Common use of Pension and Employee Benefits Clause in Contracts

Pension and Employee Benefits. (i) Genco and the Genco Material Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 Genco or the Genco Material Subsidiaries, as the case may be (collectively referred to in this subsection as the “Genco Plans”) and all Genco Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries from any such regulatory authority. (ii) No 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 Genco Plan maintained by or binding upon Genco or any of the Genco 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.

Pension and Employee Benefits. (i) Genco and the Genco Material Subsidiaries have complied, in all material respects, eLandia has complied with all of the terms of the of, and all applicable Laws in respect of, its pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may beobligations, including the provisions 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 benefit-plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Genco or the Genco Material Subsidiaries, as the case may be it (collectively referred to in this subsection as the “Genco eLandia Plans”) and all Genco eLandia Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable applicable, and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries eLandia from any such regulatory authority. (ii) No action 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 Genco eLandia Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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 authorityauthority 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 eLandia Plans or their assets which individually or in the aggregate would have a Material Adverse Effect. (iii) To the knowledge of eLandia, no event has occurred, and there exists no condition or set of circumstances in connection with any benefit plan, under which eLandia, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject to any risk or Material liability under § 409 of ERISA, § 502(i) of ERISA, Title IV of ERISA or § 4975 of the Code. (iv) No transaction contemplated by this Agreement will result in liability to the United States Pension Benefit Guaranty Corporation under §§ 302(f), 4062. 4063, 4064 or 4069 of ERISA, or otherwise, with respect to eLandia, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to eLandia or any such corporation or organization.

Pension and Employee Benefits. (i) Genco GenSci has made available to IsoTis a list of all employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and the Genco Material Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 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 Genco or the Genco Material Subsidiaries, as the case may be GenSci and/or a GenSci Subsidiary (collectively referred to in this subsection as the “Genco GenSci Plans”) and all Genco Plans maintained by or binding upon Genco or any ). Schedule M states which of the Genco Material Subsidiaries are fully funded and GenSci Plans constitute “employee pension benefit plans” (as defined in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any section 3(2) of the Genco Material Subsidiaries from any such regulatory authorityUnited States Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or “employee welfare benefit plans” (as defined in section 3(1) of ERISA). (ii) No action 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 Genco GenSci Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, being ordered or required to be terminated or wound up in whole or in part or having its registration regulation under applicable legislation Applicable 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, 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 GenSci Plans or their assets which individually or in the aggregate would be a Material Adverse Change with respect to GenSci or any GenSci Subsdiary. (iii) GenSci has made available to IsoTis true, correct and complete copies of all of the GenSci Plans as amended (or, in the case of any unwritten GenSci Plan, a description thereof) together with all related documentation including, without limitation, funding agreements, actuarial reports, funding and financial information returns and statements with respect to each GenSci Plan, and current plan summaries, booklets and personnel manuals. GenSci has made available to IsoTis a true and complete copy of the most recent annual report on Form 5500 filed with the United States Internal Revenue Service with respect to each GenSci Plan in respect of which such a report was required. (iv) Other than as disclosed in Schedule M, all of the GenSci Plans are and have been established, registered, qualified, invested and administered, in all material respects, in accordance with all Applicable Laws, and in accordance with their terms and the terms of agreements between GenSci and/or a GenSci Subsidiary, as the case may be, and their respective employees. To the knowledge of GenSci, no fact or circumstance exists that could adversely affect the existing tax status of a GenSci Plan. (v) All obligations of GenSci or a GenSci Subsidiary regarding the GenSci Plans have been satisfied in all material respects. All contributions or premiums required to be made by GenSci and/or a GenSci Subsidiary, as the case may be, under the terms of each GenSci Plan or by Applicable Laws have been made in a timely fashion in accordance with Applicable Laws and the terms of the GenSci Plans. (vi) Other than as set forth in Schedule E, each GenSci Plan is fully insured or fully funded and in good standing with such regulatory authorities as may be applicable and, as of the date hereof, no notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by GenSci or a GenSci subsidiary from any such regulatory authority. (vii) There have been no improper withdrawals, applications or transfers of assets from any GenSci Plan or the trusts or other funding media relating thereto that remain outstanding and unremedied, and neither GenSci, nor any GenSci Subsidiary, nor any of their respective agents has been in breach of any fiduciary obligation with respect to the administration of the GenSci Plans or the trusts or other funding media relating thereto. (viii) No insurance policy or any other contract or agreement affecting any GenSci Plan requires or permits a retroactive increase in premiums or payments due thereunder. (ix) All GenSci Plans intended to be tax-qualified in the United States have been the subject of determination letters from the United States Internal Revenue Service to the effect that such GenSci Plans are qualified and exempt from United States Federal income taxes under sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of GenSci, has revocation been threatened, nor has any such GenSci Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs and, to the knowledge of GenSci, nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such GenSci Plan. (x) Except as set forth in Schedule E, no amount that could be received (whether in cash or property or the vesting of property) as a result of the transactions contemplated by this Agreement or the Arrangement by any employee, officer or director of GenSci or any of its affiliates who is a “disqualified individual” (as such term is defined in proposed United States Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or GenSci Plan currently in effect will fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the Code. (xi) Except as set forth in Schedule E, none of the GenSci Plans is a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA, nor has GenSci or any GenSci Subsidiary been obligated to contribute to any such multiemployer plan at any time within the past five years. (xii) Except as set forth in Schedule E, none of the GenSci Plans provides for payment of a benefit, the increase of a benefit amount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of the execution of or the consummation of the transactions contemplated by this Agreement or the Arrangement.

Pension and Employee Benefits. (i) Genco and the Genco Material Subsidiaries have complied, in all material respects, AST has complied with all of the terms of the of, and all applicable Laws in respect of, its pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may beobligations, including the provisions 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 benefit-plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Genco or the Genco Material Subsidiaries, as the case may be it (collectively referred to in this subsection as the “Genco AST Plans”) and all Genco AST Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable applicable, and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries AST from any such regulatory authority. (ii) No action 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 Genco an AST Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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 authorityauthority 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 AST Plans or their assets which individually or in the aggregate would have a Material Adverse Effect. (iii) To the knowledge of W&R, Stanford and AST, no event has occurred, and there exists no condition or set of circumstances in connection with any benefit plan, under which AST, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject to any risk or Material liability under § 409 of ERISA, § 502(i) of ERISA, Title IV of ERISA or § 4975 of the Code. (iv) No transaction contemplated by this Agreement will result in liability to the United States Pension Benefit Guaranty Corporation under §§ 302(f), 4062. 4063, 4064 or 4069 of ERISA, or otherwise, with respect to AST, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to AST.

Pension and Employee Benefits. (i) Genco Repap has made available to UPM a list of all current employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock option, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and the Genco Material Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 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 Genco or the Genco Material Subsidiaries, as the case may be Repap and each of its subsidiaries (collectively referred to in this subsection as the “Genco "Repap Plans”) and all Genco Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable and "). To Repap's knowledge, no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries from any such regulatory authority. (ii) No action 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 Genco Repap Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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 authorityauthority or being required to pay any material Taxes, penalties or levies under applicable Laws. 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 Repap Plans or their assets which individually or in the aggregate would have a Material Adverse Effect on Repap. 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. 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. 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. Repap has disclosed in writing to 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"). 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 that would reasonably 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 administer 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. 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.

Pension and Employee Benefits. (ia) Genco In respect of all employee benefit, health, welfare, supplemental unemployment benefit, bonus, incentive, pension, profit sharing, deferred compensation, stock compensation, stock option, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and the Genco Material Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 similar plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are sponsored, maintained or contributed to by Kinder or binding upon Genco or the Genco Material Subsidiaries, as the case may be any of its subsidiaries (collectively referred to in this subsection as the “Genco "Kinder Plans”) and all Genco Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable and "), no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries from any such regulatory authority. (ii) No action step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could be reasonably be expected to result in any Genco Kinder Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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 amount of 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, to Kinder's knowledge, threatened in respect of any of the Kinder Plans or their assets which individually or in the aggregate would have a Material Adverse Effect on Kinder. (b) All obligations of Kinder or a subsidiary of Kinder regarding the Kinder Plans have been satisfied in all material respects. All contributions or premiums required to be made by Kinder or a subsidiary of Kinder, as the case may be, under the terms of each Kinder Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Kinder Plans. (c) Each Kinder Plan that is subject to insurance or funding requirements is fully insured or fully funded (both on a going-concern and solvency basis) and in good standing with such regulatory authorities as may be applicable and, as of the date of this Agreement, no notice of underfunding, noncompliance, failure to be in good standing or otherwise has been received by Kinder or its subsidiaries from any such regulatory authority. (d) There have been no improper withdrawals, applications or transfers of assets from any Kinder Plan or the trusts or other funding media relating thereto that remain outstanding and unremedied, and neither Kinder, nor any subsidiary of Kinder, nor, to the knowledge of Kinder, any of their respective agents has been in breach of any fiduciary obligation with respect to the administration of the Kinder Plans or the trusts or other funding media relating thereto. (e) As to any Kinder Plan that is subject to Title IV of ERISA, no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, no reportable event within the meaning of Section 4043 of ERISA has occurred, no notice of intent to terminate the plan has been given under Section 4041 of ERISA, no proceeding has been instituted under Section 4042 of ERISA to terminate the plan, and (other than premiums under Section 4007 of ERISA) no liability to the United States Pension Benefit Guaranty Corporation has been incurred. (f) As to any Kinder Plan which is subject to ERISA or the Code, no act, omission or transaction has occurred which would result in imposition on Kinder or any subsidiary of Kinder of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a material civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA, or (iii) a material tax imposed pursuant to Chapter 43 of Subtitle D of the Code. (g) As to any Kinder Plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA or any other applicable Law, all representations of this Section 4.11 are made to Kinder's knowledge.

Pension and Employee Benefits. (i) Genco Datec and the Genco Material Datec Subsidiaries have complied, in all material respects, complied with all of the terms of the of, and all applicable Laws in respect of, its pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may beobligations, including the provisions 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 benefit-plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Genco or the Genco Material Subsidiaries, as the case may be it (collectively referred to in this subsection as the “Genco Datec Plans”) and all Genco Datec Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable applicable, and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries Datec from any such regulatory authority. (ii) No action 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 Genco Datec Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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 authorityauthority 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 Datec Plans or their assets which individually or in the aggregate would have a Material Adverse Effect. (iii) To the knowledge of the Datec, no event has occurred, and there exists no condition or set of circumstances in connection with any benefit plan, under which Datec or the Datec Subsidiaries, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject to any risk or Material liability under § 409 of ERISA, § 502(i) of ERISA, Title IV of ERISA or § 4975 of the Code. (iv) No transaction contemplated by this Agreement will result in liability to the United States Pension Benefit Guaranty Corporation under §§ 302(f), 4062. 4063, 4064 or 4069 of ERISA, or otherwise, with respect to Datec or the Datec Subsidiaries, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Datec or the Datec Subsidiaries or any such corporation or organization.

Pension and Employee Benefits. (i) Genco and the Genco Material Subsidiaries have complied, in all material respects, with all Section 3.1(l) of the terms Cedara Disclosure Letter sets forth a list of the pension all employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 similar plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained maintained, sponsored or contributed to by Cedara and/or a Cedara Material Subsidiary or binding upon Genco with respect to which Cedara and/or a Cedara Material Subsidiary participates or the Genco Material Subsidiaries, as the case may be has any liability or obligation (collectively referred to in this subsection as the “Genco Cedara Plans”). Section 3.1(l) and all Genco Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and Cedara Disclosure Letter states: (A) which of Cedara Plans constitute “employee pension benefit plans” (as defined in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any section 3(2) of the Genco Material Subsidiaries from any such regulatory authorityUnited States Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) or “employee welfare benefit plans” (as defined in section 3(1) of ERISA); or (B) “registered pension plans” for purposes of the Income Tax Act (Canada). (ii) No action 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 Genco Cedara Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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, 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 Cedara Plans or their assets which individually or in the aggregate would have a Material Adverse Effect on Cedara or a Cedara Material Subsidiary. Further, there exists no state or facts which after notice or lapse of time or both could reasonably be expected to give rise to any such action, suit, claim, trial, demand, investigation, arbitration or other proceeding. (iii) Cedara has made available to Merge true, correct and complete copies of all of Cedara Plans as amended (or, in the case of any unwritten Cedara Plan, a description thereof) together with all related documentation including, without limitation, funding agreements, actuarial reports, funding and financial information returns and statements and material correspondence with regulatory authorities with respect to each Cedara Plan, and current plan summaries, booklets and personnel manuals. Cedara has made available to Merge a true and complete copy of the most recent annual report on Form 5500 filed with the United States Internal Revenue Service with respect to each Cedara Plan in respect of which such a report was required. (iv) Other than as disclosed in Section 3.1(l) of the Cedara Disclosure Letter, all of the Cedara Plans are and have been established, registered, qualified, invested and administered, in all material respects, in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Cedara and/or a Cedara Material Subsidiary, as the case may be, and their respective employees. To the knowledge of Cedara, no fact or circumstance exists that could adversely affect the existing tax status of a Cedara Plan. (v) All obligations of Cedara or a Cedara Subsidiary regarding Cedara Plans have been satisfied in all material respects. All contributions or premiums required to be made by Cedara and/or a Cedara Material Subsidiary, as the case may be, under the terms of each Cedara Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Cedara Plans. All liabilities of Cedara and the Cedara Material Subsidiaries (whether accrued, absolute, contingent or otherwise) related to the Cedara Plans have been fully and accurately disclosed in accordance with GAAP in Cedara’s financial statements. (vi) Other than as set forth in Section 3.1(l) of the Cedara Disclosure Letter or Publicly Disclosed by Cedara, each Cedara Plan is fully insured or fully funded and in good standing with such regulatory authorities as may be applicable pursuant to the actuarial assumptions in and, as of the date hereof, no notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Cedara or its Subsidiaries from any such regulatory authority. (vii) There have been no improper withdrawals, applications or transfers of assets from any Cedara Plan or the trusts or other funding media relating thereto that remain outstanding and unremedied, and neither Cedara, nor any Cedara Subsidiary, nor any of their respective agents has been in breach of any fiduciary obligation with respect to the administration of Cedara Plans or the trusts or other funding media relating thereto. (viii) No insurance policy or any other contract or agreement affecting any Cedara Plan requires or permits a retroactive increase in premiums or payments due thereunder. (ix) All Cedara Plans intended to be tax-qualified in the United States have been the subject of determination letters from the United States Internal Revenue Service to the effect that such Cedara Plans are qualified and exempt from United States Federal income taxes under sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of Cedara, has revocation been threatened, nor has any such Cedara Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs and, to the knowledge of Cedara, nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. (x) Except as set forth in Section 3.1(l) of the Cedara Disclosure Letter, no amount that could be received (whether in cash or property or the vesting of property) as a result of the transactions contemplated by this Agreement or the Arrangement by any employee, officer or director of Cedara or any of its affiliates who is a “disqualified individual” (as such term is defined in proposed United States Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Cedara Plan currently in effect will fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the Code. (xi) Except as set forth in Section 3.1(l) of the Cedara Disclosure Letter, none of Cedara Plans is a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA or any other applicable Laws, nor has Cedara or any Cedara Subsidiary been obligated to contribute to any such multiemployer plan at any time within the past five years. (xii) Except as set forth in Section 3.1(l) of the Cedara Disclosure Letter, none of the Cedara Plans provides for payment of a benefit, the increase of a benefit amount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of the execution of or the consummation of the transactions contemplated by this Agreement or the Arrangement.

Pension and Employee Benefits. (i) Genco and the Genco Material Subsidiaries have complied, in all material respects, with all Section 3.2(q) of the terms Merge Disclosure Letter sets forth a list of the pension all employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 similar plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained maintained, sponsored or contributed to by Merge and/or a Merge Material Subsidiary or binding upon Genco with respect to which Merge and/or a Merge Material Subsidiary participates or the Genco Material Subsidiaries, as the case may be has any liability or obligation (collectively referred to in this subsection as the “Genco Merge Plans”). Section 3.2(q) and all Genco Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and Merge Disclosure Letter states: (A) which of Merge Plans constitute “employee pension benefit plans” (as defined in good standing with such regulatory authorities section 3(2) of ERISA or “employee welfare benefit plans” (as may be applicable and no notice defined in section 3(1) of underfunding, non-compliance, failure to be in good standing ERISA); or otherwise has been received by Genco or any (B) “registered pension plans” for purposes of the Genco Material Subsidiaries from any such regulatory authorityIncome Tax Act (Canada). (ii) No action 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 Genco Merge Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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, 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 Merge Plans or their assets which individually or in the aggregate would have a Material Adverse Effect on Merge or a Merge Material Subsidiary. Further, there exists no state or facts which after notice or lapse of time or both could reasonably be expected to give rise to any such action, suit, claim, trial, demand, investigation, arbitration or other proceeding. (iii) Merge has made available to Cedara true, correct and complete copies of all of the Merge Plans as amended (or, in the case of any unwritten Merge Plan, a description thereof) together with all related documentation including, without limitation, funding agreements, actuarial reports, funding and financial information returns and statements and material correspondence with regulatory authorities with respect to each Merge Plan, and current plan summaries, booklets and personnel manuals. Merge has made available to Cedara a true and complete copy of the most recent annual report on Form 5500 filed with the United States Internal Revenue Service with respect to each Merge Plan in respect of which such a report was required. (iv) Other than as disclosed in Section 3.2(q) of the Merge Disclosure Letter, all of the Merge Plans are and have been established, registered, qualified, invested and administered, in all material respects, in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Merge and/or a Merge Material Subsidiary, as the case may be, and their respective employees. To the knowledge of Merge, no fact or circumstance exists that could adversely affect the existing tax status of a Merge Plan. (v) All obligations of Merge or a Merge Subsidiary regarding Merge Plans have been satisfied in all material respects. All contributions or premiums required to be made by Merge and/or a Merge Material Subsidiary, as the case may be, under the terms of each Merge Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Merge Plans. (vi) Other than as set forth in Section 3.2(q) of the Merge Disclosure Letter or Publicly Disclosed by Merge, each Merge Plan is fully insured or fully funded and in good standing with such regulatory authorities as may be applicable pursuant to the actuarial assumptions in and, as of the date hereof, no notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Merge or its Subsidiaries from any such regulatory authority. All liabilities of Merge and the Merge Material Subsidiaries (whether accrued, absolute, contingent or otherwise) related to the Merge Plans have been fully and accurately disclosed in accordance with GAAP in Merge’s financial statements. (vii) There have been no improper withdrawals, applications or transfers of assets from any Merge Plan or the trusts or other funding media relating thereto that remain outstanding and unremedied, and neither Merge, nor any Merge Subsidiary, nor any of their respective agents has been in breach of any fiduciary obligation with respect to the administration of Merge Plans or the trusts or other funding media relating thereto. (viii) No insurance policy or any other contract or agreement affecting any Merge Plan requires or permits a retroactive increase in premiums or payments due thereunder. (ix) All Merge Plans intended to be tax-qualified in the United States have been the subject of determination letters from the United States Internal Revenue Service to the effect that such Merge Plans are qualified and exempt from United States Federal income taxes under sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of Merge, has revocation been threatened, nor has any such Merge Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs and, to the knowledge of Merge, nothing has occurred since the date of such letter that could reasonably be expected to affect the qualified status of such plan. (x) Except as set forth in Section 3.2(q) of the Merge Disclosure Letter, no amount that could be received (whether in cash or property or the vesting of property) as a result of the transactions contemplated by this Agreement or the Arrangement by any employee, officer or director of Merge or any of its affiliates who is a “disqualified individual” (as such term is defined in proposed United States Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Merge Plan currently in effect will fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the Code. (xi) Except as set forth in Section 3.2(q) of the Merge Disclosure Letter, none of Merge Plans is a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA or any other applicable Laws, nor has Merge or any Merge Subsidiary been obligated to contribute to any such multiemployer plan at any time within the past five years. (xii) Except as set forth in Section 3.2(q) of the Merge Disclosure Letter, none of the Merge Plans provides for payment of a benefit, the increase of a benefit amount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of the execution of or the consummation of the transactions contemplated by this Agreement or the Arrangement.

Pension and Employee Benefits. Except as disclosed in Section 4.18 of Seller’s Disclosure Schedule: (ia) Genco Section 4.18(a) of Seller’s Disclosure Schedule sets forth a list of all employee benefit, health, welfare, supplemental unemployment benefit, bonus, incentive, pension, profit sharing, current or deferred compensation, stock compensation, stock option, stock purchase, stock appreciation, phantom stock option, savings, retirement, supplementary retirement, hospitalization insurance, health or other medical, dental, life, legal, disability or other insurance (whether insured or self-insured) and the Genco Material Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 similar plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are sponsored, maintained or contributed to by or binding upon Genco or any of the Genco Material SubsidiariesAcquired Entities, as the case may be other than Statutory Plans (collectively referred to in this subsection as the “Genco Benefit Plans”). (b) No step has been taken, no event has occurred and all Genco Plans maintained by no condition or binding upon Genco circumstance exists that has resulted in or could be reasonably expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable 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 amount of 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, grievances, arbitrations or other proceedings pending or, to the Knowledge of Seller, threatened in respect of any of the Genco Benefit Plans or their assets which individually or in the aggregate would have a Material Subsidiaries Adverse Effect with respect to any Acquired Entity and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such action, suit, claim, trial, demand, investigation, grievance, arbitration or other proceedings. (c) Seller has provided to Buyer true, correct, up-to-date and complete copies of the current versions of the Benefit Plans as amended (or, in the case of any unwritten Benefit Plan an up-to-date description of the material terms thereof) together with the most recent actuarial reports, financial statements, employee booklets and funding statements with respect to each of the Benefit Plans. Seller has provided to Buyer a true and complete copy of the most recent annual information return filed with the Canada Revenue Agency with respect to each Benefit Plan in respect of which such a return was required. (d) All of the Benefit Plans are and have been established, registered, qualified, invested and administered, in all material respects in accordance with all applicable Laws, regulations, orders, or other legislative, administrative or judicial proclamations applicable to the Benefit Plans and in accordance with their terms and the terms of agreements, written or oral, between any of the Acquired Entities and its employees. No fact or circumstance exists that could adversely affect the existing tax preferred or tax exempt status of a Benefit Plan. (e) All contributions or premiums required to be made by each Acquired Entity under the terms of each Benefit Plan, any collective bargaining agreements, or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Benefit Plans. (f) Each Benefit Plan that is subject to insurance or funding requirements is fully insured or fully funded (both on a going-concern and solvency basis) in accordance with the assumptions disclosed in the most recent applicable actuarial report and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries Acquired Entity from any such regulatory authority. (iig) There have been no improper withdrawals, applications or transfers of assets from any Benefit Plan or the trusts or other funding media relating thereto that remain outstanding and unremedied, and no Acquired Entity and no Acquired Entity’s agent has been in breach of any fiduciary obligation with respect to the administration of the Benefit Plans or the trusts or other funding media relating thereto. (h) No action has amendments have been taken, no event has occurred made to any Benefit Plan and no condition commitments to improve or circumstance exists that has resulted in otherwise amend any Benefit Plan will be made, or could reasonably be expected to result in any Genco Plan maintained promised by or binding upon Genco or any of the Genco Material SubsidiariesAcquired Entities prior to Closing except as required by applicable Laws to secure the continued registration of any existing Benefit Plan, being ordered nor has any intention or commitment to do any of the foregoing been communicated to any employee. (i) No insurance policy or any other contract or agreement affecting any Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. (j) No employment, severance or termination agreement, other compensation arrangement or Benefit Plan provides for payment of a benefit, the increase of a benefit amount, forgiveness of indebtedness, the acceleration of contributions or funding, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of the execution of this Agreement or the consummation of the transactions contemplated by this Agreement (whether or not some other subsequent action or event would be required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revokedcause such payment, increase, acceleration, or being placed vesting to be triggered). (k) None of the Benefit Plans provides benefits to retired employees or to the beneficiaries or dependants of retired employees. (l) All liabilities of the Acquired Entities (whether accrued, absolute, contingent or otherwise) related to the Benefit Plans have been fully and accurately accrued and disclosed, and reported in accordance with GAAP in the consolidated financial statements (including, in each case, any related notes thereto) contained in the Financial Statements. No changes have occurred or are expected to occur to any Benefit Plan that would materially affect the most recent actuarial report prepared in respect of the applicable Benefit Plan. (m) None of the Benefit Plans is a multi-employer pension plan as defined under the administration provisions of applicable Laws. (n) None of the Acquired Entities or, to the Knowledge of Seller, Partially-Owned Entities maintains or contributes to any trustee ERISA-covered plans nor does it have any liability or receiver potential liability with respect to any pension plan subject to Title IV or regulatory authoritysection 302 of ERISA or section 412 of the Internal Revenue Code. As of the Closing Date, none of the Employees employed by any of the Acquired Entities or Partially-Owned Entities shall have any entitlements under any Benefit Plans that are subject to ERISA.

Pension and Employee Benefits. (i) Genco and the Genco Material Subsidiaries have complied, in all material respects, with all Section 3.1(l) of the terms TMB Disclosure Letter sets forth a list of the pension all employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the 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 similar plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained maintained, sponsored or contributed to by TMB and/or a TMB Subsidiary or binding upon Genco with respect to which TMB and/or a TMB Subsidiary participates or the Genco Material Subsidiaries, as the case may be has any liability or obligation (collectively referred to in this subsection as the “Genco TMB Plans”) and all Genco Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries from any such regulatory authority). (ii) No action 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 Genco TMB Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, 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 authorityauthority or being required to pay any 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 TMB Plans or their assets which individually or in the aggregate would have a Material Adverse Effect on TMB or a TMB Subsidiary. Further, there exists no state or facts which after notice or lapse of time or both could reasonably be expected to give rise to any such action, suit, claim, trial, demand, investigation, arbitration or other proceeding. (iii) TMB has made available to Parent true, correct and complete copies of all of the TMB Plans as amended (or, in the case of any unwritten TMB Plan, a description thereof) together with all related documentation including, without limitation, funding agreements, actuarial reports, funding and financial information returns and statements and material correspondence with regulatory authorities with respect to each TMB Plan, and current plan summaries, booklets and personnel manuals. (iv) Other than as disclosed in Section 3.1(l) of the TMB Disclosure Letter, all of the TMB Plans are and have been established, registered, qualified, invested and administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between TMB and/or a TMB Subsidiary, as the case may be, and their respective employees. No fact or circumstance exists that could adversely affect the existing tax status of a TMB Plan. (v) All obligations of TMB or a TMB Subsidiary regarding the TMB Plans have been satisfied. All contributions or premiums required to be made by TMB and/or a TMB Subsidiary, as the case may be, under the terms of each TMB Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the TMB Plans. All liabilities of TMB and its Subsidiaries (whether accrued, absolute, contingent or otherwise) related to the TMB Plans have been fully and accurately disclosed in accordance with GAAP in TMB’s financial statements. (vi) No insurance policy or any other contract or agreement affecting any TMB Plan requires or permits a retroactive increase in premiums or payments due thereunder. (vii) Except as set forth in Section 3.1(1) of the TMB Disclosure Letter, none of the TMB Plans provides for the payment of a benefit, the increase of a benefit amount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit by reason of the execution of or the consummation of the transactions contemplated by this Agreement or the Arrangement. (viii) None of the TMB Plans is a “registered pension plan” or a “multi-employer pension plan”, defined in both cases pursuant to Laws. (ix) Except as disclosed in section 3.1(l) of the TMB Disclosure Letter, none of the TMB Plans provides post-retirement benefits to or in respect of employees of TMB or its Subsidiaries or to or in respect of their respective beneficiaries. (x) All data necessary to administer each TMB Plan is true and correct.