Common use of Pension and Benefit Plans Clause in Contracts

Pension and Benefit Plans. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 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, and each Plan has 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent. (b) The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge of the Borrowers requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of each Group Member required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each Group Member, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$1,000,000. 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 in a timely manner. Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse Effect.

Pension and Benefit Plans. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 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, and each Plan has 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 5,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans 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 Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge of the Borrowers requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of each Group Member required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each Group Member, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds plans in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$1,000,000. 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 in a timely manner. Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse Effect.

Pension and Benefit Plans. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 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, and each Plan has 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any either Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 5,000,000 if any either Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans 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 Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge of the Borrowers requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of each Group Member required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each Group Member, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds plans in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$$1,000,000. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse Effect.

Pension and Benefit Plans. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 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, and each Plan has 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 25,000,000150,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent. (b) The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge of the Borrowers requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of each Group Member required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each Group Member, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds Fundsfunds in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$1,000,000. 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 in a timely manner. Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government GovernmentGovernmental Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse Effect.

Pension and Benefit Plans. All Pension Plans (aif any) Neither and Benefit Plans (if any) to which the Borrower is a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 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, and each Plan has complied party are described in all material respects with the applicable provisions of ERISA and the CodeSchedule 5.11. 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent. (b) The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any all other Requirement of Law Applicable Laws which to the knowledge of the Borrowers requires require registration and no event has occurred which is reasonably likely to cause the loss of such that registered status. All material obligations of the Borrower (including fiduciary, funding, investment and administration obligations, if any, of each Group Member ) required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not There is no proceeding, action, suit or claim (other than routine claims for benefits) pending or threatened involving the Pension Plans or the Benefit Plans, and no facts exist which could reasonably be expected to result in a Material Adverse Effectgive rise to that type of proceeding, (i) there are no outstanding disputes concerning action, suit or claim. Each of the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is fully funded to the extent required by law 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 principlesGAAP). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and and, in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse EffectPlans. All contributions or premiums required to be made or paid by each Group Member, if any, the Borrower to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000Applicable Laws. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected by the Borrower and have been fully paid into such Canadian those plans in compliance with the plans and Applicable Laws. The pension fund under each Pension Plan Funds is exempt from the payment of any income tax and there are no taxes, penalties or interest owing in a timely manner, other than respect of any such withholdings, collections or payments in an aggregate amount not greater than C$1,000,000pension fund. All material reports and disclosures relating to the Canadian Pension Plans required by such those plans and any Requirement of Law Applicable Laws to be filed or distributed have been filed or distributed in a timely manner. Each Group Member has withheld all employee withholdings compliance with the plans and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse EffectApplicable Laws.

Pension and Benefit Plans. (a) Neither a Reportable Event nor an “"accumulated funding deficiency” " (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has 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 five-year period. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any either Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 5,000,000 if any either Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans 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 Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge of the Borrowers requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of each Group Member required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each Group Member, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds plans in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$$1,000,000. All material reports and disclosures relating to the Canadian Pension Plans required by such plans and any Requirement of Law to be filed or distributed have been filed or distributed in a timely manner. Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse Effect.

Pension and Benefit Plans. (a) All accrued obligations of VCI applicable to its employees, whether arising by operation of law, by contract, by past custom or otherwise, for payments by VCI to trusts or other funds or to any governmental agency, with respect to unemployment compensation benefits, social security benefits or any other benefits for its employees with respect to the employment of said employees through the date hereof have been paid or adequate accruals therefor have been made on, as applicable, the Books and Records of VCI and the VCI Financial Statements. (b) Except as disclosed on Schedule 3.22, as of the date hereof: (1) Neither VCI nor any of its ERISA Affiliates maintains or has any obligations to contribute to, or has in effect or has committed to adopt, any Pension Plan or any Welfare Plan; (2) Each ERISA Plan conforms in all material respects to all applicable laws and orders, including ERISA and the applicable provisions of the Code. All notices, reports, returns, applications and disclosures have been timely made which are required to be made to the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, any participants in the ERISA Plans, any trustee, or any insurer with respect to the ERISA Plans; (3) VCI and its ERISA Affiliates have made or provided for (with fully-funded reserves) all contributions heretofore required to have been made under all of the ERISA Plans, and will, by the Closing Date, have made or provided for (with fully-funded reserves) all contributions required to be made on or before the Closing Date under all such plans; (4) No ERISA Plan nor any trust created thereunder, nor any trustee or administrator thereof has engaged in a Reportable Event nor transaction which may subject any of such ERISA Plans, any such trust, or any party dealing with such ERISA Plans or any such trust, to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA; (5) There are no material actions, claims or lawsuits which have been asserted or instituted against the assets of any of the trusts under the ERISA Plans, and no basis for such action, claim or lawsuit exists, and no such action, claim or lawsuit has been threatened; (6) VCI has not agreed to indemnify any other party for any liabilities or expenses which have been or may in the future be incurred by or asserted against such other party in respect of any ERISA Plan; (7) Each Pension Plan constituting one of the ERISA Plans is qualified under Section 401 of the Code, each of the trusts maintained with respect thereto is exempt from federal income taxation under Section 501 of the Code, and nothing has occurred which would cause the loss of such qualification or exemption or the imposition of any penalty under Section 4971 of the Code; (8) The assets of each Pension Plan constituting one of the ERISA Plans (including Pension Plans maintained by an “accumulated funding deficiency” ERISA Affiliate) are sufficient to pay all liabilities of the plan, including, without limitation, all liabilities to pay benefits to any past or present participant or beneficiary in such plan, any expense incurred in administering the plan, and any liabilities for Taxes which may be imposed on the plan or on any trust maintained in connection with the plan; (9) The value of all accrued benefits under each Pension Plan constituting one of the ERISA Plans (including Pension Plans maintained by an ERISA Affiliate) which is a "defined benefit plan" within the meaning of Section 412 3(35) of ERISA, including each "multi-employer plan" within the meaning of Section 3(37) of ERISA, does not exceed, on an accrual basis, the aggregate value of the Code or assets of each such plan; (10) There has been no "reportable event," within the meaning of Section 302 4043(b) 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 PlanPension Plan which constitutes one of the ERISA Plans since the effective date of Section 4043(b) of ERISA; (11) The transaction contemplated by this Agreement will not result in a reportable event, within the meaning of ERISA Section 4043, other than a reportable event with respect to which (i) the ERISA Section 4043 reportable event notice requirement has been waived or (ii) the Pension Benefit Guaranty Corporation will not apply a penalty for failure to satisfy the reportable event notice requirement; (12) Neither VCI nor any of its ERISA Affiliates has any liability to the Pension Benefit Guaranty Corporation pursuant to Title IV of ERISA in respect of any Pension Plan constituting one of the ERISA Plans (including Pension Plans maintained, or formerly maintained, by an ERISA Affiliate); (13) Neither VCI nor any of its ERISA Affiliates maintains or has any obligation to contribute to any multi-employer plan; (14) Neither VCI nor any of its ERISA Affiliates has terminated a defined benefit plan or multi-employer plan or suffered or otherwise caused a "complete withdrawal" or "partial withdrawal" as such terms are respectively defined in Sections 4203 and each Plan 4205 of ERISA from any multi- employer plan. Since April 1, 1979, neither VCI nor any of its ERISA Affiliates has complied with Section 4204 of ERISA in all material respects order to avoid any such "complete withdrawal" or "partial withdrawal;" (15) The transaction contemplated by this Agreement will not result in a VCI liability for severance or termination pay or result in increased employee benefits becoming payable to any employees of VCI; (16) Neither VCI nor any of its ERISA Affiliates has any unpaid liability in respect of any employee for any contributions and/ or premiums due under any Welfare Plan constituting one of the ERISA Plans; (17) Neither VCI nor its ERISA Affiliates has any liability as to any benefits to which any employee may be entitled under any Welfare Plan constituting one of the ERISA Plans, whether for benefits due or claims filed; and (18) VCI does not maintain any health or life insurance plan that provides for continuing benefits or coverage for any participant or any spouse, dependent or beneficiary under such plan after termination of employment, other than as may be required under Section 4980B of the Code and regulations thereunder ("COBRA"). VCI is in compliance with the applicable provisions of ERISA COBRA notice 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject continuation coverage requirements with respect to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolventmaintained by VCI. (bc) The Canadian Pension Plans are duly registered under True, correct and complete copies of the Income Tax Act following documents, with respect to the each of the ERISA Plans, have been delivered to Prism: (Canada1) Each ERISA Plan document, employment contract, policy, procedure or other governing instrument relating to a ERISA Plan, including all amendments, supplements, collective bargaining agreements, letters, memoranda, understandings and any other Requirement of Law which document reasonably necessary to reflect the knowledge of the Borrowers requires registration terms and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, conditions of each Group Member ERISA Plan. (2) The most recent summary plan description of each ERISA Plan for which a summary plan description is required to be performed pursuant to a Requirement under ERISA, and summaries of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of material modification thereto. (3) All instruments under which the assets of any ERISA Plan are held or managed and benefits provided, including, but not limited to, insurance contracts, trust agreements, custodial contracts and investment management agreements. (4) The two most recent Forms 5500, 5500-C or 5500- R for each ERISA Plan for which such filing is required, with all attachments and schedules thereto. (5) The two most recent annual financial statements for each ERISA Plan, if not included with such Form 5500 (5500-C or 5500-R). (6) The most recent actuarial valuation report for each ERISA Plan (as applicable). (7) With respect to each ERISA Plan that has received a determination letter under Section 401(a) of the Canadian Code, and any voluntary employee benefit association trust that has received a determination letter under Section 501(c) of the Code, the most recent Internal Revenue Service determination letter (including any letter concerning the tax-exempt status of any trust under Sec tion 501(a) of the Code), the application submitted when requesting such determination letter, and any subsequently filed determination letter request. (d) All Pension Plans or the Canadian Benefit Plans. Except as would not reasonably shall be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded terminated by VCI prior to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each Group Member, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$1,000,000. 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 in a timely manner. Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse EffectEffective Time.

Pension and Benefit Plans. (a) Neither Except as set forth in the Disclosure Schedule, DuraTherm (i) does not maintain and has not maintained since November 29, 1995 any Plan or Other Arrangement, (ii) is not and has not since November 29, 1995 been a Reportable Event nor an “accumulated funding deficiency” party to any Plan or Other Arrangement or (within the meaning of Section 412 of the Code or Section 302 of ERISAiii) has occurred during the five year period prior to the date on which this representation is made no obligations under any Plan or deemed made with respect to any Plan, and each Plan has 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is InsolventOther Arrangement. (b) The Canadian Pension Plans are duly registered No Plan is or was a Multiemployer Plan. (c) No Plan is or was an ESOP. (d) No Plan is or was a Defined Benefit Plan. (e) Since November 29, 1995, DuraTherm has made all contributions and paid all premiums and other payments required by and due under the Income Tax Act terms of each Plan and Other Arrangement and has taken no action (Canadaincluding, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase Buyer's or DuraTherm's obligation under any Plan or Other Arrangement. No Plan or Other Arrangement is subject to a retroactive rate adjustment or loss sharing arrangement. (f) The Disclosure Schedule sets forth a list of all Qualified Plans. Since November 29, 1995, all Qualified Plans and any related trust agreements or annuity agreements (or any other Requirement of Law which to funding Document) comply and have complied with ERISA, the knowledge of Code (including, without limitation, the Borrowers requires registration requirements for Tax qualification described in Section 401 thereof), and no event has occurred which is reasonably likely to cause all other Laws, except where the loss of such registered status. All material obligations, if any, of each Group Member required failure to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as compliance would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required To the knowledge of the Seller, the trusts established under such Plans are exempt from federal income taxes under Section 501(a) of the Code. DuraTherm has received favorable determination letters issued by the IRS with respect to be made or paid by each Group MemberQualified Plan, if any, and DuraTherm has Furnished to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms Buyer true and complete copies of all such plans determination letters and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$1,000,000. All material reports and disclosures correspondence relating to the Canadian Pension Plans required applications therefor. Since November 29, 1995, all statements made by such plans or on behalf of DuraTherm to the IRS in connection with applications for determinations with respect to each Qualified Plan were true and any Requirement of Law complete when made and continue to be filed or distributed have been filed or distributed true and complete. To its knowledge, nothing has occurred since the date of the most recent applicable determination letter that would adversely affect the tax-qualified status of any Qualified Plan. (g) Since November 29, 1995, DuraTherm has complied in a timely manner. Each Group Member has withheld all employee withholdings material respects with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair Labor Standards Act, the Securities Act, the Securities Exchange Act of 1934, and has made all employer contributions other Laws pertaining to be withheld and made by it pursuant to applicable law on account of Canadian Pension the Plans, Other Arrangements and other employee or employment insurance related benefits, and employee income taxesall premiums and assessments relating to all Plans or Other Arrangements, other than any such contributions and withholdings in an aggregate amount not greater than C$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any except where the failure to be so fully funded which could in compliance would not reasonably be expected to have a Material Adverse Effect. Since November 29, 1995, each Plan and Other Arrangement has been maintained and administered in all material respects with its terms and any related documents. DuraTherm has no liability for any delinquent contributions within the meaning of Section 515 of ERISA (including, without limitation, related attorneys' fees, costs, liquidated damages and interest) or for any arrearages of wages. DuraTherm has no pending or, to Seller's knowledge, threatened unfair labor practice charges, contract grievances under any collective bargaining agreement, other administrative charges, claims, grievances, audits, investigations or lawsuits before any court, governmental agency, regulatory body, or arbiter arising under any Law governing any Plan or Other Arrangement, and there exist no facts that could give rise to such a claim. (h) No Plan promises or provides post-retirement medical, life insurance or other benefits due now or in the future to current, former or retired employees of DuraTherm. The execution and performance of the transactions contemplated by this Purchase Agreement will not constitute an event under any Plan or Other Arrangement that will result in any payment (whether as severance pay or otherwise), acceleration, vesting or increase in benefits with respect to any current, former or retired employees of DuraTherm, other than the Minority Shareholders.

Pension and Benefit Plans. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 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, and each Plan has 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. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 5,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans 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 Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge of the Borrowers requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of each Group Member required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law 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). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such improvements will result in a solvency deficiency or a going concern unfunded liability in the affected Canadian Pension Plan which could reasonably be expected to have a Material Adverse Effect. All contributions or premiums required to be made or paid by each Group Member, if any, to the Canadian Pension Plans or the Canadian Benefit Plans have been made or paid in a timely fashion in accordance with the terms of such plans and all Requirements of Law, other than any such contributions and premiums in an aggregate amount not greater than C$1,000,000. All employee contributions to the Canadian Pension Plans or the Canadian Benefit Plans by way of authorized payroll deduction or otherwise have been properly withheld or collected and fully paid into such Canadian Pension Plan Funds in a timely manner, other than any such withholdings, collections or payments in an aggregate amount not greater than C$1,000,000. 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 in a timely manner. Each Group Member has withheld all employee withholdings and has made all employer contributions to be withheld and made by it pursuant to applicable law on account of Canadian Pension Plans, employment insurance and employee income taxes, other than any such contributions and withholdings in an aggregate amount not greater than C$1,000,000. Each Canadian Pension Plan is fully funded on both a going concern and on a solvency basis using actuarial methods and assumptions which are consistent with valuations last filed with applicable Government Authorities and with generally accepted actuarial principles, save for any failure to be so fully funded which could not reasonably be expected to have a Material Adverse Effect.