Common use of Pension and Employee Benefits Clause in Contracts

Pension and Employee Benefits. 4.1.23.1 Purchaser and each of its subsidiaries have complied in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by or binding upon Purchaser or such subsidiary or in respect of which Purchaser or any of its subsidiaries has any actual or potential liability (collectively, the “Purchaser Plans”) and with all applicable Laws relating thereto. 4.1.23.2 All of the Purchaser Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Purchaser and/or any of its subsidiaries, as the case may be, and their respective employees who are members of the Purchaser Plans. 4.1.23.3 All current obligations of Purchaser or any of its subsidiaries regarding the Purchaser Plans have been satisfied except as would not reasonably be expected to have a Material Adverse Effect on Purchaser and no Taxes are owing or exigible under any of the Purchaser Plans. All contributions or premiums required to be made by Purchaser or any of its subsidiaries, as the case may be, under the Terms of each Purchaser Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Purchaser Plans except as would not reasonably be expected to have a Material Adverse Effect on Purchaser. 4.1.23.4 Each Purchaser Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Purchaser or any of its subsidiaries from any such Governmental Entities. No Purchaser Plan provides any non-pension post-retirement or post-employment benefits. Purchaser would not incur any material withdrawal liability form withdrawing form any multiemployer plan (within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended). Purchaser has an effective reservation of rights for each non-pension-post retirement or post-employment benefit plan which allows Purchaser to amend or terminate such plan, subject to applicable Law. 4.1.23.5 To the knowledge of Purchaser, no Purchaser Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Purchaser Plan required to be registered or qualified. 4.1.23.6 Neither the execution and delivery of this Agreement by Purchaser nor consummation of the Arrangement nor compliance by Purchaser with any of the provisions hereof, shall result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of Purchaser or any of its subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Purchaser Plan or restriction held in connection with a Purchaser Plan.

Pension and Employee Benefits. 4.1.23.1 Purchaser 3.1.23.1 Target and each of its subsidiaries have complied in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by or binding upon Purchaser Target or such subsidiary or in respect of which Purchaser Target or any of its subsidiaries has any actual or potential liability (including the Target DSU Plan and the Target Stock Option Plan) (collectively, the “Purchaser Target Plans”) and with all applicable Laws relating thereto. 4.1.23.2 3.1.23.2 All of the Purchaser Target Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Purchaser Target and/or any of its subsidiaries, as the case may be, and their respective employees who are members of the Purchaser Target Plans. 4.1.23.3 3.1.23.3 All current obligations of Purchaser Target or any of its subsidiaries regarding the Purchaser Target Plans have been satisfied except as would not reasonably be expected to have a Material Adverse Effect on Purchaser Target and no Taxes are owing or exigible under any of the Purchaser Target Plans. All contributions or premiums required to be made by Purchaser Target or any of its subsidiaries, as the case may be, under the Terms of each Purchaser Target Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Purchaser Target Plans except as would not reasonably be expected to have a Material Adverse Effect on PurchaserTarget. 4.1.23.4 3.1.23.4 Each Purchaser Target Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Purchaser Target or any of its subsidiaries from any such Governmental Entities. No Purchaser Target Plan provides any non-pension post-retirement or post-employment benefits. Purchaser Target would not incur any material withdrawal liability form from withdrawing form from any multiemployer plan (within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended). Purchaser Target has an effective reservation of rights for each non-pension-post retirement or post-employment benefit plan which allows Purchaser Target to amend or terminate such plan, subject to applicable Law. 4.1.23.5 3.1.23.5 To the knowledge of PurchaserTarget, no Purchaser Target Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Purchaser Target Plan required to be registered or qualified. 4.1.23.6 3.1.23.6 Neither the execution and delivery of this Agreement by Purchaser Target nor consummation of the Arrangement nor compliance by Purchaser Target with any of the provisions hereof, shall result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of Purchaser Target or any of its subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Purchaser Target Plan or restriction held in connection with a Purchaser Target Plan.

Pension and Employee Benefits. 4.1.23.1 Purchaser and each of its subsidiaries have complied in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by or binding upon Purchaser or such subsidiary or in respect of which Purchaser or any of its subsidiaries has any actual or potential liability (collectively, the “"Purchaser Plans”") and with all applicable Laws relating thereto. 4.1.23.2 All of the Purchaser Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Purchaser and/or any of its subsidiaries, as the case may be, and their respective employees who are members of the Purchaser Plans. 4.1.23.3 All current obligations of Purchaser or any of its subsidiaries regarding the Purchaser Plans have been satisfied except as would not reasonably be expected to have a Material Adverse Effect on Purchaser and no Taxes are owing or exigible under any of the Purchaser Plans. All contributions or premiums required to be made by Purchaser or any of its subsidiaries, as the case may be, under the Terms of each Purchaser Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Purchaser Plans except as would not reasonably be expected to have a Material Adverse Effect on Purchaser. 4.1.23.4 Each Purchaser Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Purchaser or any of its subsidiaries from any such Governmental Entities. No Purchaser Plan provides any non-pension post-retirement or post-employment benefits. Purchaser would not incur any material withdrawal liability form withdrawing form any multiemployer plan (within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended). Purchaser has an effective reservation of rights for each non-pension-post retirement or post-employment benefit plan which allows Purchaser to amend or terminate such plan, subject to applicable Law. 4.1.23.5 To the knowledge of Purchaser, no Purchaser Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Purchaser Plan required to be registered or qualified. 4.1.23.6 Neither the execution and delivery of this Agreement by Purchaser nor consummation of the Arrangement nor compliance by Purchaser with any of the provisions hereof, shall result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of Purchaser or any of its subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Purchaser Plan or restriction held in connection with a Purchaser Plan.

Pension and Employee Benefits. 4.1.23.1 Purchaser 3.1.23.1 Target and each of its subsidiaries have complied in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by or binding upon Purchaser Target or such subsidiary or in respect of which Purchaser Target or any of its subsidiaries has any actual or potential liability (including the Target DSU Plan and the Target Stock Option Plan) (collectively, the “Purchaser "Target Plans”") and with all applicable Laws relating thereto. 4.1.23.2 3.1.23.2 All of the Purchaser Target Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Purchaser Target and/or any of its subsidiaries, as the case may be, and their respective employees who are members of the Purchaser Target Plans. 4.1.23.3 3.1.23.3 All current obligations of Purchaser Target or any of its subsidiaries regarding the Purchaser Target Plans have been satisfied except as would not reasonably be expected to have a Material Adverse Effect on Purchaser Target and no Taxes are owing or exigible under any of the Purchaser Target Plans. All contributions or premiums required to be made by Purchaser Target or any of its subsidiaries, as the case may be, under the Terms of each Purchaser Target Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Purchaser Target Plans except as would not reasonably be expected to have a Material Adverse Effect on PurchaserTarget. 4.1.23.4 3.1.23.4 Each Purchaser Target Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Purchaser Target or any of its subsidiaries from any such Governmental Entities. No Purchaser Target Plan provides any non-pension post-retirement or post-employment benefits. Purchaser Target would not incur any material withdrawal liability form from withdrawing form from any multiemployer plan (within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended). Purchaser Target has an effective reservation of rights for each non-pension-post retirement or post-employment benefit plan which allows Purchaser Target to amend or terminate such plan, subject to applicable Law. 4.1.23.5 3.1.23.5 To the knowledge of PurchaserTarget, no Purchaser Target Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Purchaser Target Plan required to be registered or qualified. 4.1.23.6 3.1.23.6 Neither the execution and delivery of this Agreement by Purchaser Target nor consummation of the Arrangement nor compliance by Purchaser Target with any of the provisions hereof, shall result in any payment (including severance, unemployment compensation, bonuses or otherwise) becoming due to any director or employee of Purchaser Target or any of its subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Purchaser Target Plan or restriction held in connection with a Purchaser Target Plan.