Common use of Pension and Other Benefit Plans Clause in Contracts

Pension and Other Benefit Plans. (a) Except as disclosed on Schedule 2.18, the Corporation does not ------------- currently have, has not since the date of its incorporation had, and is under no obligation to provide at any time in the future any Pension/Benefit Plans for any of its officers, directors or employees, and does not have any obligations or liabilities (either absolute or contingent) in respect of any such Pension/Benefit Plans. (b) Schedule 2.18 sets forth a complete list of all Pension/Benefit ------------- Plans. (c) Current and complete copies of all written Pension/Benefit Plans or, where oral, written summaries of the material terms thereof, have been provided or made available to the Purchaser together with current and complete copies of all documents relating to the Pension/Benefit Plans, including, without limitation, as applicable, (i) all documents establishing, creating or amending any Pension/Benefit Plan; (ii) all trust agreements, funding agreements, insurance contracts and investment management agreements; (iii) all financial statements and accounting statements and reports, and investment reports for each of the last three years and the three most recent actuarial reports; (iv) all reports, returns, filings and material correspondence with any regulatory authority in the last three years; and (v) all booklets, summaries or manuals prepared for or circulated to, and written communications of a general nature to employees concerning any Pension/Benefit Plan. (d) All obligations under the Pension/Benefit Plans (whether pursuant to the terms thereof or applicable Regulations) have been satisfied, and there are no outstanding defaults or violations thereunder by the Corporation nor does the Corporation have any knowledge of any default or violation by any other party to any Pension/Benefit Plan. (e) All contributions or premiums required to be paid to or in respect of each Pension/Benefit Plan have been paid in a timely fashion in accordance with the terms thereof and all applicable Regulations, and no Taxes, penalties or fees or owing or eligible under any Pension/Benefit Plan. (f) No material changes have occurred in respect of any Pension/Benefit Plan since the date of the most recent financial, accounting or actuarial report, as applicable, issued in connection with any Pension/Benefit Plan, which could reasonably be expected to adversely affect the relevant report (including rendering it misleading in any material respect). (g) All employee data necessary to administer each Pension/Benefit Plan is in the possession of the Corporation and is complete, correct and in a form which is sufficient for the proper administration of the Pension/Benefit Plans, and none of the Pension/Benefit Plans (other than coverage mandated by applicable law or death benefits or retirement benefits under any pension plan), provide benefits to retired employees. (h) None of the Pension/Benefit Plans require or permit a retroactive increase in premiums or payments, and the level of insurance reserves, if any, under any insured Pension/Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (i) None of the Pension/Benefit Plans has any unfunded liabilities that are not reflected in the Financial Statements or the books and records of the Corporation. (j) Neither the Corporation nor any ERISA Affiliate has violated Section 4980B of the Code or Section 601 through 608 of ERISA.

Pension and Other Benefit Plans. (a) Except as disclosed on ------------------------------- Schedule 2.182.17, the Corporation does not ------------- currently have, has not since the date ------------- of its incorporation had, had and is under no obligation to provide at any time in the future any Pension/Benefit Plans for any of its officers, directors or employees, and does not have any obligations or liabilities (either absolute or contingent) in respect of any such Pension/Benefit Plans. (b) Schedule 2.18 sets forth a complete list of all Pension/Benefit ------------- Plans. (c) Current and complete copies of all written Pension/Benefit Plans or, where oral, written summaries of the material terms thereof, have been provided or made available to the Purchaser together with current and complete copies of all documents relating to the Pension/Benefit Plans, including, without limitation, as applicable, (i) all documents establishing, creating or amending any Pension/Benefit Plan; (ii) all trust agreements, funding agreements, insurance contracts and investment management agreements; (iii) all financial statements and accounting statements and reports, and investment reports for each of the last three [three] years and the three [three] most recent actuarial reports; (iv) all reports, returns, filings and material correspondence with any regulatory authority in the last three [three] years; and (v) all booklets, summaries or manuals prepared for or circulated to, and written communications of a general nature to employees concerning any Pension/Benefit Plan. (c) Each Pension/Benefit Plan is, and has been, established, registered, qualified, administered and invested, in compliance, in all material respects, with (i) the terms thereof and (ii) all applicable laws; and the Corporation has not received, in the last three years, any oral or written notice from any person questioning or challenging such compliance (other that in respect of any claim related solely to that person), and neither the Corporation nor the Seller has knowledge of any such notice from any person questioning or challenging such compliance beyond the last three years. (d) All obligations under the Pension/Benefit Plans (whether pursuant to the terms thereof or applicable RegulationsLaw) have been satisfied, and there are no outstanding defaults or violations thereunder by the Corporation nor does the Corporation have any knowledge of any default or violation by any other party to any Pension/Benefit Plan. (e) There have been no amendments, modifications or restatements of any Pension Benefit Plan made, or any improvements in benefits promised, under the Pension/Benefit Plans since the Financial Statement Date. (f) All contributions or premiums required to be paid to or in respect of each Pension/Benefit Plan have been paid in a timely fashion in accordance with the terms thereof and all applicable Regulationslaw, and no Taxes, penalties or fees or owing or eligible under any Pension/Benefit Plan. (fg) There is no proceeding, action, suit or claim (other than routine claims for benefits) pending or threatened involving any Pension/Benefit Plan or its assets, and, to the Seller's knowledge, no facts exist which could reasonably be expected to give rise to any such proceeding, action, suit or claim (other than routine claims for benefits). (h) To the Seller's knowledge, no event has occurred respecting any Pension/Benefit Plan which would entitle any person (without the consent of the Corporation) to windup or terminate any Pension/Benefit Plan, in whole or in part, or which could, reasonably be expected to adversely affect the tax status thereof. (i) There are no going concern unfunded actuarial liabilities, past service unfunded liabilities or solvency deficiencies respecting any of the Pension/Benefit Plans. (j) No material changes have occurred in respect of any Pension/Benefit Plan since the date of the most recent financial, accounting or actuarial report, as applicable, issued in connection with any Pension/Benefit Plan, which could reasonably be expected to adversely affect the relevant report (including rendering it misleading in any material respect). (gk) The Corporation has not received, or applied for, any payment of surplus out of any Pension/Benefit Plan. (l) The Corporation has not taken any contribution holidays under any Pension/Benefit Plan. (m) There have been no improper withdrawals or transfers of assets from any Pension/Benefit Plan. (n) All employee data necessary to administer each Pension/Benefit Plan is in the possession of the Corporation and is complete, correct and in a form which is sufficient for the proper administration of the Pension/Benefit Plans, and none of the Pension/Benefit Plans (Plans, other than coverage mandated by applicable law the pension plans or death benefits any group registered retirement savings plan or supplemental pension or retirement benefits under any pension plan), provide benefits to retired employees. (ho) None of the Pension/Benefit Plans require or permit a retroactive increase in premiums or payments, and the level of insurance reserves, if any, under any insured Pension/Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (i) None of the Pension/Benefit Plans has any unfunded liabilities that are not reflected in the Financial Statements or the books and records of the Corporation. (j) Neither the Corporation nor any ERISA Affiliate has violated Section 4980B of the Code or Section 601 through 608 of ERISA.

Pension and Other Benefit Plans. (a) Except as disclosed on Schedule 2.18, the Corporation does not ------------- currently have, has not since the date of its incorporation had, and is under no obligation to provide at any time in the future any Pension/Benefit Plans for any of its officers, directors or employees, and does not have any obligations or liabilities (either absolute or contingent4.24(a) in respect of any such Pension/Benefit Plans. (b) Schedule 2.18 sets forth a complete list of all Pension/the Benefit ------------- Plans and the transfer approval notice of such Benefit Plans. All Benefit Plans were made available to the Purchaser in the Data Room. The Corporation has no stock option plan, but some Employees are eligible under the Vendor's Stock Option Plan. Table of Contents (b) No defined benefit or defined contribution Pension Plan has been established, maintained or administered by the Corporation in the last three (3) fiscal years, and the Corporation does not have, and at no time in the last three (3) fiscal years has had, an obligation to contribute to a Pension Plan. (c) Current True and complete copies of all written Pension/Benefit Plans orthe following materials, where oral, written summaries covering a period of three (3) fiscal years prior to the material terms thereofClosing Date, have been provided or made available to Purchaser in the Purchaser together with current and complete copies of all documents relating to the Pension/Benefit Plans, including, without limitation, as applicable, Data Room: (i) all current and prior plan documents establishingfor each Benefit Plan or, creating or amending any Pension/in the case of an unwritten Benefit Plan, a written description of such Benefit Plan; and (ii) all letters from any Governmental Authority, including the Canada Revenue Agency and the applicable pension regulator (the "Pension Regulator") with respect to any of the Benefit Plans; (iii) all current and prior summary plan descriptions, summaries of material modifications, annual reports and summary annual reports with respect to any of the Benefit Plans including all approvals from the Pension Regulator relating to contribution or premium holidays and withdrawal of surplus; and (iv) all current and prior trust agreements, funding agreements, insurance contracts and investment management agreements; (iii) all financial statements and accounting statements and reports, and investment reports for each other documents relating to the funding or payment of the last three years and the three most recent actuarial reports; (iv) all reports, returns, filings and material correspondence with benefits under any regulatory authority in the last three years; and (v) all booklets, summaries or manuals prepared for or circulated to, and written communications of a general nature to employees concerning any Pension/Benefit Plan. (d) All obligations Each Benefit Plan is, and has been, established, amended and administered in material compliance with the terms of such Benefit Plan, and all applicable Laws. To the Knowledge of the Vendor, there is no pending or threatened Claim with respect to any Benefit Plan (other than routine claims for benefits). The Corporation has reserved all rights necessary to amend or terminate each of the Benefit Plans without the consent of any other Person except consents of the Corporation's Employees required under the Pension/Benefit Plans (whether pursuant to the terms thereof existing employment contracts or applicable Regulations) have been satisfied, and there are no outstanding defaults or violations thereunder by the Corporation nor does the Corporation have any knowledge of any default or violation by any other party to any Pension/Benefit Planat Law. (ei) All contributions premiums, contributions, transfers or premiums payments required to be remitted, paid to or in respect of each Pension/Benefit Plan have been paid in a timely fashion or remitted in accordance with the its terms thereof and all applicable RegulationsLaws, (ii) benefits, expenses, and no Taxesother amounts due and payable under, penalties and (iii) contributions, transfers, or fees payments required to be made to, any Benefit Plan prior to the Closing Date will have been paid, made or owing accrued on or eligible before the Closing Date. With respect to any insurance policy providing funding for benefits under any Pension/Benefit Plan., (x) there is no liability of the Corporation, in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated on the date hereof, and (y) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the Knowledge of the Vendor, no such proceedings with respect to any such insurer are imminent. Table of Contents (f) No material changes have occurred in respect The Corporation has not agreed or committed to institute any plan, program or arrangement for the benefit of Employees or former Employees other than the Benefit Plans, or to make any Pension/Benefit Plan since the date amendments to any of the most recent financial, accounting or actuarial report, as applicable, issued in connection with any Pension/Benefit Plan, which could reasonably be expected to adversely affect the relevant report (including rendering it misleading in any material respect)Plans. (g) All employee data necessary to administer each Pension/Benefit Plan is in the possession The execution and performance of the Corporation this Agreement and is complete, correct and in a form which is sufficient for the proper administration of the Pension/Benefit Plans, and none of the Pension/Benefit Plans (other than coverage mandated by any applicable law or death benefits or retirement benefits under any pension plan), provide benefits to retired employees. (h) None of the Pension/Benefit Plans require or permit a retroactive increase in premiums or payments, and the level of insurance reserves, if any, under any insured Pension/Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. ancillary agreement will not (i) None constitute a stated triggering event under any Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due from the Pension/Benefit Plans has Corporation to any unfunded liabilities that are not reflected in current or former officer, Employee, director or consultant (or dependents of such Persons), or (ii) accelerate the Financial Statements time of payment or vesting, or increase the books and records amount of compensation due to any current or former officer, Employee, director or consultant (or dependents of such Persons) of the Corporation. (j) Neither the Corporation nor any ERISA Affiliate has violated Section 4980B of the Code or Section 601 through 608 of ERISA.

Pension and Other Benefit Plans. (a) Except as disclosed on Schedule 2.18, the Corporation does not ------------- currently have, has not since the date of its incorporation had, and is under no obligation to provide at any time in the future any Pension/Benefit Plans for any of its officers, directors or employees, and does not have any obligations or liabilities (either absolute or contingent) in respect of any such Pension/Benefit Plans. (b) Schedule 2.18 4.35 sets forth a complete list of the Benefit Plans and Statutory Plans that the Vendor has maintained or in which the Vendor has participated for the benefit of the Employees. (b) The Vendor has complied with all Pension/Laws relating to the Benefit ------------- PlansPlans and Statutory Plans and is not in breach of any such Laws. (c) Current and complete copies of all written Pension/Benefit Plans as amended to date or, where oral, written summaries of the material terms thereof, and all booklets and communications concerning the Benefit Plans which have been provided to persons entitled to benefits under the Benefit Plans have been delivered or made available to the Purchaser together with current and complete copies of all material documents relating to the Pension/Benefit Plans, including, without limitation, as applicable, , (i) all documents establishing, creating or amending any Pension/Benefit Plan; (ii) all trust agreements, funding agreements, insurance contracts and policies, investment management agreements; , subscription and participation agreements, benefit administration contracts, and any financial administration contracts; (ii) all legal opinions, consultants’ reports and correspondence relating to the administration or funding of any Benefit Plan or the use of the funds held under such Benefit Plans; (iii) all financial statements and accounting statements and reports, and investment reports for each of the last three years and all reports, statements, valuations, returns and correspondence for each of the last three years which affect premiums, contributions, refunds, deficits or reserves under any Benefit Plan; (iv) the three most recent actuarial reports; reports (ivwhether or not such actuarial reports were filed with a Governmental Authority) all reports, returns, filings and material correspondence any supplemental cost certificates filed with any regulatory authority in the last three years; and Governmental Authority; (v) all booklets, summaries annual information returns or manuals prepared for or circulated toother returns filed with, and written communications significant correspondence with, any Governmental Authority since October 28, 2003; and (vi) all Benefit Plan amendments or other documents reflecting ad hoc increases, upgrades and improvements to the Benefit Plans which have been implemented since October 28, 2003. (d) Each Benefit Plan is, and has been, established, registered, amended, funded, administered and invested in compliance with the terms of such Benefit Plan (including the terms of any documents in respect of such Benefit Plan), all Laws and the Collective Agreements, as applicable. The Vendor has not received, since October 28, 2003, any notice from any Person questioning or challenging such compliance, and the Vendor does not have knowledge of any such notice prior to October 28, 2003. There is no investigation by a general nature Governmental Authority or Claim (other than routine claims for payment of benefits) pending or, to employees concerning the knowledge of the Vendor, threatened involving any Pension/Benefit Plan or their assets, and no facts exist which could reasonably be expected to give rise to any such investigation or Claim (other than routine claims for payment of benefits). (e) Except as disclosed, the Vendor does not have a formal plan nor has the Vendor made any promise or commitment, whether legally binding or not, to create any additional Benefit Plan or to improve or change the benefits provided under any Benefit Plan. (df) All obligations under None of the Pension/Benefit Plans (whether pursuant to provide for benefit increases or the terms thereof acceleration of, or applicable Regulations) have been satisfiedan increase in, and there securing or funding obligations that are no outstanding defaults contingent upon, or violations thereunder by will be triggered by, the Corporation nor does entering into of this Agreement or the Corporation have any knowledge completion of any default or violation by any other party to any Pension/Benefit Planthe transactions contemplated herein. (eg) All employer and employee payments, contributions or and premiums required to be remitted, paid to or in respect of each Pension/Benefit Plan have been paid or remitted in a timely fashion in accordance with the its terms thereof and all applicable Regulations, Laws and no Taxes, penalties or fees or are owing or eligible under or, in relation to, any Pension/Benefit Plan. (fh) No material changes event has occurred respecting any Pension Plan which would entitle any Person (without the consent of the Vendor) to wind-up or terminate any Pension Plan, in whole or in part. Where any Pension Plan has been partially or fully wound-up or terminated, all assets, including any surplus, attributable to such partial or full wind-up or termination have occurred been fully distributed in respect accordance with all Laws or where such distribution of any Pension/Benefit Plan since assets is pending, the amount of the surplus attributable to such partial or full wind-up or termination together with the date as of the most recent financial, accounting or actuarial report, as applicable, issued which such amount is determined is disclosed in connection with any Pension/Benefit Plan, which could reasonably be expected to adversely affect the relevant report (including rendering it misleading in any material respect)Schedule 4.35. (gi) All benefits and contributions payable to Employees under any ORSO Scheme have been fully satisfied. (j) There is no Pension Plan Unfunded Liability. (k) There is no entity other than the Vendor participating in any Benefit Plan. No Benefit Plan provides benefits to Legacy Benefit Plan Members, and the Vendor does not have any liability, contingent liability or obligation to provide employee benefits or benefits beyond retirement or other termination of service to Legacy Benefit Plan Members. (l) All Employee data necessary to administer each Pension/Benefit Plan is in the possession of the Corporation Vendor or its agents and is complete, correct and in a form which is sufficient for the proper administration of the Pension/Benefit Plan in accordance with its terms and all Laws and such data is complete and correct. (m) Except as disclosed in Schedule 4.35, none of the Benefit Plans, and none other than the Pension Plans, provides benefits beyond retirement or other termination of service to Employees or former employees of the Pension/Business or to the beneficiaries or dependants of such employees, and where there are such Benefit Plans (disclosed in Schedule 4.35, each such Benefit Plan may be amended or terminated at any time without incurring any liability thereunder other than coverage mandated by applicable law in respect of Claims incurred prior to such amendment or death benefits or retirement benefits under any pension plan), provide benefits to retired employeestermination. (hn) None of the Pension/Benefit Plans Plans, or any insurance contract relating thereto, require or permit a retroactive increase in premiums or payments, and or require additional premiums or payments on termination of the level of insurance reserves, if any, under any insured Pension/Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claimsor any insurance contract relating thereto. (i) None of the Pension/Benefit Plans has any unfunded liabilities that are not reflected in the Financial Statements or the books and records of the Corporation. (j) Neither the Corporation nor any ERISA Affiliate has violated Section 4980B of the Code or Section 601 through 608 of ERISA.

Pension and Other Benefit Plans. (a) Except as disclosed on Schedule 2.18, Section 4.22 of the Corporation does not ------------- currently have, has not since the date of its incorporation had, and is under no obligation to provide at any time in the future any Pension/Benefit Plans for any of its officers, directors or employees, and does not have any obligations or liabilities (either absolute or contingent) in respect of any such Pension/Benefit Plans. (b) Schedule 2.18 Disclosure Letter sets forth a complete list of all Pension/the Benefit ------------- Plans. (c) . Current and complete copies of all written Pension/Benefit Plans or, where oral, written summaries of the material terms thereof, have been provided or made available to the Purchaser together with current and complete copies of substantially all documents relating to the Pension/Benefit Plans, including, without limitation, as applicable, (i) all documents establishing, creating or amending any Pension/Benefit Plan; (ii) all trust agreements, related documentation including funding agreements, insurance contracts and investment management agreements; (iii) all financial statements and accounting statements and actuarial reports, funding and investment reports for each of the last three years financial information, returns and the three most recent actuarial reports; (iv) all reportsstatements, returns, filings and material correspondence with Governmental Authorities and plan summaries, employee booklets and personnel manuals. (b) Except as disclosed in Section 4.22 of the Disclosure Letter, neither Subject Company has a formal plan and nor has it made a promise to improve or change the benefits provided under any regulatory authority in the last three years; and (v) all booklets, summaries or manuals prepared for or circulated to, and written communications of a general nature to employees concerning any Pension/Benefit Plan. (c) All of the Benefit Plans have been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Benefit Plans and the terms of any applicable Collective Agreements. (d) All Except as disclosed in Section 4.22 of the Disclosure Letter, all obligations under regarding the Pension/Benefit Plans (whether pursuant to the terms thereof or applicable Regulations) have been satisfied, satisfied and there are no outstanding defaults or violations thereunder by the Corporation nor does the Corporation have any knowledge of any default or violation by any other party to thereto and no taxes, penalties or fees are owing or exigible under any Pension/of the Benefit PlanPlans. (e) All contributions liabilities of the Subject Companies (whether accrued, absolute, contingent or premiums required otherwise) related to all Benefit Plans have been fully and accurately disclosed in accordance with GAAP in the Financial Statements. (f) Except as disclosed in Section 4.22 of the Disclosure Letter, each Benefit Plan that is insured by a third-party is fully insured and each Pension Plan that is a registered Pension Plan is fully funded on an ongoing, solvency and wind-up basis as at the effective date of, and as disclosed in, the last filed valuation. (g) Except as disclosed in Section 4.22 of the Disclosure Letter, no Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other Claim, initiated by any Governmental Authority or by any other Person (other than routine claims for benefits), and to the knowledge of the Seller there exists no state of facts which after notice or lapse of time or both could reasonably be paid expected to give rise to any such investigation, examination or other Claim. (h) No event has occurred respecting any Pension Plan which would reasonably be expected to entitle any Person to cause the wind-up or termination of such Pension Plan in whole or in part. (i) Except as disclosed in Section 4.22 of the Disclosure Letter, the execution of this Agreement and the completion of the transactions contemplated hereby will not constitute an event (or contingent event) under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (j) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees or their beneficiaries that has terminated, and all procedures for termination of each Pension/Benefit Plan such former benefit plan have been paid in a timely fashion properly followed in accordance with the terms thereof of such former benefit plans and all applicable Regulations, and no Taxes, penalties or fees or owing or eligible under any Pension/Benefit PlanLaw. (f) No material changes have occurred in respect of any Pension/Benefit Plan since the date of the most recent financial, accounting or actuarial report, as applicable, issued in connection with any Pension/Benefit Plan, which could reasonably be expected to adversely affect the relevant report (including rendering it misleading in any material respect). (g) All employee data necessary to administer each Pension/Benefit Plan is in the possession of the Corporation and is complete, correct and in a form which is sufficient for the proper administration of the Pension/Benefit Plans, and none of the Pension/Benefit Plans (other than coverage mandated by applicable law or death benefits or retirement benefits under any pension plan), provide benefits to retired employees. (h) None of the Pension/Benefit Plans require or permit a retroactive increase in premiums or payments, and the level of insurance reserves, if any, under any insured Pension/Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims. (i) None of the Pension/Benefit Plans has any unfunded liabilities that are not reflected in the Financial Statements or the books and records of the Corporation. (j) Neither the Corporation nor any ERISA Affiliate has violated Section 4980B of the Code or Section 601 through 608 of ERISA.