Common use of Pension and Employee Benefits Clause in Contracts

Pension and Employee Benefits. (a) Other than as disclosed in writing to Acetex on or prior to the date hereof, AT Plastics has complied, in all material respects, with all the terms of and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics and its Material Subsidiaries, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics or any of its Material Subsidiaries (collectively referred to as the "AT Plastics Plans") and all AT Plastics Plans are fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Plans or their assets which individually or in the aggregate would have a material adverse effect on AT Plastics. (c) Other than as disclosed in writing to Acetex on or prior to the date hereof, no event has occurred or condition exists with respect to the AT Plastics Plans or relating to any employee of AT Plastics or a Material Subsidiary which, individually or in the aggregate, is reasonably likely to result in a material liability to AT Plastics.

Pension and Employee Benefits. Except as Disclosed Publicly: (ai) Other than as disclosed in writing to Acetex on or prior to the date hereof, AT Plastics The Offeror has complied, in all material respects, with all the terms of all agreements and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics the Offeror, its Subsidiaries and its Material Subsidiariesmaterial joint ventures, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics the Offeror, any of its Subsidiaries or any of its Material Subsidiaries material joint ventures (collectively referred to as the "AT Plastics “Applicable Plans") ”), and all AT Plastics Applicable Plans are fully funded and in good standing in all material respects with such regulatory authorities as may be applicable. (bii) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Applicable Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Applicable Plans or their assets which individually or in the aggregate would have a material adverse effect on AT PlasticsMaterial Adverse Effect with respect to the Offeror. (ciii) Other than as disclosed in writing to Acetex on or prior to the date hereof, no No event has occurred or condition exists with respect to any of the AT Plastics Applicable Plans or relating to any employee of AT Plastics the Offeror, a Subsidiary or a Material Subsidiary material joint venture of the Offeror which, individually or in the aggregate, is reasonably likely to result in a material liability to AT Plasticsthe Offeror, the Subsidiary or the material joint venture, as applicable.

Pension and Employee Benefits. Except as Disclosed Publicly: (ai) Other than as disclosed in writing to Acetex on or prior to the date hereof, AT Plastics The Company has complied, in all material respects, with all the terms of all agreements and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics the Company, its Subsidiaries and its Material Subsidiariesmaterial joint ventures, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics the Company, any of its Subsidiaries or any of its Material Subsidiaries material joint ventures (collectively referred to as the "AT Plastics “Applicable Plans") ”), and all AT Plastics Applicable Plans are fully funded and in good standing in all material respects with such regulatory authorities as may be applicable. (bii) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Applicable Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Applicable Plans or their assets which individually or in the aggregate would have a material adverse effect on AT PlasticsMaterial Adverse Effect with respect to the Company. (ciii) Other than as disclosed in writing to Acetex on or prior to the date hereof, no No event has occurred or condition exists with respect to any of the AT Plastics Applicable Plans or relating to any employee of AT Plastics the Company, a Subsidiary or a Material Subsidiary material joint venture of the Company which, individually or in the aggregate, is reasonably likely to result in a material liability to AT Plasticsthe Company, the Subsidiary or the material joint venture, as applicable.

Pension and Employee Benefits. (a) Other than as disclosed in writing to Acetex AT Plastics on or prior to the date hereof, AT Plastics Acetex has complied, in all material respects, with all the terms of and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics Acetex and its Material Subsidiaries, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics Acetex or any of its Material Subsidiaries (collectively referred to as the "AT Plastics Acetex Plans") and all AT Plastics Acetex Plans are fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Acetex Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Acetex Plans or their assets which individually or in the aggregate would have a material adverse effect on AT PlasticsAcetex. (c) Other than as disclosed in writing to Acetex AT Plastics on or prior to the date hereof, no event has occurred or condition exists with respect to any of the AT Plastics Acetex Plans or relating to any employee of AT Plastics Acetex or a Material Subsidiary which, individually or in the aggregate, is reasonably likely to result in a material liability to AT PlasticsAcetex.

Pension and Employee Benefits. (ai) Other than as disclosed in writing to Acetex on or prior to Silvermex and the date hereof, AT Plastics has Silvermex Material Subsidiaries have complied, in all material respects, with all of the terms of and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics Silvermex and its the Silvermex Material Subsidiaries, as the case may be, including the terms provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics Silvermex or any of its the Silvermex Material Subsidiaries Subsidiaries, as the case may be (collectively referred to in this subsection as the "AT Plastics “Silvermex Plans"”) and all AT Plastics Silvermex Plans maintained by or binding upon Silvermex or any of the Silvermex Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicableapplicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Silvermex or any of the Silvermex Material Subsidiaries from any such regulatory authority. (bii) No step action has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Silvermex Plan maintained by or binding upon Silvermex or any of the Silvermex Material Subsidiaries, being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Plans or their assets which individually or in the aggregate would have a material adverse effect on AT Plasticsauthority. (c) Other than as disclosed in writing to Acetex on or prior to the date hereof, no event has occurred or condition exists with respect to the AT Plastics Plans or relating to any employee of AT Plastics or a Material Subsidiary which, individually or in the aggregate, is reasonably likely to result in a material liability to AT Plastics.

Pension and Employee Benefits. (a) Other than as disclosed in writing to Acetex Bowater on or prior to the date hereofhereof or in any document previously filed with the Securities Authorities, AT Plastics Avenor has complied, in all material respects, with all the terms of of, and all applicable Laws in respect of of, the pension and other employee compensation and benefit obligations of AT Plastics Avenor and its Material Subsidiaries, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics Avenor or any of its Material Subsidiaries (collectively referred to as the "AT Plastics Avenor Plans") and all AT Plastics Avenor Plans are fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Avenor Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxesTaxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Avenor Plans or their assets which individually or in the aggregate would have a material adverse effect on AT PlasticsAvenor. (c) Other than as disclosed in writing to Acetex on or prior to the date hereof, no event has occurred or condition exists with respect to the AT Plastics Plans or relating to any employee of AT Plastics or a Material Subsidiary which, individually or in the aggregate, is reasonably likely to result in a material liability to AT Plastics.

Pension and Employee Benefits. (a) Other than as disclosed in writing to Acetex AT Plastics on or prior to the date hereof, AT Plastics Acetex has complied, in all material respects, with all the terms of and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics Acetex and its Material Subsidiaries, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics Acetex or any of its Material Subsidiaries (collectively referred to as the "AT Plastics Acetex Plans") and all AT Plastics Acetex Plans are fully funded and in good standing with such regulatory authorities as may be applicable. (b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Acetex Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Acetex Plans or their assets which individually or in the aggregate would have a material adverse effect on AT Plastics.Acetex: (c) Other than as disclosed in writing to Acetex AT Plastics on or prior to the date hereof, no event has occurred or condition exists with respect to any of the AT Plastics Acetex Plans or relating to any employee of AT Plastics Acetex or a Material Subsidiary which, individually or in the aggregate, is reasonably likely to result in a material liability to AT PlasticsAcetex.

Pension and Employee Benefits. (ai) Other than as disclosed in writing Repap has made available to Acetex on or prior to the date hereofUPM a list of all current employee benefit, AT Plastics has compliedhealth, in all material respectswelfare, with all the terms of supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock option, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics and its Material Subsidiaries, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income similar plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics or any Repap and each of its Material Subsidiaries subsidiaries (collectively referred to as the "AT Plastics Repap Plans") and all AT Plastics Plans are fully funded and in good standing with such regulatory authorities as may be applicable). (bii) No To Repap's knowledge, no step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could would reasonably be expected to result in any AT Plastics Repap Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation Laws refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, feesTaxes, penalties or levies under applicable Laws. There To Repap's knowledge, there are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Repap Plans or their assets which individually or in the aggregate would have a material adverse effect Material Adverse Effect on AT PlasticsRepap. (ciii) Repap has made available to UPM true, correct and complete copies of all of the material Repap Plans requested by UPM (or, in the case of any material unwritten Repap Plan, a description thereof) together with funding agreements, actuarial reports, funding and financial information returns and statements with respect to each Repap Plan, and current plan summaries, booklets and personnel manuals. Repap has made available to UPM a true and complete copy of the most recent report filed with applicable Governmental Entities with respect to each Repap Plan in respect of which such a report was required. (iv) Other than as has been disclosed in writing by Repap to UPM in a form acceptable to UPM, all of the Repap Plans are in compliance in all material respects with all applicable Laws and their terms, and all of the Repap Plans are fully insured or fully funded. (v) Except as has been disclosed in writing by Repap to UPM in a form acceptable to UPM, the entry into or performance by Repap of this Agreement and the completion of the Amalgamation and the transactions contemplated thereby will not result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of Repap or any Repap Material Subsidiary, or increase any benefits otherwise payable under any Material Repap Plan or result in the acceleration of time of payment or vesting of any such benefits. (vi) Repap has disclosed in writing to Acetex on UPM in a form acceptable to UPM an accurate and complete list of each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA") and each stock option, stock appreciation right, restricted stock, stock purchase, stock unit, performance share, incentive, bonus, profit-sharing, savings, deferred compensation, health, medical, dental, life insurance, disability, accident, supplemental unemployment or retirement, employment, severance or salary or benefits continuation or fringe benefit plan, program, arrangement or agreement, in each case, subject to ERISA or for the benefit of active, retired or former employees or directors residing within the United States of America (or with respect to which any such employee or director is a participant or party), that have been established or maintained by Repap or any subsidiary thereof (collectively, the "US Repap Plans"). (vii) Except as has been disclosed in writing by Repap to UPM in a form acceptable to UPM: (A) each US Repap Plan is in substantial compliance with all applicable laws (including, without limitation, ERISA and the Code) and has been administered and operated in all material respects in accordance with its terms; (B) each US Repap Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favourable determination letter or opinion letter from the Internal Revenue Service and, to the knowledge of Repap, no event has occurred and no condition exists which would reasonably be expected to result in the revocation of any such determination; (C) no US Repap Plan is covered by Title IV of ERISA or subject to Section 412 of the Code or Section 302 of ERISA; (D) full payment has been timely made of all amounts which Repap and/or its subsidiaries are required under applicable law or under any US Repap Plan or related agreement to have paid as of the last day of the most recent fiscal year of each US Repap Plan ended prior to the date hereof, or such non-payment has been reflected in their financial statements, and, to the knowledge of Repap, no event has occurred or condition exists with respect to the AT Plastics Plans or relating to any employee of AT Plastics or a Material Subsidiary which, individually or in the aggregate, is that would reasonably likely be expected to result in a material increase in the level of such amounts paid or accrued for the most recently ended fiscal year; (E) neither Repap nor any of its subsidiaries has incurred or expects to incur any material liability (including, without limitation, additional contributions, fines, taxes or penalties) as a result of a failure to AT Plasticsadminister or operate any US Repap Plan that is a "group health plan" (as such terms is defined in Section 607(l) of ERISA or Section 5000(b)(l) of the Code) in compliance with the applicable requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code ("COBRA"); (F) no US Repap Plan provides for post-employment or retiree health, life insurance or other welfare benefits (G) neither Repap nor any of its subsidiaries has engaged in any transaction, act or omission to act in connection with any US Repap Plan that would reasonably be expected to result in the imposition of a material penalty or fine pursuant to Section 502 of ERISA, or a tax pursuant to Section 4975 of the Code; (I) the execution of this Agreement and the consummation of the transactions contemplated hereby do not constitute a triggering event under any US Repap Plan, policy, arrangement or agreement, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment, "parachute payment" (as such term is defined in Section 280G of the Code), severance, bonus, retirement or job security or similar-type benefit, or increase any benefits or accelerate the payment or vesting of any benefits to any employee or former employee or director or Repap or any of its affiliates; (J) no US Repap Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits; (K) no material liability, claim, action, litigation, audit, examination, investigation or administrative proceeding has been made, commenced or, to the best knowledge or Repap, threatened with respect to any US Repap Plan (other than routine claims for benefits payable in the ordinary course) which could result in a material liability of Repap or any affiliate thereof; and (L) except as required to maintain the tax-qualified status of any US Repap Plan intended to qualify under Section 401(a) of the Code, no condition or circumstance exists that would prevent the amendment or termination of any US Repap Plan. (viii) Repap has delivered or caused to be delivered to UPM or its counsel true and complete copies of each US Repap Plan, together with all amendments thereto, and, to the extent applicable, (A) all current summary plan descriptions; (B) the annual report on Internal Revenue Service Form 5500-series, including any attachments thereto, for each of the last three plan years; (C) the most recent actuarial valuation report; and (D) the most recent determination letter.