Common use of Pension Compliance Clause in Contracts

Pension Compliance. Except as otherwise disclosed in Schedule 9.1.19: (a) Each Plan is in compliance in all material respects with all applicable laws and the terms of such Plans. Each of the Obligor’s and each of its Subsidiaries’ Plans are duly registered where required by, and are in compliance and good standing in all material respects under, all applicable laws, acts, statutes, regulations, orders, directives and agreements, including, without limitation, the ITA and the PBA, any successor legislation thereto, and other applicable laws of any jurisdiction. Each Obligor has made all required contributions to any Plan when due, and no application for or taking of a funding waiver or an extension of any amortization period has been made with respect to any Plan. (b) There are no pending or, to the best knowledge of Obligors, threatened claims, actions or lawsuits, or action by any Governmental Authority or any Plan administrator or trustee, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or breach of the fiduciary responsibility rules with respect to any Plan or any breach by the Borrower of any other laws, rules, regulations or terms of any Plans or any whole or partial termination or wind up of any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. (i) No Pension Event has occurred during the last 5 years, or is reasonably expected to occur; (ii) no Plan has any Unfunded Pension Liability; and (iii) No Obligor has incurred during the last 5 years, or reasonably expects to incur, any liability under applicable laws with respect to any Plan (other than premiums due and not delinquent). (d) No Lien on any property of an Obligor has arisen in respect of any Plan (except inchoate Liens for premiums and contributions not due and delinquent). (e) No Obligor or Subsidiary has any Multiemployer Plan or Foreign Plan. Each Obligor and Subsidiary is in full compliance with the requirements of all Applicable Laws, including ERISA, relating to each Multiemployer Plan and Foreign Plan. No fact or situation exists that could reasonably be expected to result in a Material Adverse Effect in connection with any Multiemployer Plan or Foreign Plan. No Obligor or Subsidiary has any withdrawal liability in connection with a Multiemployer Plan or Foreign Plan. All employer and employee contributions to Foreign Plans, to the extent required by law or the terms of such plans, have been made or accrued in accordance with normal accounting principles. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance and/or the book reserve established for each Foreign Plan, together with any accrued contributions, are sufficient to provide the accrued benefit obligations of all participants in such plans according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles. Each Foreign Plan required to be registered has been registered and is maintained in good standing with all applicable regulatory authorities.

Pension Compliance. Except as otherwise disclosed in Schedule 9.1.19: (a) Each Pension Plan subject to ERISA is in compliance in all material respects with all the applicable laws provisions of ERISA, the Code and the terms of such Plansother federal or state Laws. Each such Pension Plan that is intended to qualify under Section 401(a) of the Obligor’s Code has received from the IRS a favorable determination or opinion letter, which has not by its terms expired, that such Pension Plan is so qualified, or such Pension Plan is entitled to rely on an IRS advisory or opinion letter with respect to an IRS-approved master and prototype or volume submitter plan, or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Globe and each member of its Subsidiaries’ Plans are duly registered where required by, and are in compliance and good standing in all material respects under, all applicable laws, acts, statutes, regulations, orders, directives and agreements, including, without limitation, the ITA and the PBA, any successor legislation thereto, and other applicable laws of any jurisdiction. Each Obligor has ERISA Group have made all required contributions to any each such Pension Plan when duesubject to Sections 412 or 430 of the Code, and no application for or taking of a funding waiver or an extension of any amortization period pursuant to Sections 412 or 430 of the Code has been made with respect to any Pension Plan. (b) There are no pending or, to the best knowledge of Obligors, threatened claims, actions or lawsuits, or action by any Governmental Authority or any Plan administrator or trustee, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or breach of the fiduciary responsibility rules with respect to any Plan or any breach by the Borrower of any other laws, rules, regulations or terms of any Plans or any whole or partial termination or wind up of any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. (i) No Pension ERISA Event has occurred during the last 5 years, or is reasonably expected to occur; (iia) no Pension Plan subject to ERISA has any Unfunded unfunded pension liability (i.e., excess of benefit liabilities over the current value of that Pension LiabilityPlan’s assets, determined pursuant to the assumptions used for funding such Pension Plan for the applicable plan year in accordance with Section 430 of the Code); and (iiib) No Obligor neither Globe nor any member of the ERISA Group has incurred during the last 5 yearsincurred, or reasonably expects to incur, any liability under applicable laws Title IV of ERISA with respect to any such Pension Plan (other than premiums due and not delinquentdelinquent under Section 4007 of ERISA); (c) neither Globe nor any member of the ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA, with respect to a Multiemployer Plan; (d) neither Globe nor any member of the ERISA Group has received notice pursuant to Section 4242(a)(1)(B) of ERISA that a Multiemployer Plan is in reorganization and that additional contributions are due to the Multiemployer Plan pursuant to Section 4243 of ERISA; and (e) neither Globe nor any member of the ERISA Group has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. (c) Neither the Borrower nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the UK Pensions Act) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993). (d) No Lien on Neither the Borrower nor any property of its Subsidiaries is or has at any time been "connected" with or an Obligor has arisen "associate" of (as those terms are used in respect sections 38 and 43 of any Plan (except inchoate Liens for premiums and contributions not due and delinquent)the UK Pensions Act) such an employer. (e) No Obligor or Subsidiary has any Multiemployer Each Pension Plan or Foreign Plan. Each Obligor and Subsidiary of a Spanish Person that is a Loan Party is in full compliance in all material respects with the requirements of all Applicable Laws, including ERISA, relating to each Multiemployer Plan and Foreign Plan. No fact or situation exists that could reasonably be expected to result in a Material Adverse Effect Spanish applicable provisions in connection with any Multiemployer the Social Security and Pension Schemes and Funds Regulations (in particular but not limited to the General Social Security Act, approved by Royal Decree-Law 8/2015, of 30 October, applicable Collective Bargaining Agreement, Royal Legislative Decree 1/2002 approving the consolidated text of the Law governing pension schemes and funds, Royal Decree 304/2004 approving the pension schemes and funds Regulations and the Royal Decree 1588/1999 of 15 October 1999 adopting the Regulation on implementing the pension liabilities of enterprises to workers and beneficiaries) (collectively, the “Spanish Pension Laws”). (f) Each Pension Plan or Foreign Plan. No Obligor or Subsidiary has any withdrawal liability of a French Person that is a Loan Party is in compliance in all material respects with the French applicable provisions in connection with a Multiemployer Plan or Foreign Plan. All employer the Social Security and employee contributions Pension Schemes and Funds Regulations (in particular but not limited to Foreign Plans, to the extent required by law or the terms Ordinance of such plans, have been made or accrued in accordance with normal accounting principles. The fair market value of the assets of each funded Foreign Plan4 October 1945, the liability Universal Declaration of Human Rights of 10 December 1948, the Accord national interprofessionnel instituant le régime Agirc-Arrco de retraite complémentaire of 17 November 2017, the Convention Collective nationale de retraite et de prévoyance des cadres of 14 March 1947 and the Accord national interprofessionnel de retraite complémentaire of 8 December 1961, each insurer for any Foreign Plan funded through insurance and/or the book reserve established for each Foreign Planas amended, supplemented, novated or otherwise modified from time to time, together with any accrued contributionsand all regulations, are sufficient to provide further agreements, laws, decrees or other applicable rules in connection thereto) (collectively, the accrued benefit obligations of all participants in such plans according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles. Each Foreign Plan required to be registered has been registered and is maintained in good standing with all applicable regulatory authorities“French Pension Laws”).

Pension Compliance. Except as otherwise disclosed in Schedule 9.1.19: (a) Each Plan is in compliance in all material respects with all the applicable laws provisions of ERISA, the Code and other Applicable Laws and has been operated in substantial compliance with such Laws and the terms of such PlansPlan. Each such Plan that is intended to qualify under Section 401(a) of the Obligor’s Code has received from the IRS a favorable determination or opinion letter, which has not by its terms expired, that such Plan is so qualified, or such Plan is entitled to rely on an IRS advisory or opinion letter with respect to an IRS-approved master and prototype or volume submitter plan, or a timely application for such a determination or opinion letter is currently being processed by the IRS with respect thereto; and, to the best knowledge of Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification. US Borrower and each member of its Subsidiaries’ Plans are duly registered where required by, and are in compliance and good standing in all material respects under, all applicable laws, acts, statutes, regulations, orders, directives and agreements, including, without limitation, the ITA and the PBA, any successor legislation thereto, and other applicable laws of any jurisdiction. Each Obligor has Controlled Group have made all required contributions to any each such Plan when duesubject to Section 412 or 430 of the Code and each Multiemployer Plan subject to Section 412 and 431 of the Code, and no application for or taking of a funding waiver or an extension of any amortization period pursuant to Section 412 or 430 of the Code has been made with respect to any Pension Benefit Plan. (b) There are No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to give rise to a payment liability of any Credit Party in excess of $2,500,000; (i) no pending orPension Benefit Plan subject to ERISA has any material unfunded pension liability (i.e., a material excess of benefit liabilities over the current value of that Pension Benefit Plan's assets, determined pursuant to the best knowledge assumptions used for funding such Pension Benefit Plan for the applicable plan year in accordance with Section 430 of Obligors, threatened claims, actions or lawsuitsthe Code); (ii) neither US Borrower nor any member of the Controlled Group has incurred, or action by reasonably expects to incur, any Governmental Authority liability under Title IV of ERISA with respect to any such Pension Benefit Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) neither US Borrower nor any member of the Controlled Group has incurred, or reasonably expects to incur, any Plan administrator or trusteeliability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA, with respect to a Multiemployer Plan; and (iv) neither US Borrower nor any Plan which member of the Controlled Group has resulted engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (c) [Intentionally Omitted]. (d) [Intentionally Omitted]. (e) As of the Closing Date, no Credit Party nor any Subsidiary of a Credit Party maintains, sponsors, administers, contributes to, participates in or has any liability in respect of any Canadian Defined Benefit Plan, nor has any such Person ever maintained, sponsored, administered, contributed or participated in any Canadian Defined Benefit Plan. No Canadian Pension Termination Event has occurred. Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or breach of the fiduciary responsibility rules with respect to any Plan or any breach by the Borrower of any other laws, rules, regulations or terms of any Plans or any whole or partial termination or wind up of any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. (i) No the Canadian Pension Event Plans are duly registered under the Income Tax Act (Canada) and any other Applicable Laws which require registration, have been administered in accordance with the Income Tax Act (Canada) and such other Applicable Law and no event has occurred during which could cause the last 5 yearsloss of such registered status, or is reasonably expected to occur; (ii) no Plan has any Unfunded all obligations of the Credit Parties and their Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Liability; Plans and the funding agreements relating thereto have been performed on a timely basis and (iii) No Obligor has incurred during all contributions or premiums required to be made or paid by the last 5 years, or reasonably expects Credit Parties and their Subsidiaries to incur, any liability under applicable laws with respect to any Plan (other than premiums due and not delinquent). (d) No Lien the Canadian Pension Plans have been made on any property of an Obligor has arisen a timely basis in respect of any Plan (except inchoate Liens for premiums and contributions not due and delinquent). (e) No Obligor or Subsidiary has any Multiemployer Plan or Foreign Plan. Each Obligor and Subsidiary is in full compliance accordance with the requirements terms of such plans and all Applicable Laws, including ERISA, relating to each Multiemployer Plan and Foreign Plan. No fact Lien has arisen, xxxxxx or situation exists that could reasonably be expected to result in a Material Adverse Effect inchoate, in connection with any Multiemployer Canadian Pension Plan or Foreign Plan. No Obligor or Subsidiary has any withdrawal liability in connection with a Multiemployer Plan or Foreign Plan. All employer and employee contributions to Foreign Plans, to the extent required by law or the terms of such plans, have been made or accrued in accordance with normal accounting principles. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer (save for any Foreign Plan funded through insurance and/or the book reserve established for each Foreign Plan, together with any accrued contributions, are sufficient to provide the accrued benefit obligations of all participants in such plans according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles. Each Foreign Plan required to be registered has been registered and is maintained in good standing with all applicable regulatory authoritiescontribution amounts not yet due).