (a) Neither a Reportable No ERISA Event nor a failure to meet the minimum funding standards of Section 412 or 430 of the Code or Section 302 or 303 of ERISA has occurred during the five-year period prior to the date on which this representation or is made or deemed made with respect to any Plan. Except as would not reasonably be expected to haveoccur that, individually or in the aggregate, a Material Adverse Effect, each Plan has been operated and maintained in compliance in when taken together with all respects with the applicable provisions of other such ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on Events for which this representation liability is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount. Neither the Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA. No such Multiemployer Plan is in Reorganization or Insolvent. (b) The Canadian Borrowers and the Canadian Guarantors are in compliance with the requirements of the Pension Benefits Act (Ontario) and other federal or provincial laws with respect to each Canadian Pension Planoccur, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. No fact or situation that may could reasonably be expected to result in a Material Adverse Effect exists Effect. (b) Schedule 3.10 lists as of the Effective Date all Canadian Benefit Plans and Canadian Pension Plans currently maintained or contributed to by the Loan Parties and their Subsidiaries. Except as could not reasonably be expected, individually or in connection the aggregate, to result in a Material Adverse Effect, as of the Effective Date, the Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Loan Party and each of their Subsidiaries has complied with and performed all of its obligations under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations), (ii) all employer and employee payments, contributions or premiums to be remitted, paid to or in respect of each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws, and (iii) there have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. To the knowledge of the Borrower Representative, no facts or circumstances have occurred or existed that could result, or be reasonably anticipated to result, in the declaration of a termination of any Canadian Pension PlanPlan by any Governmental Authority under applicable laws. No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not be reasonably expected to have a Material Adverse Effect, and, in any event, no such improvements will result in a solvency deficiency or going concern unfunded liability in the affected Canadian Pension Plans which could be reasonably expected to have a Material Adverse Effect. The pension fund under each Canadian Pension Plan is exempt from the payment of any income tax and there are no material taxes, penalties or interest owing in respect of any such pension fund. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed. No Canadian Benefit Plans (other than any applicable Canadian MEPP or saving plans (that are not pension plans) with respect to benefits accrued to termination of service) provide for benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans which could be reasonably expected to have a Material Adverse Effect. Each of the Canadian Pension Plans is fully funded on both a going concern and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles) and no Termination Event has occurred. As of the Closing Date, no Canadian Borrower nor any of the Canadian Guarantors has a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario (“FSCO”) has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No Lien has arisen, xxxxxx or inchoate, in respect of any Canadian Borrower, Canadian Guarantor Loan Party or their its Subsidiaries or their property in connection with any Canadian Pension Plan (save for in respect of contribution amounts not yet due)) or Canadian Benefit Plan. No Loan Party contributes to, sponsors or maintains (or in the past five years has contributed to, sponsored or maintained) a Canadian Defined Benefit Plan.