Common use of Multiemployer Pension Plans Clause in Contracts

Multiemployer Pension Plans. Purchaser shall continue to contribute to the PACE Industry-Union Management Pension Fund (the “Multiemployer Plan”) for substantially the same number of “contribution base units” for which Seller had an “obligation to contribute” (as those terms are defined in Section 4001(a)(11) and 4212 of ERISA, respectively) to the Multiemployer Plan pursuant to the Steelworkers Agreement. Purchaser shall provide the Multiemployer Plan for a period of five (5) plan years, commencing with the first plan year beginning on or after the Closing Date, an acceptable surety bond or escrow arrangement in the form and amount specified in Section 4204(a)(1)(B) of ERISA (the “Multiemployer Plan Bond or Escrow”), unless such bond or escrow arrangement is waived pursuant to the U.S. Department of Labor regulations under Section 4204 of ERISA. The Multiemployer Plan Bond or Escrow shall be paid to the Multiemployer Plan should Purchaser completely or partially withdraw from or fail to make a contribution to the Multiemployer Plan at any time during the first five (5) plan years beginning after the Closing Date. If on or after the Closing Date, and within the five (5) plan years of the Multiemployer Plan following the Closing Date, Purchaser withdraws from or fails to make a required contribution to the Multiemployer Plan, Purchaser will be solely liable to the Multiemployer Plan for any assessment of withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan (but for Section 4204 of ERISA) if the withdrawal liability of Purchaser to the Multiemployer Plan is not paid. Purchaser or Seller shall promptly notify the other party of any demand for payment of withdrawal liability received by it from the Multiemployer Plan. Upon presentation by the Multiemployer Plan to Seller or Purchaser of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and after the Closing Date.

Multiemployer Pension Plans. Purchaser With respect to each Multiemployer Pension Plan listed in Section 7.7 of the Seller Disclosure Schedule which is a defined benefit pension plan in which any Union Employee participates under an applicable collective bargaining agreement and for which compliance with Section 4204 of ERISA is necessary in order to avoid the occurrence of a complete or partial withdrawal as a result of the transactions contemplated by this Agreement: (a) Buyer shall continue to contribute to the PACE Industry-Union Management Multiemployer Pension Fund (the “Multiemployer Plan”) for Plan substantially the same number of “contribution base units” units (as defined by Section 4001(a)(11) of ERISA) for which Seller and its predecessors had an “obligation to contribute” contribute to such plan. (as those terms are defined in b) Buyer shall comply with the provisions of Section 4001(a)(114204(a)(1)(B) of ERISA and 4212 of ERISA, respectively) provide to the Multiemployer Plan pursuant to the Steelworkers Agreement. Purchaser shall provide the Multiemployer Pension Plan for a period of five (5) plan years, years commencing with the first plan year beginning on or after the Closing Date, a bond issued by a corporate surety company that is an acceptable surety bond or escrow arrangement in within the form and amount specified in meaning of Section 4204(a)(1)(B) of ERISA ERISA, or an amount (the “Multiemployer Plan Bond or Escrow”)including a letter of credit, unless such bond or escrow arrangement is waived pursuant if acceptable to the U.S. Department Multiemployer Pension Plan) held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Pension Plan, in an amount equal to the greater of Labor regulations (A) the average annual contribution required to be made by Seller and its predecessors with respect to the Multiemployer Pension Plan for the three (3) plan years preceding the plan year in which the Closing Date occurs, or (B) the annual contribution that the Seller and its predecessors were required to make with respect to the Multiemployer Pension Plan for the last plan year before the plan year in which the Closing Date occurs. To the extent required under Section 4204 of ERISA. The Multiemployer Plan Bond , such bond (or Escrow escrowed funds or letter of credit) shall be paid to the Multiemployer Pension Plan should Purchaser completely if Buyer withdraws from the Multiemployer Pension Plan or partially withdraw from or fail fails to make a contribution to the Multiemployer Pension Plan when due, at any time during the first five (5) plan years beginning after the Closing Date. If on Notwithstanding the foregoing, Buyer shall not be obligated to provide such bond (or after escrowed funds or letter of credit) if excepted from such obligation under a variance that may be obtained pursuant to the Closing Dateprovisions of 29 C.F.R. Section 4204.11, 4204.12, 4204.13 and within 4204.21. Buyer shall have no obligation to provide such bond (or escrowed funds or letter of credit) until notified by the five (5) plan years trustees of their decision with respect to Buyer’s application to the Multiemployer Pension Plan for variance from such obligation as set forth herein, provided Buyer timely applies for any variance no later than the first day of the Multiemployer Plan first plan year following the Closing Date. If the trustees of the Multiemployer Pension Plan determine that Buyer does not qualify for a variance, Purchaser Buyer agrees to provide such bond (or, if allowed, escrowed funds or letter of credit) within thirty (30) days after it receives notice of the Multiemployer Pension Plan’s trustees decision. Seller agrees to cooperate with Buyer in obtaining the variance described in this subsection. (c) If Buyer withdraws from the Multiemployer Pension Plan in a complete withdrawal, or a partial withdrawal, before the last day of the fifth plan year beginning after the Closing Date and Buyer fails to make a required contribution to the Multiemployer Planits withdrawal liability payment when due, Purchaser will Seller shall be solely secondarily liable to the Multiemployer Pension Plan for any assessment of withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Pension Plan (but for Section 4204 of ERISA) if the ); provided, however, Buyer shall indemnify and hold harmless Seller and its affiliates and their respective stockholders, officers, directors, employees, affiliates, agents and representatives from and against any liability, claim or obligation relating to or arising out of Buyer’s failure to make its withdrawal liability of Purchaser payments when due without regard to the Multiemployer Plan is not paid. Purchaser any limitations in this Agreement on indemnification recoveries with respect to amounts or Seller shall promptly notify the other party of time frames within which indemnification claims must be consummated. (d) If at any demand for payment of withdrawal liability received by it from the Multiemployer Plan. Upon presentation by the Multiemployer Plan to Seller or Purchaser of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and time after the Closing Date, and prior to the end of the five (5) year period referred to in (c) above, Seller distributes substantially all of its assets or liquidates, then Seller shall provide a bond, escrow or letter of credit in favor of the Multiemployer Pension Plan in an amount, for the period of time, and in a form that complies with its obligations under Section 4204(a)(3) of ERISA, subject to its right to receive a variance from the Multiemployer Pension Plan.

Multiemployer Pension Plans. Purchaser shall continue (a) For each multiemployer pension plan (as defined in ERISA Section 4001(a)(3)) to which Seller or any of its affiliates has, or within the past six years had, an obligation to contribute with respect to the PACE IndustryBusiness or the Purchased Assets, Seller has provided Buyers with copies of all material correspondence from each multiemployer pension plan relating to its funded status under the Pension Protection Act for the most recent plan year, relating to or describing the existence of any minimum funding violation or application for waiver of a minimum funding violation, or relating to any rehabilitation plan or default plan adopted under such Pension Protection Act, and with one of the following: (i) a copy of a letter from the administrator of the multiemployer pension plan setting forth the estimated withdrawal liability which would be imposed by the multiemployer pension plan if the Seller or its affiliate, as applicable, were to withdraw from the multiemployer pension plan in a complete withdrawal, as of the most recently-Union Management Pension Fund obtained information, and the factors and methods used to determine such estimate; or (ii) a copy of the “Multiemployer Plan”most recently-available Form 5500 and/or actuarial report of the multiemployer pension plan, which sets forth the actuarial assumptions used in determining the present value of unfunded vested benefits for withdrawal liability purposes, and which shows that the multiemployer pension plan had no unfunded vested benefits for withdrawal liability purposes as of the date of such report or form; or (iii) for substantially a copy of a letter from the same number administrator of “contribution base units” for the multiemployer pension plan or the most recently-available actuarial report of the multiemployer pension plan, which Seller had an “obligation to contribute” (as those terms are defined in sets forth the allocation method used by the multiemployer pension plan under Section 4001(a)(11) and 4212 4211 of ERISA, respectivelythe present value of unfunded vested benefits of the multiemployer pension plan for withdrawal liability purposes as of each plan year relevant under such allocation method, and the total employer contributions (net of withdrawn employers) for each such relevant plan year, and a listing by relevant plan year of the total contributions to the Multiemployer Plan pursuant multiemployer pension plan which the Seller and all of its affiliates were obligated to the Steelworkers Agreement. Purchaser shall provide the Multiemployer Plan make for a period of five such plan year. (5b) plan years, commencing with the first plan year beginning on or after the Closing Date, an acceptable surety bond or escrow arrangement Except as disclosed in the form and amount specified in Section 4204(a)(1)(B) of ERISA (the “Multiemployer Plan Bond or Escrow”Schedule 4.15(b), unless such bond neither Seller, nor any of its affiliates has incurred a withdrawal (either complete or escrow arrangement is waived pursuant to the U.S. Department of Labor regulations under Section 4204 of ERISA. The Multiemployer Plan Bond partial) (as defined in section 4203 or Escrow shall be paid to the Multiemployer Plan should Purchaser completely or partially withdraw from or fail to make a contribution to the Multiemployer Plan at any time during the first five (5) plan years beginning after the Closing Date. If on or after the Closing Date, and within the five (5) plan years of the Multiemployer Plan following the Closing Date, Purchaser withdraws from or fails to make a required contribution to the Multiemployer Plan, Purchaser will be solely liable to the Multiemployer Plan for any assessment of withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan (but for Section 4204 4205 of ERISA) if the withdrawal liability of Purchaser from any multiemployer pension plan with respect to the Multiemployer Plan is not paid. Purchaser or Seller shall promptly notify the other party of any demand for payment of withdrawal liability received by it from the Multiemployer Plan. Upon presentation by the Multiemployer Plan to Seller or Purchaser of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and after the Closing DatePurchased Assets.

Multiemployer Pension Plans. Purchaser shall continue assume --------------------------- and be liable for any obligations or liabilities of Fox Corp and its Subsidiaries with respect to the Multiemployer Plans. In addition, Purchaser shall undertake a transaction covered by Section 4204 of ERISA with respect to the Multiemployer Plans, and the following provisions shall apply to such Multiemployer Plans: (a) As of the Closing Date, Purchaser shall be obligated to contribute to the PACE Industry-Union Management Pension Fund (the “each Multiemployer Plan”) Plan acquired hereunder for substantially the same number of “contribution base units” units for which Seller Fox Corp or the Subsidiaries had an “obligation to contribute” (as those terms are defined in Section 4001(a)(11) and 4212 of ERISA, respectively) contribute to such plans immediately prior to the Multiemployer Plan pursuant Closing with respect to such operations; (b) Subject to paragraph (d) below, during the Steelworkers Agreement. Purchaser shall provide period commencing on the Multiemployer Plan for a period first day of five (5) plan years, commencing with the first plan year beginning on or after following the Closing DateDate and ending on the expiration of the fifth such Plan Year (the "Contribution ------------ Period"), Purchaser shall provide to each Multiemployer Plan either a bond, ------ letter of credit or an acceptable surety bond escrow, in an amount, form and manner meeting the requirements of ERISA Section 4204. Notwithstanding anything contained in this paragraph (b) to the contrary, Purchaser shall not be obligated to provide any bond, letter of credit or an escrow provided herein in the event and to the extent Purchaser obtains from the Pension Benefit Guaranty Corporation ("PBGC"), or any other entity which is a successor to the ---- functions thereof, a proper variance or exemption under ERISA Section 4204(c). Fox Corp and its Subsidiaries agree to cooperate with Purchaser in connection with any application for such variance or exemption made by Purchaser to the PBGC. The cost of any bond, letter of credit or escrow arrangement in the form and amount specified in Section 4204(a)(1)(Bprovided under this paragraph (b) of ERISA (the “Multiemployer Plan Bond or Escrow”), unless such bond or escrow arrangement is waived pursuant to the U.S. Department of Labor regulations under Section 4204 of ERISA. The Multiemployer Plan Bond or Escrow shall be paid to the Multiemployer Plan should Purchaser completely or partially withdraw from or fail to make a contribution to the Multiemployer Plan at any time during the first five by Purchaser; (5c) plan years beginning after the Closing Date. If on or after the Closing Date, and within the five (5) plan years of the Multiemployer Plan following the Closing Date, Purchaser withdraws from or fails to make a required contribution to the Multiemployer Plan, Purchaser will be solely liable to the any Multiemployer Plan for any assessment of acquired hereunder in a complete or partial withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of Contribution Period, Fox Corp and the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will Subsidiaries shall be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan such plan (but for Section 4204 of ERISA) if the withdrawal liability of the Purchaser with respect to the Multiemployer Plan such plan is not paid. ; and (d) Purchaser shall not be required to provide a bond, letter of credit, escrow or Seller shall promptly notify the other party of any demand for payment of security pursuant to (b) above or ERISA Section 4204 if no withdrawal liability received by it from (after giving effect to the Multiemployer Plan. Upon presentation by de minimis rules under ERISA Section 4209) would be assessed against Fox Corp or the Subsidiaries with respect to any Multiemployer Plan to Seller or Purchaser as a result of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and after the Closing Datetransactions contemplated by this Agreement.

Multiemployer Pension Plans. Purchaser On or before the Closing Date, Seller shall continue use reasonable efforts to contribute obtain and furnish to Buyer written representations from all Multiemployer Pension Plans advising Seller of its potential withdrawal liability with respect to each such Multiemployer Pension Plan as of the PACE Industry-Union Management most recent date practicable before the Closing Date. As of the Closing Date, Buyer shall be substituted for Seller as the contributing employer under each Multiemployer Pension Fund Plan. Buyer shall take all action necessary to comply with Section 4204 of ERISA, including, without limitation; (i) from and after the “Closing Date, contributing to any Multiemployer Plan”) Pension Plan for substantially the same number of “contribution base units” units for which Seller had an “obligation to contribute” (as those terms are defined in Section 4001(a)(11) and 4212 of ERISA, respectively) contribute to the Multiemployer Plan pursuant Pension Plan, all as required by Section 4204(a)(1)(A) of ERISA; (ii) providing to the Steelworkers Agreement. Purchaser shall provide respective Multiemployer Pension Plans for the Multiemployer Plan for a period of five (5) plan years, commencing with the first plan year beginning on or after the Closing Date, an acceptable surety bond or escrow arrangement in the form and amount specified in required by Section 4204(a)(1)(B) of ERISA (the “Multiemployer Plan Bond or Escrow”), unless such a bond or escrow arrangement other security permitted by such section in the amount required by such section which is waived pursuant payable to the U.S. Department Multiemployer Pension Plan in accordance with such section, or obtaining a variance from such requirement by the end of Labor regulations the first plan year subsequent to Closing; and (iii) otherwise complying with the obligations of a "purchaser" under Section 4204 of ERISA. The Multiemployer Plan Bond or Escrow Seller shall be paid (A) assume the secondary liability to the Multiemployer Plan should Purchaser completely or partially withdraw from or fail to make a contribution Pension Plans contemplated by Section 4204(a)(1)(C) of ERISA in the event and to the Multiemployer Plan at extent provided in such section; and (B) otherwise comply with the obligations of a "seller" under Section 4204 of ERISA. Buyer agrees to indemnify and hold Seller harmless from any time during other liability, cost, expense or damage suffered or incurred by Seller (including secondary liability pursuant to the first five (5foregoing) plan years beginning after the Closing Date. If in connection with any withdrawal, whether partial or complete, or contribution default occurring on or after the Closing DateDate under any Multiemployer Pension Plan and ERISA Section 4203 or 4205. Notwithstanding the foregoing, Seller agrees to indemnify and within the five (5) plan years of the Multiemployer Plan hold harmless, following the Closing Date, Purchaser withdraws from or fails to make a required contribution to the Multiemployer Plan, Purchaser will be solely liable to the Multiemployer Plan for any assessment of withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan (but for Section 4204 of ERISA) if the withdrawal liability of Purchaser to the Multiemployer Plan is not paid. Purchaser or Seller shall promptly notify the other party each Buyer Indemnitee in respect of any demand for payment and all Losses suffered or incurred by such Buyer Indemnitee, arising from, by reason of, or in connection with, any breach of, or inaccuracy in any representation and warranty set forth in Section 3.13(c) hereof (it being understood that Section 10.2(b) shall not apply in respect of withdrawal liability received by it from the Multiemployer Plan. Upon presentation by the Multiemployer Plan to Seller or Purchaser of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and after the Closing Datethis sentence).