Pension and Benefit Matters. The following terms will govern the Parties’ obligations under Section 8.8(d)(ii)(C) of the Agreement (and any reference to Section 8.8 will be deemed to include a reference to this Exhibit):
Pension and Benefit Matters. (a) SCHEDULE 4.1(G)(X) contains a complete and accurate list of all Plans. True, correct, complete and, where applicable, up-to-date copies of Pension Documents have been provided to the Purchaser.
(b) All Plans are duly registered and in good standing under the applicable Pension Legislation and the Corporation has made all filings required by the Pension Authorities and Pension Legislation and to the Vendor's Knowledge no events have occurred which would affect the registered status of the Plans. The Plans and all investments held by such Plans comply in all material respects with all applicable Pension Legislation and Pension Contracts and have been maintained and administered in material compliance with the Plan Terms.
(c) All required contributions or premiums to be paid under the terms of the Plans have been fully paid to the date hereof in accordance with the applicable Pension Legislation and Pension Contracts.
(d) To the Vendor's Knowledge, no improvements to the Plans have been promised and no improvements will be made or promised prior to Closing except as may be required by applicable Pension Legislation and Pension Contracts and any such promises of benefit improvements shall be communicated to the Purchaser in writing prior to Closing.
(e) To the Vendor's Knowledge, there have been no withdrawals or transfers of assets from the Plans except to a member or a beneficiary in accordance with the Plan Terms or in accordance with an approval granted by the Pension Authorities or in accordance with Pension Legislation.
(f) To the Vendor's Knowledge, there are no outstanding actions or claims with respect to the Plans, other than claims for benefits submitted by members or beneficiaries in the normal course; and, to the Vendor's Knowledge, there is no litigation, legal action, suit, investigation, claim, counterclaim or proceeding pending or threatened against or affecting any Plan which could have a material adverse effect on the Vendor, the Corporation or on any Plan maintained as of the Closing Date.
(g) Except as disclosed in SCHEDULE 4.1(G)(X), there is not now and on the Closing Date there will not be any benefit plans established by or for the Corporation for its employees.
Pension and Benefit Matters. Except as disclosed in SCHEDULE 4.1(x), there is not now and on the Closing Date there will not be any benefit plans or Plans established by or for the Corporation for its employees.
Pension and Benefit Matters. The Company does not maintain or provide Plans and has no liabilities under or to any Plans. Schedule 2.12 sets forth a true and complete list of all employee benefits of any kind including but not limited to health, life or disability insurance plans or programs, and with respect to such benefits there is no unfunded liability, solvency deficiency, unpaid regular or special payment, experience deficiency, whether due or not and the costs of such benefits are reflected or accrued in the records of the Company..
Pension and Benefit Matters. (i) Schedule 9 lists and briefly describes all Benefit Plans, pension plans and retirement savings plans for Employees or former employees of the Employee Holdco (if any). There are no pension plans or retirement savings plans for Employees or former employees of the Employee Holdco (if any) other than the Pension Plan.
(ii) OLG has delivered or made available to the Service Provider true, complete and up-to-date copies of the Pension Plan and all the Benefit Plans provided to the Employees or former employees of the Employee Holdco (or, where oral, written summaries of the material terms thereof) as amended as of the Original Execution Date, together with all related documentation, including plan summaries and employee booklets.
(iii) All of the Benefit Plans and the Pension Plan are duly registered where required by Applicable Law and are in good standing thereunder (including registration with the relevant tax authorities where such registration is required to qualify for tax exemption or other beneficial tax status), all required contributions or payments in respect of the Benefit Plans and the Pension Plan have been made in accordance with Applicable Law, and the Benefit Plans and the Pension Plan have been established, administered, amended, funded and invested in compliance in all material respects with their terms, applicable Collective Agreements and all Applicable Law.
(iv) As of Closing, the only obligation of the Service Provider with respect to pension plans and retirement savings plans for the Employees and former employees of the Employee Holdco shall be as set out in Section 13.6.
(v) The Pension Plan does not contain a “defined benefit provision” as that term is defined in subsection 147.1(1) of the Tax Act.
Pension and Benefit Matters. (i) Exhibit 4.1(y) hereto is a complete list of each written or unwritten employee benefit, pension or retirement plan, program, agreement or arrangement whether formal or informal and whether legally binding or not, including any plan or arrangement relating to bonuses, incentive compensation, stock purchase rights, stock options, severance or termination pay, hospitalization or other medical or dental benefits, disability, life or other insurance, supplemental unemployment benefits or profit sharing (“Employee Plan”), and all deferred compensation arrangements in which any of the employees of Vendor re participants.
(ii) Each of the Employee Plans is duly registered where required by law, is in good standing and is maintained in material compliance with applicable laws.
(iii) Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions herein or therein contemplated will cause Buyer or any affiliate thereof to be liable to any person pursuant to the terms of any Employee Plan or applicable law.
(iv) Vendor is not a party to any pending or threatened action, claim, suit or proceeding by any person or governmental instrumentality concerning any Employee Plan which relates to Vendor or any of its employees.
(v) All payments due from Vendor (on account of employment contracts or otherwise) for Employee Plans have been paid for all periods ended on or prior to the date hereof, and for the period from the date hereof through the Closing Date, shall be paid by Vendor. Vendor has no Employee Plan that constitutes a “registered pension plan” as that term is defined in s. 248(1) of the Income Tax Act (Canada).
Pension and Benefit Matters. (a) Schedule 6.2.12(a) sets forth a true, complete, up-to-date and accurate list of all written or oral employee plans provided to or in respect of any Employee, including each employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by ABC or any of its Affiliates at any time in the last four (4) years or as provided by any collective agreement to which ABC or any of its Affiliates is a party or by which it is, or was at any time in the last four (4) years, bound or with respect to which ABC or any of its Affiliates has any actual or potential liability or obligations, including the ABC Benefit Plans, the ABC DC Pension Plans and the ABC DB Pension Plans, other than statutory benefit plans which ABC or its Affiliates are required to participate in or comply with, including the Canada and Quebec Pension Plans and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation (the “ABC Employee Plans”).
(b) The Purchasers have been supplied with true, correct, up-to-date and complete copies of all the ABC Employee Plans (or, where oral, written summaries of the material terms thereof) as amended as of the date hereof, together with all related plan summaries, employee booklets and personnel manuals.
(c) As of the date hereof, except for amendments to the AbitibiBowater Inc. Short Term Incentive Plan, no amendments have been made to any ABC Employee Plan and no improvements to any ABC Employee Plan have been promised since January 1st, 2011.
(d) Except for those ABC Benefit Plans providing post-retirement benefits to or in respect of Union Employees or their beneficiaries, neither ABC nor its Affiliates have any liability, contingent or otherwise, to provide post-retirement benefits to or in respect of any Transferred Employees or their beneficiaries.
(e) None of the ABC Employee Plans is a “multi-employer pension plan as defined under subsection 1(1) of ...
Pension and Benefit Matters. (i) Set forth on Schedule 3.1(bb)(i) is a complete list of (i) all "employee benefit plans" as defined in Section 3(3) of ERISA, sponsored by the Company or the Vendor or to which the Company is required to contribute, covering any present or former officers or employees of the Company, and (ii) all other fringe benefit plans and any other employee benefit arrangements or payroll practices (whether or not employee benefit plans), deferred compensation, bonus plans and employment agreements (whether written or oral) to which the Company or the Vendor is a party in respect of any present or former officers or employees of the Company, or with respect to which the Company is required to make payments, transfers or contributions or have any liability (collectively hereinafter referred to as the "Benefit Plans");
(ii) the Vendor has made available to the Purchaser true and complete copies, as applicable, of (i) the plan documents and all amendments thereto and summary plan descriptions and subsequent summaries of material modifications, and (ii) all related trust or custodial agreements, administrative and similar agreements, and insurance contracts or other funding agreements which relate to such Benefit Plans;
(iii) neither the Company nor the Vendor in the operation of the Business nor any other organization which is a member of a controlled group of organizations within the meaning of Code Sections 414(b), (c), (m) or (o) of which the Company is a member ("Controlled Group Member"), contribute to or has contributed to or sponsors or maintains or has sponsored or maintained any "employee pension benefit plan" as defined in Section 3(2) of ERISA which is subject to Title IV of ERISA or any multiemployer plan as defined in Section 3(37) of ERISA;
(iv) there has been no material violation by the Company or the Vendor in the operation of the Business of the continuation coverage requirements of group health plans as set forth in COBRA with respect to any Benefit Plan to which such continuation coverage requirements apply. There has been no material violation by the Company or the Vendor in the operation of the Business of the health insurance obligations (sometimes referred to as "HIPAA") imposed by Section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA with respect to any Benefit Plan which is a "group health plan" (as defined in Section 5000(b)(1) of the Code and Section 706 of ERISA) to which such insurance obligations apply (including the requ...
Pension and Benefit Matters. (i) The Corporation does not have, and never has had, a Pension Plan or any commitment to implement a Pension Plan.
(ii) All required contributions or premiums required to be paid by the Corporation, directly or indirectly, on its own behalf or on behalf of the Corporation's employees, to the registered retirement savings plan established by the Fonds regional de solidarite (FTQ) Outaouais (the "FTQ PLAN") have been fully paid to the date hereof in a timely fashion in accordance with the applicable Pension Legislation and Pension Contracts. No unfunded liability, solvency deficiency, unpaid special payment or experience deficiency, whether due or not, exists with respect to the FTQ Plan. As of the date hereof, the Corporation has no obligation to pay any contributions or premiums, whether directly or indirectly, on its own behalf or on behalf of the Corporation's employees, with respect to the FTQ Plan.
Pension and Benefit Matters for any tax imposed under Section 4971 through 4980B of the Code or civil liability under Section 502(i) or (1) of ERISA which could have an adverse effect on the condition of the Corporation or any of its affiliates. No Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle b of Title I of ERISA or Section 4980B of the Code.
