Common use of Pension and Benefit Plans; ERISA Clause in Contracts

Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.2(l) of the MXP Disclosure Schedule or in the MXP SEC Documents: (i) All "employee pension plans," as defined in Section 3(2) of the ERISA, maintained by MXP or any of its Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with MXP under Section 414(b), (c), (m) or (o) of the Code ("MXP ERISA Affiliate") or to which MXP or any of its Subsidiaries or any MXP ERISA Affiliate contributed or is obligated to contribute thereunder within six years prior to the RM Effective Time (the "MXP Pension Plans") intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the knowledge of MXP as of the date hereof, nothing has occurred with respect to the operation of the MXP Pension Plans that could cause the loss of such qualification or exemption or the imposition of any material liability, penalty, or tax under ERISA or the Code. (ii) There has been no material "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the MXP Pension Plans subject to Title IV of ERISA that would require the giving of notice or any material event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) As to the MXP Pension Plans subject to Title IV of ERISA, there has been no event or condition which presents the material risk of termination, no notice of intent to terminate has been given under Section 4041 of ERISA and no proceeding has been instituted under Section 4042 of ERISA to terminate, such that would result in a material liability to MXP, its Subsidiaries, or MXP ERISA Affiliates; no material liability to the PBGC has been incurred; no material accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred; and the assets of each MXP Pension Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such MXP Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC.

Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.2(l) of the MXP Disclosure Schedule or in the MXP SEC Documents: (i) All "employee pension plans," as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by MXP Drilex or any of its Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with MXP Drilex under Section 414(b), (c), (m) or (o) of the Code ("MXP Drilex ERISA Affiliate") or to which MXP Drilex or any of its Subsidiaries or any MXP Drilex ERISA Affiliate contributed or is obligated to contribute thereunder within six years prior to the RM Effective Time (the "MXP Drilex Pension Plans") intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the best knowledge of MXP Drilex as of the date hereof, nothing has occurred with respect to the operation of the MXP Drilex Pension Plans that could reasonably be expected to cause the loss of such qualification or exemption or the 11 18 imposition of any material liability, penalty, or tax under ERISA or the CodeCode that is reasonably likely to have a Material Adverse Effect on Drilex. (ii) There Except as disclosed in Schedule 3.1(l)(ii), there has been no material "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the MXP Drilex Pension Plans subject to Title IV of ERISA that would require the giving of notice or any material event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) As to the MXP Drilex Pension Plans and as to the "employee pension benefit plans" maintained or contributed to by Drilex, its Subsidiaries or by any Drilex ERISA Affiliate within six years prior to the Effective Time subject to Title IV of ERISA, there has been no event or condition which presents the a material risk of termination, no notice of intent to terminate has been given under Section 4041 of ERISA and no proceeding has been instituted under Section 4042 of ERISA to terminate, such that would result in a material liability to MXPDrilex, its Subsidiaries, or MXP Drilex ERISA Affiliates; no material liability to the PBGC Pension Benefit Guaranty Corporation ("PBGC") has been incurred; no material accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred; and the assets of each MXP Drilex Pension Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such MXP Drilex Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC. (iv) There is no violation of ERISA with respect to the filing of applicable reports, documents, and notices regarding all the "employee benefit plans," as defined in Section 3(3) of the ERISA and all other material employee compensation and benefit arrangements or payroll practices, including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by Drilex or any of its Subsidiaries or to which Drilex or any of its Subsidiaries contributed or is obligated to contribute thereunder (all such plans, other than the Drilex Pension Plans, being hereinafter referred to as the "Drilex Employee Benefit Plans"), or Drilex Pension Plans with the Secretary of Labor and the Secretary of the Treasury or the furnishing of such documents to the participants or beneficiaries of the Drilex Employee Benefit Plans or Drilex Pension Plans, which violation is reasonably likely to have a Material Adverse Effect on Drilex. (v) Except as disclosed on Schedule 3.1(l)(v), the Drilex Employee Benefit Plans and Drilex Pension Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA (including rules and regulations thereunder) and other applicable Federal and state law, all contributions to the Drilex Employee Benefit Plans and Drilex Pension Plans have been timely made pursuant to their terms, there is no material liability for breaches of fiduciary duty in connection with the Drilex Employee Benefit Plans and Drilex Pension Plans, there have been no material defaults, violations, actions, suits or claims pending (except ordinary claims for benefits), or to the knowledge of Drilex, threatened respecting the Drilex Employee Benefit Plans and Drilex Pension Plans, and neither Drilex nor any of its Subsidiaries has engaged in a material "prohibited transaction" within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to the Drilex Employee Benefit Plans and Drilex Pension Plans. (vi) Except as disclosed or referenced on Schedule 5.9, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee or group of employees of Drilex or any of its Subsidiaries; (ii) increase any benefits otherwise payable under any Drilex Employee Benefit Plan or Drilex Pension Plan or the profit sharing plan of Drilex or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Except as disclosed or referenced on Schedule 5.9 or in the Drilex SEC Documents, there are no severance agreements or employment agreements between Drilex or any of its Subsidiaries and any employee of Drilex or such Subsidiary.

Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.2(l) of the MXP Disclosure Schedule or in the MXP SEC Documents: (i) All "employee pension plans," as defined in Section 3(2) of the ERISA, maintained by MXP or Bakex Xxxhxx xx any of its Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with MXP Bakex Xxxhxx under Section 414(b), (c), (m) or (o) of the Code ("MXP ERISA Bakex Xxxhxx XXXSA Affiliate") or to which MXP or Bakex Xxxhxx xx any of its Subsidiaries or any MXP ERISA Bakex Xxxhxx XXXSA Affiliate contributed or is obligated to contribute thereunder within six years prior to the RM Effective Time (the "MXP Pension Bakex Xxxhxx Xxxsion Plans") intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the best knowledge of MXP as Bakex Xxxhxx xx of the date hereof, nothing has occurred with respect to the operation of the MXP Bakex Xxxhxx Pension Plans that could cause the loss of such qualification or exemption or the imposition of any material liability, penalty, or tax under ERISA or the CodeCode that is reasonably likely to have a Material Adverse Effect on Bakex Xxxhxx. (ii) There has been no material "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the MXP Pension Bakex Xxxhxx Xxxsion Plans subject to Title IV of ERISA that would require the giving of notice or any material event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) As There is no violation of ERISA with respect to the MXP Pension Plans subject to Title IV filing of ERISAapplicable reports, there has been no event or condition which presents documents, and notices regarding the material risk of termination, no notice of intent to terminate has been given under "employee benefit plans," as defined in Section 4041 3(3) of ERISA and no proceeding has all other material employee compensation and benefit arrangements or payroll practices including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by Bakex Xxxhxx xx any of its Subsidiaries or to which Bakex Xxxhxx xx any of its Subsidiaries contributed or is obligated to contribute thereunder (all such plans, other than the Bakex Xxxhxx Xxxsion Plans, being hereinafter referred to as the "Bakex Xxxhxx Xxxloyee Benefit Plans") or Bakex Xxxhxx Xxxsion Plans with the Secretary of Labor and the 20 27 Secretary of the Treasury or the furnishing of such documents to the participants or beneficiaries of the Bakex Xxxhxx Xxxloyee Benefit Plans or Bakex Xxxhxx Xxxsion Plans, which violation is reasonably likely to have a Material Adverse Effect on Bakex Xxxhxx. (iv) The Bakex Xxxhxx Xxxloyee Benefit Plans and Bakex Xxxhxx Pension Plans have been instituted under Section 4042 maintained, in all material respects, in accordance with their terms and with all provisions of ERISA to terminate(including rules and regulations thereunder) and other applicable Federal and state law, such that would result and neither Bakex Xxxhxx xxx any of its Subsidiaries has engaged in a material liability to MXP, its Subsidiaries, or MXP ERISA Affiliates; no material liability to the PBGC has been incurred; no material accumulated funding deficiency, whether or not waived, "prohibited transaction" within the meaning of Section 302 of ERISA or Section 412 4975 of the Code has been incurred; or Section 406 of ERISA with respect to the Bakex Xxxhxx Employee Benefit Plans and the assets of each MXP Pension Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such MXP Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGCBakex Xxxhxx Xxxsion Plans.

Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.2(l) in Section 3.15 of the MXP Target Disclosure Schedule or in the MXP SEC DocumentsLetter: (ia) All "employee pension benefit plans," as defined in Section 3(2) of the ERISA, maintained or contributed to by MXP or any of its Subsidiaries Target or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with MXP Target under Section 414(b), (c), (m) or (o) of the Code (a "MXP Target ERISA Affiliate") or to which MXP Target or any of its the Target Subsidiaries or any MXP Target ERISA Affiliate contributed or is obligated to contribute thereunder within six years prior to the RM Effective Time Closing (the "MXP Target Pension Plans") intended to qualify under Section 401 of the Code so qualify have received a favorable determination letter from the IRS and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Codesuch determination has not been modified, revoked or limited, and, to the knowledge Knowledge of MXP Target as of the date hereofClosing Date, nothing has occurred with respect to the operation of the MXP Target Pension Plans that could reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty, penalty or tax Tax under ERISA or the Code. (iib) There Neither Target nor any Target ERISA Affiliate currently sponsors, contributes to, maintains or has been no material liability (whether contingent or otherwise) under (i) a "reportable eventmultiemployer plan" (as that term is defined in Section 4043 4001(a)(3) of ERISA and the regulations thereunder with respect to the MXP Pension Plans ERISA) or (ii) an employee benefit plan that is or was subject to Part 3 of Subtitle B of Title I of ERISA, Section 412 of the Code, or Title IV of ERISA that would require the giving of notice or any material event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iiic) As To the Knowledge of Target, there is no violation of ERISA or the Code with respect to (i) the MXP Pension Plans subject to Title IV filing of applicable reports, documents, and notices with the Secretary of Labor and the Secretary of the Treasury regarding all "employee benefit plans," as defined in Section 3(3) of ERISA, and all other employee compensation and benefit arrangements or payroll practices, including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus (including, without limitation, any retention bonus plan), long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by Target or any of the Target Subsidiaries or with respect to which Target or any of the Target Subsidiaries has any liability or Target Pension Plans (all such plans, including Target Pension Plans, being hereinafter referred to as the "Target Employee Benefit Plans") or (ii) the furnishing of such documents to the participants or beneficiaries of Target Employee Benefit Plans. (d) Each Target Employee Benefit Plan, related trust (or other funding or financing arrangement) and all amendments thereto are listed in Section 3.15(d) of the Target Disclosure Letter, true and complete copies of which have been made available to Purchasers, as have the most recent summary plan descriptions, administrative service agreements, Form 5500s and, with respect to any Target Employee Benefit Plan intended to be qualified pursuant to Section 401(a) of the Code, a current IRS determination letter. (e) Each Target Employee Benefit Plan is, and its administration is and has been, in material compliance with, and none of Target nor any of the Target Subsidiaries has received any claim, notice or information that any such Target Employee Benefit Plan is not in compliance with, its terms and all applicable Laws, regulations, rulings and all other applicable governmental Laws, regulations and orders, and prohibited transaction exemptions, including, without limitation, the requirements of ERISA, bonding requirements and the furnishing of documents to the participants and beneficiaries (and other individuals entitled to such documents) of each such plan. (f) To the Knowledge of Target, there is no liability for breaches of fiduciary duty in connection with Target Employee Benefit Plans, and neither Target nor any of the Target Subsidiaries or any "party in interest" or "disqualified person" with respect to Target Employee Benefit Plans has been no event or condition which presents the material risk of termination, no notice of intent to terminate has been given under Section 4041 of ERISA and no proceeding has been instituted under Section 4042 of ERISA to terminate, such that would result engaged in a material liability to MXP, its Subsidiaries, or MXP ERISA Affiliates; no material liability to the PBGC has been incurred; no material accumulated funding deficiency, whether or not waived, non-exempt "prohibited transaction" within the meaning of Section 302 of ERISA or Section 412 4975 of the Code has been incurred; and the assets of each MXP Pension Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 406 of ERISA, under such MXP Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC.

Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.2(l2.1(l) of the MXP HT Disclosure Schedule or in the MXP HT SEC Documents: (i) All "employee pension benefit plans," as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by MXP HT, HLP or any of its Subsidiaries Subsidiary or any trade or business ----- (whether or not incorporated) which is under common control, or which is treated as a single employer, with MXP HT under Section 414(b), (c), (m) or (o) of the Code ("MXP HT ERISA Affiliate") or to which MXP HT, HLP or any of its Subsidiaries Subsidiary or any MXP HT ERISA -------------------- Affiliate contributed or is obligated to contribute thereunder within six years prior to the RM Effective Time date hereof (the "MXP HT Pension Plans") intended to qualify under ---------------- Section 401 of the Code so qualify both in form and operation, and have been determined by the trusts maintained pursuant thereto are exempt from federal income taxation IRS to be qualified under Section 501 401 of the Code, Code and, to the knowledge Knowledge of MXP as of the date hereof, HT nothing has occurred with respect to the operation of the MXP HT Pension Plans that could reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, penalty, penalty or tax Tax under ERISA or the Code. (ii) There has been no material "reportable event" as that term No HT Pension Plan is defined in Section 4043 of ERISA and the regulations thereunder with respect to the MXP Pension Plans subject to Title IV of ERISA that would require the giving of notice or any material event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) As There is no material violation of ERISA with respect to (A) the MXP Pension Plans subject to Title IV filing of applicable reports, documents, and notices with the Secretary of Labor and the Secretary of the Treasury regarding all "employee benefit plans," as defined in Section 3(3) of ERISA, there HT Pension Plans and all other material employee compensation and benefit arrangements or payroll practices, including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus (including, without limitation, any retention bonus plan), long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by HT, HLP or any Subsidiary or with respect to which HT, HLP or any Subsidiary has any liability (all such plans, other than HT Pension Plans, being hereinafter referred to as the "HT Employee Benefit Plans") or (B) the ---------------------------- furnishing of such documents to the participants or beneficiaries of HT Employee Benefit Plans or HT Pension Plans. (iv) Each HT Employee Benefit Plan and HT Pension Plan, related trust (or other funding or financing arrangement) and all amendments thereto are listed on Schedule 2.1(l) of the HT Disclosure Schedule, true and complete copies of which have been no event or condition which presents made available to CHP, as have the most recent summary plan descriptions, administrative service agreements, Form 5500s and, with respect to any HT Pension Plan intended to be qualified pursuant to Section 401 of the Code, a current determination letter. (v) HT Employee Benefit Plans and HT Pension Plans have been administered and maintained, in all material risk of terminationrespects, no notice of intent to terminate has been given under Section 4041 in accordance with their terms and with all provisions of ERISA and the qualification requirements of Section 401(a) of the Code (including rules and regulations thereunder) and other applicable Federal and state law. There is no proceeding liability for breaches of fiduciary duty in connection with HT Employee Benefit Plans and HT Pension Plans, and neither HT nor any Subsidiary or any "party in interest" or "disqualified person" with respect to HT Employee Benefit Plans and HT Pension Plans has been instituted under Section 4042 of ERISA to terminate, such that would result engaged in a material liability to MXP, its Subsidiaries, or MXP ERISA Affiliates; no material liability to the PBGC has been incurred; no material accumulated funding deficiency, whether or not waived, "prohibited transaction" within the meaning of Section 302 of ERISA or Section 412 4975 of the Code has been incurred; and the assets of each MXP Pension Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 406 of ERISA, under such MXP Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC.

Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.2(l) of the MXP Disclosure Schedule or in the MXP SEC Documents: (i) All "employee pension plans," as defined in Section 3(2) of the ERISA, maintained by MXP or Bakex Xxxhxx xx any of its Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with MXP under Bakex Xxxhxx xxxer Section 414(b), (c), (m) or (o) of the Code ("MXP ERISA Bakex Xxxhxx XXXSA Affiliate") or to which MXP or Bakex Xxxhxx xx any of its Subsidiaries or any MXP ERISA Bakex Xxxhxx XXXSA Affiliate contributed or is obligated to contribute thereunder within six years prior to the RM Effective Time (the "MXP Pension Bakex Hughxx Xxxsion Plans") intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the best knowledge of MXP as Bakex Xxxhxx xx of the date hereof, nothing has occurred with respect to the operation of the MXP Pension Bakex Xxxhxx Xxxsion Plans that could cause the loss of such qualification or exemption or the imposition of any material liability, penalty, or tax under ERISA or the CodeCode that is reasonably likely to have a Material Adverse Effect on Bakex Xxxhxx. (ii) There has been no material "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the MXP Pension Bakex Xxxhxx Xxxsion Plans subject to Title IV of ERISA that would require the giving of notice or any material event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA. (iii) As There is no violation of ERISA with respect to the MXP Pension Plans subject to Title IV filing of ERISAapplicable reports, there has been no event or condition which presents documents, and notices regarding the material risk of termination, no notice of intent to terminate has been given under "employee benefit plans," as defined in Section 4041 3(3) of ERISA and no proceeding has all other material employee compensation and benefit arrangements or payroll practices including, without limitation, severance pay, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus, long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by Bakex Xxxhxx xx any of its Subsidiaries or to which Bakex Xxxhxx xx any of its Subsidiaries contributed or is obligated to contribute thereunder (all such plans, other than the Bakex Xxxhxx Xxxsion Plans, being hereinafter referred to as the "Bakex Xxxhxx Xxxloyee Benefit Plans") or Bakex Xxxhxx Xxxsion Plans with the Secretary of Labor and the Secretary of the Treasury or the furnishing of such documents to the participants or beneficiaries of the Bakex Xxxhxx Employee Benefit Plans or Bakex Xxxhxx Xxxsion Plans, which violation is reasonably likely to have a Material Adverse Effect on Bakex Xxxhxx. (iv) The Bakex Xxxhxx Xxxloyee Benefit Plans and Bakex Xxxhxx Xxxsion Plans have been instituted under Section 4042 maintained, in all material respects, in accordance with their terms and with all provisions of ERISA to terminate(including rules and regulations thereunder) and other applicable Federal and state law, such that would result and neither Bakex Xxxhxx xxx any of its Subsidiaries has engaged in a material liability to MXP, its Subsidiaries, or MXP ERISA Affiliates; no material liability to the PBGC has been incurred; no material accumulated funding deficiency, whether or not waived, "prohibited transaction" within the meaning of Section 302 of ERISA or Section 412 4975 of the Code has been incurred; or Section 406 of ERISA with respect to the Bakex Xxxhxx Xxxloyee Benefit Plans and the assets of each MXP Pension Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such MXP Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGCBakex Xxxhxx Xxxsion Plans.