Common use of ERISA; Canadian Plans Clause in Contracts

ERISA; Canadian Plans. Neither any Loan Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Pension Plan or Canadian Pension Plan other than the Pension Plans and Canadian Pension Plans identified on Schedule 7.13. Each Plan and Canadian Plan of each Loan Party is in compliance in all material respects with all applicable provisions of ERISA and the Code or of Canadian Pension and Benefits Law, as the case may be. Neither a Reportable Event nor a Prohibited Transaction has occurred within the last 60 months with respect to any Plan. No event has occurred or investment has been made which could render any Loan Party, Canadian Plan or funding agent thereof liable for any tax or penalty under Canadian Pension and Benefits Law. No notice of intent to terminate a Pension Plan or Canadian Pension Plan has been filed, nor has any Pension Plan or Canadian Pension Plan been terminated. No circumstances exist which constitute grounds entitling the PBGC or a Canadian Pension Authority to institute proceedings to terminate, or appoint a trustee to administer, a Pension Plan or Canadian Pension Plan, nor has the PBGC or a Canadian Pension Authority instituted any such proceedings. Neither any of the Loan Parties nor any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan. Each Loan Party and each ERISA Affiliate have met their minimum funding requirements under ERISA and the Code or under Canadian Pension and Benefits Law with respect to all of their Plans or Canadian Plans subject to such requirements, and, as of the Closing Date except as specified on Schedule 7.13, the present value of all tested benefits under each funded Plan or funded Canadian Plan (exclusive of any Multiemployer Plan) does not and will not exceed the fair market value of all such Plan or Canadian Plan assets allocable to such benefits, as determined on the most recent valuation date of such Plan or Canadian Plan and in accordance with ERISA or Canadian Pension and Benefits Law, as the case may be. Neither any of the Loan Parties nor any ERISA Affiliate has incurred any liability to the PBGC under ERISA or to the PBGF. No litigation is pending or threatened concerning or involving any Plan or Canadian Plan. There are no unfunded or unreserved liabilities (on either a going-concern basis or a wind-up basis) relating to any Plan or Canadian Plan that could, individually or in the aggregate, have a Material Adverse Effect if such Loan Party were required to fund or reserve such liability in full. As of the Closing Date, no funding waivers have been or will have been requested or granted under Section 412 of the Code with respect to any Plan. No unfunded or unreserved liability for benefits under any Plan or Plans or Canadian Plan or Canadian Plans (exclusive of any Multiemployer Plans) exceeds $1,000,000 or Cdn. $1,000,000, with respect to any such Plan or Canadian Plan, respectively, or $2,000,000 or Cdn. $2,000,000 with respect to all such Plans or Canadian Plans, respectively, in the aggregate as of the Closing Date, on either a going-concern basis or a wind-up basis.

ERISA; Canadian Plans. Neither any Loan Party nor any ERISA --------------------- Affiliate maintains or contributes to, or has any obligation under, any Pension Plan or Canadian Pension Plan other than the Pension Plans and Canadian Pension Plans identified on Schedule 7.137.13 (as such Schedule may be supplemented in ------------- accordance with Section 13.26). Each Plan and Canadian Plan of each Loan Party ------------- is in compliance in all material respects with all applicable provisions of ERISA and the Code or of Canadian Pension and Benefits Law, as the case may be. Neither a Reportable Event nor a Prohibited Transaction has occurred within the last 60 months with respect to any Plan. No event has occurred or investment has been made which could render any Loan Party, Canadian Plan or funding agent thereof liable for any tax or penalty under Canadian Pension and Benefits Law. No notice of intent to terminate a Pension Plan or Canadian Pension Plan has been filed, nor has any Pension Plan or Canadian Pension Plan been terminated. No circumstances exist which constitute grounds entitling the PBGC or a Canadian Pension Authority to institute proceedings to terminate, or appoint a trustee to administer, a Pension Plan or Canadian Pension Plan, nor has the PBGC or a Canadian Pension Authority instituted any such proceedings. Neither any of the Loan Parties nor any ERISA Affiliate has completely or partially withdrawn from a Multiemployer Plan. Each Loan Party and each ERISA Affiliate have met their minimum funding requirements under ERISA and the Code or under Canadian Pension and Benefits Law with respect to all of their Plans or Canadian Plans subject to such requirements, and, as of the Closing Restatement Date and the Term Loans B Funding Date except as specified on Schedule 7.137.13 (as such Schedule may be supplemented ------------- in accordance with Section 13.26), the present value of all tested vested benefits ------------- under each funded Plan or funded Canadian Plan (exclusive of any Multiemployer Plan) does not and will not exceed the fair market value of all such Plan or Canadian Plan assets allocable to such benefits, as determined on the most recent valuation date of such Plan or Canadian Plan and in accordance with ERISA or Canadian Pension and Benefits Law, as the case may be. Neither any of the Loan Parties nor any ERISA Affiliate has incurred any liability to the PBGC under ERISA or to the PBGF. No litigation is pending or threatened concerning or involving any Plan or Canadian Plan. There are no unfunded or unreserved liabilities (on either a going-concern basis or a wind-up basis) relating to any Plan or Canadian Plan that could, individually or in the aggregate, have a Material Adverse Effect if such Loan Party were required to fund or reserve such liability in full. As of the Closing Restatement Date and the Term Loans B Funding Date, no funding waivers have been or will have been requested or granted under Section 412 of the Code with respect to any Plan. No unfunded or unreserved liability for benefits under any Plan or Plans or Canadian Plan or Canadian Plans (exclusive of any Multiemployer Plans) exceeds $1,000,000 or Cdn. $1,000,000, 1,500,000 with respect to any such Plan or Canadian Plan, respectively, or $2,000,000 Plan or Cdn. $2,000,000 3,000,000 with respect to all such Plans or Canadian Plans, respectively, Plans in the aggregate as of the Closing Restatement Date and the Term Loans B Funding Date, on either a going-concern basis or a wind-up basis.

ERISA; Canadian Plans. Neither any None of the Loan Party nor any Parties, Canadian Subsidiaries or ERISA Affiliate Affiliates maintains or contributes to, or has any obligation under, any Pension Plan or Canadian Pension Plan other than the Pension Plans and Canadian Pension Plans identified on Schedule 7.13. Each Plan and Canadian Plan of each Loan Party and each Canadian Subsidiary is in compliance in all material respects with all applicable provisions of ERISA and the Code or of Canadian Pension and Benefits Law, as the case may be. Neither a Reportable Event nor a Prohibited Transaction has occurred within the last 60 months with respect to any Plan. No event has occurred or investment has been made which could render any Loan Party, Canadian Subsidiary, Canadian Plan or funding agent thereof liable for any tax or penalty under Canadian Pension and Benefits Law. No notice of intent to terminate a Pension Plan or Canadian Pension Plan has been filed, nor has any Pension Plan or Canadian Pension Plan been terminated. No circumstances exist which constitute grounds entitling the PBGC or a Canadian Pension Authority to institute proceedings to terminate, or appoint a trustee to administer, a Pension Plan or Canadian Pension Plan, nor has the PBGC or a Canadian Pension Authority instituted any such proceedings. Neither any None of the Loan Parties nor any Parties, Canadian Subsidiaries or ERISA Affiliate Affiliates has completely or partially withdrawn from a Multiemployer Plan. Each Loan Party Party, Canadian Subsidiary and each ERISA Affiliate have met their minimum funding requirements under ERISA and the Code or under Canadian Pension and Benefits Law with respect to all of their Plans or Canadian Plans subject to such requirements, and, as of the Closing Date except as specified on Schedule 7.13, the present value of all tested benefits under each funded Plan or funded Canadian Plan (exclusive of any Multiemployer Plan) does not and will not exceed the fair market value of all such Plan or Canadian Plan assets allocable to such benefits, as determined on the most recent valuation date of such Plan or Canadian Plan and in accordance with ERISA or Canadian Pension and Benefits Law, as the case may be. Neither any None of the Loan Parties nor any Parties, Canadian Subsidiaries or ERISA Affiliate Affiliates has incurred any liability to the PBGC under ERISA or to the PBGF. No litigation is pending or threatened concerning or involving any Plan or Canadian Plan. There are no unfunded or unreserved liabilities (on either a going-concern basis or a wind-up basis) relating to any Plan or Canadian Plan that could, individually or in the aggregate, have a Material Adverse Effect if such Loan Party or Canadian Subsidiary were required to fund or reserve such liability in full. As of the Closing Date, no funding waivers have been or will have been requested or granted under Section 412 of the Code with respect to any Plan. No unfunded or unreserved liability for benefits under any Plan or Plans or Canadian Plan or Canadian Plans (exclusive of any Multiemployer Plans) exceeds $1,000,000 or Cdn. $1,000,000, with respect to any such Plan or Canadian Plan, respectively, or $2,000,000 or Cdn. $2,000,000 with respect to all such Plans or Canadian Plans, respectively, in the aggregate as of the Closing Date, on either a going-concern basis or a wind-up basis.