Common use of U.S. Employee Benefits Clause in Contracts

U.S. Employee Benefits. (a) Each US Credit Party and each ERISA Affiliate have complied in all material respects with all applicable laws regarding each Plan. Each Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable laws. No act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectly) of (A) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (B) breach of fiduciary duty liability damages under Section 409 of ERISA which, in any case, could reasonably be expected to have a Material Adverse Effect. (b) There exists no outstanding material liability of any US Credit Party or any ERISA Affiliate with respect to any Plan that has been terminated. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any US Credit Party or any ERISA Affiliate has been or is expected by any US Credit Party or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Termination Event with respect to any Plan has occurred or could reasonably be expected to occur. (c) Except as set forth on Schedule 5.9, full payment when due has been made of all amounts which any US Credit Party or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan (excluding any non-payment involving an amount that is not material), and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan. (d) No Lien as described in Section 412(n) of the Code exists with respect to any Plan and there has been no failure to make a required contribution to any Plan which would result in the imposition of a Lien as described in Section 412(n) of the Code to exist. (e) On the Closing Date, neither any US Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to any "multiemployer plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA) nor has incurred or expects to incur any material liability under Sections 4201 or 4243 of ERISA with respect to any multiemployer plan. (f) Neither any US Credit Party nor any ERISA Affiliate is required to provide security to a Plan pursuant to Section 401(a)(29) of the Code.

U.S. Employee Benefits. (ai) Each US Credit Party All PEO Compensation and each ERISA Affiliate have complied in all material respects with all applicable laws regarding each Plan. Each Plan is, Benefit Plans covering U.S. Transferred Employees ("U.S. PEO Compensation and has been, maintained and administered Benefit Plans") are in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable lawslaw, including the Code and ERISA. No act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectlyEach U.S. PEO Compensation and Benefit Plan that is a Pension Plan and that is intended to be qualified under Section 401(a) of (A) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (B) breach has received a favorable determination letter from the Internal Revenue Service, and to the Knowledge of fiduciary duty liability damages under Section 409 PEO, there are no circumstances likely to result in revocation of ERISA which, in any case, could reasonably be expected to have a Material Adverse Effectsuch favorable determination letter. (bii) There exists As of the date hereof, no outstanding material liability under Subtitle C or D of any US Credit Party or any Title IV of ERISA Affiliate with respect to any Plan that has been terminated. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any US Credit Party or any ERISA Affiliate has been or is expected by any US Credit Party or any ERISA Affiliate to be incurred by the PEO Business or any corporation in the PEO Group with respect to any PlanU.S. PEO Compensation and Benefit Plan which is an ongoing, frozen or terminated "single-employer plan", within the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any of them, or the single-employer plan of an ERISA Affiliate. No corporation in the PEO Group has incurred and none expect to incur any withdrawal liability under Subtitle E to Title IV of ERISA Termination Event with respect to a multiemployer plan contributed to by them or by an ERISA Affiliate. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any U.S. PEO Compensation and Benefits Plan has occurred which is a Pension Plan within the 12-month period ending on the date hereof or could reasonably will be expected required to occurbe filed in connection with the transaction contemplated by this Agreement. (ciii) Except as set forth on Schedule 5.9in Section 4.6(c)(iii) of the Disclosure Schedule, full payment when due has been all contributions required to be made of all amounts which any US Credit Party or any ERISA Affiliate is required under the terms of each any U.S. PEO Compensation and Benefit Plan as of the date hereof have been timely made or applicable law to have paid as contributions to such been reflected on the PEO Financial Statements. No U.S. PEO Compensation and Benefit Plan (excluding any non-payment involving which is a Pension Plan has an amount that is not material), and no "accumulated funding deficiency deficiency" (as defined in Section 302 whether or not waived) with respect to the PEO Business within the meaning of ERISA and Section 412 of the Code), whether Code or not waived, exists with respect to any Plan. (d) Section 302 of ERISA. No Lien as described in Section 412(n) member of the Code exists with respect to any Plan and there Philips Group has been no failure to make a required contribution to any Plan which would result in the imposition of a Lien as described in Section 412(n) of the Code to exist. (e) On the Closing Dateprovided, neither any US Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to any "multiemployer plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA) nor has incurred or expects to incur any material liability under Sections 4201 or 4243 of ERISA with respect to any multiemployer plan. (f) Neither any US Credit Party nor any ERISA Affiliate is required to provide security to a Plan security, in respect of the U.S. PEO Compensation and Benefit Plans pursuant to Section 401(a)(29) of the Code. (iv) Except as set forth in Section 4.6(c)(iv) of the Disclosure Schedule, no corporation in the PEO Group will have at Closing any obligations for retiree health and life benefits under any U.S. PEO Compensation and Benefit Plan in respect of the Employees that would be material to the PEO Business.

U.S. Employee Benefits. (a1) Each US Credit Party and each ERISA Affiliate have complied in all material respects with all applicable laws regarding each Plan. Each ; (A) each Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable laws. No ; and (B) no act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectly) of (AC) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (BD) breach of fiduciary duty liability damages under Section 409 of ERISA which, in any case, which could reasonably be expected to have a Material Adverse Effect. (b) There exists no outstanding material liability of any US Credit Party or any ERISA Affiliate with respect to any Plan that has been terminated. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any US Credit Party or any ERISA Affiliate has been or is expected by any US Credit Party or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Termination Event with respect to any Plan has occurred or could is reasonably be expected to occur. (c) Except as set forth on Schedule 5.9, full Full payment when due has been made of all amounts which any US Credit Party or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan (excluding any non-payment nonpayment involving an amount that is not material), and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan. (d) No Lien Except as described set forth on Schedule 5.9 hereto, the actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Plans in the aggregate that are subject to Title IV of ERISA does not, as of the end of the most recently ended fiscal year of such Plans, exceed the current value of the assets of all Plans in the aggregate that are allocable to such benefit liabilities. The term "actuarial present value of the benefit liabilities" shall have the meaning specified in Section 412(n) 4041 of the Code exists with respect to any Plan and there has been no failure to make a required contribution to any Plan which would result in the imposition of a Lien as described in Section 412(n) of the Code to existERISA. (e) On the Closing Date, neither Neither any US Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to to, or has at any time sponsored, maintained or contributed to, any "multiemployer plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA) nor has incurred or expects to incur any material liability under Sections 4201 or 4243 of ERISA with respect to any multiemployer plan). (f) Neither any US Credit Party nor any ERISA Affiliate is required to provide security to a Plan pursuant to Section 401(a)(29) of the Code.

U.S. Employee Benefits. (a1) Each US Credit Party and each ERISA Affiliate have complied in all material respects with all applicable laws regarding each Plan. Each ; (A) each Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable laws. No ; and (B) no act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectly) of (AC) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (BD) breach of fiduciary duty liability damages under Section 409 of ERISA which, in any case, which could reasonably be expected to have a Material Adverse Effect. (b) There exists no outstanding material liability of any US Credit Party or any ERISA Affiliate with respect to any Plan that has been terminated. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any US Credit Party or any ERISA Affiliate has been or is expected by any US Credit Party or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Termination Event with respect to any Plan has occurred or could is reasonably be expected to occur. (c) Except as set forth on Schedule 5.9, full Full payment when due has been made of all amounts which any US Credit Party or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan (excluding any non-payment nonpayment involving an amount that is not material), and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code)deficiency, whether or not waived, exists with respect to resulting from the action or inaction of any Plan. (d) No Lien as described in Section 412(n) of the Code US Credit Party exists with respect to any Plan and there has been no failure except for accumulated funding deficiencies that (1) could not reasonably be expected to make cause a required contribution Material Adverse Effect or (2) when combined with all other accumulated funding deficiencies of all Credit Parties, including, but not limited to any Plan which would result accumulated funding deficiencies of Canadian Credit Parties, do not exceed $15,000,000 in the imposition aggregate. (d) Except as set forth on Schedule 5.9 hereto, the actuarial present value of a Lien the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Plans in the aggregate that are subject to Title IV of ERISA does not, as described of the end of the most recently ended fiscal year of such Plans, exceed the current value of the assets of all Plans in the aggregate that are allocable to such benefit liabilities. The term "actuarial present value of the benefit liabilities" shall have the meaning specified in Section 412(n) 4041 of the Code to existERISA. (e) On the Closing Date, neither Neither any US Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to to, or has at any time sponsored, maintained or contributed to, any "multiemployer plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA) nor has incurred or expects to incur any material liability under Sections 4201 or 4243 of ERISA with respect to any multiemployer plan). (f) Neither any US Credit Party nor any ERISA Affiliate is required to provide security to a Plan pursuant to Section 401(a)(29) of the Code.

U.S. Employee Benefits. (a) Each Except as could not reasonably be expected to have a Material Adverse Effect, (i) each US Credit Party and each ERISA Affiliate have has complied in all material respects with all applicable laws regarding each Plan. Each Plan and (ii) each Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable laws. No act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectly) of (A) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (B) breach of fiduciary duty liability damages under Section 409 of ERISA which, in any case, could reasonably be expected to have a Material Adverse Effect. (b) There exists no outstanding material liability of any US Credit Party or any ERISA Affiliate with respect to any Plan that has been terminated. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any US Credit Party or any ERISA Affiliate has been or is expected by any US Credit Party or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Termination Event with respect to any Plan has occurred or could reasonably be expected to occur. (c) Except as set forth on Schedule 5.9, full payment when due has been made of all amounts which any US Credit Party or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan (excluding any non-payment involving an amount that is not material), and no accumulated Plan has failed to satisfy the minimum funding deficiency standard applicable to the Plan for a plan year (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan. (d) No Lien as described in Section 412(n) of the Code exists with respect to any Plan and there has been no failure to make a required contribution to any Plan which would result in the imposition of a Lien as described in Section 412(n430(k) of the Code to exist. (e) On the Closing Date, neither any US Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to any "“multiemployer plan" ” (as defined in Section 3(37) or 4001(a)(3) of ERISA) nor has incurred or expects to incur any material liability under Sections 4201 or 4243 of ERISA with respect to any multiemployer plan. (f) Neither any US Credit Party nor any ERISA Affiliate is required to provide security to a Plan pursuant to Section 401(a)(29412(c)(4) of the Codeor Section 436(f).

U.S. Employee Benefits. (a1) Each US Credit Party and each ERISA Affiliate have complied in all material respects with all applicable laws regarding each Plan. Each ; (A) each Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable laws. No ; and (B) no act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectly) of (AC) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (BD) breach of fiduciary duty liability damages under Section 409 of ERISA which, in any case, which could reasonably be expected to have a Material Adverse Effect. (b) There exists no outstanding material liability of any US Credit Party or any ERISA Affiliate with respect to any Plan that has been terminated. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any US Credit Party or any ERISA Affiliate has been or is expected by any US Credit Party or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Termination Event with respect to any Plan has occurred or could is reasonably be expected to occur. (c) Except as set forth on Schedule 5.9, full Full payment when due has been made of all amounts which any US Credit Party or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan (excluding any non-payment nonpayment involving an amount that is not material), and no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan. (d) No Lien The actuarial present value of the benefit liabilities (computed on an accumulated benefit obligation basis in accordance with GAAP) under all Plans in the aggregate that are subject to Title IV of ERISA does not, as described of the end of the most recently ended fiscal year of such Plans, exceed the current value of the assets of all Plans in the aggregate that are allocable to such benefit liabilities. The term "actuarial present value of the benefit liabilities" shall have the meaning specified in Section 412(n) 4041 of the Code exists with respect to any Plan and there has been no failure to make a required contribution to any Plan which would result in the imposition of a Lien as described in Section 412(n) of the Code to existERISA. (e) On the Closing Date, neither Neither any US Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to to, or has at any time sponsored, maintained or contributed to, any "multiemployer plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA) nor has incurred or expects to incur any material liability under Sections 4201 or 4243 of ERISA with respect to any multiemployer plan). (f) Neither any US Credit Party nor any ERISA Affiliate is required to provide security to a Plan pursuant to Section 401(a)(29) of the Code.