Assumption of Parent Pension Plans Liabilities Sample Clauses

Assumption of Parent Pension Plans Liabilities. Effective as of the Effective Time, Allegion (acting directly or through members of the Allegion Group) hereby agrees to cause the Schlage Lock Company LLC Pension Plan to assume, fully perform, pay, and discharge all Liabilities under the Parent Pension Plans relating to all Schlage Lock Company LLC Pension Plan Participants as of the Effective Time.
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Assumption of Parent Pension Plans Liabilities. Effective as of the Effective Time, Allegion (acting directly or through members of the Allegion Group) hereby agrees to cause the Schlage Lock Company LLC Pension Plan to assume, fully perform, pay, and discharge all Liabilities under the Parent Pension Plans relating to all Schlage Lock Company LLC Pension Plan Participants as of the Effective Time. (b)Transfer of the Parent Pension Plan Assets. (i)The Parties intend that the portions of the Parent Pension Plans covering Schlage Lock Company LLC Pension Plan Participants shall be transferred to the Schlage Lock Company LLC Pension Plan in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. No later than thirty (30) days prior to the Effective Time, IR and Allegion (acting directly or through members of the IR Group or the Allegion Group, respectively) shall, to the extent necessary, file an IRS Form 5310-A regarding the transfer of Assets and Liabilities from the IR Pension Plan to the Schlage Lock Company LLC Pension Plan. It is intended that the transfers of Assets and Liabilities relating to Allegion Group Employees and Former Allegion Group Employees from the Retirement Plan for Former Employees of Xxxxxxxxx-Xxxx Company and the Trane Merged Hourly Pension Plan described hereunder shall satisfy the de minimis rule of treasury Regulations Section 414(l)-1(n)(2) and shall be deemed to comply with Section 414(l) of the Code so that no IRS Form 5310-A shall be filed with respect to such transfers. (ii)Prior to the Effective Time (or such later time as mutually agreed by the Parties), IR shall cause the IR Actuary to determine the estimated value, as of the Effective Time, of the Assets to be transferred to the Schlage Lock Company LLC Pension Plan in accordance with the assumptions and valuation methodology set forth on Schedule 6.2(b) attached hereto (the “Estimated Pension Plan Transfer Amount”). (iii)On or about the Effective Time (or such later time as mutually agreed by the Parties), IR and Allegion shall cooperate in good faith to cause an initial transfer of Assets from the trust of the Parent Pension Plans to the trust of the Schlage Lock Company LLC Pension Plan in an amount to be approximately ninety percent (90%) of the Estimated Pension Plan Transfer Amount (such amount, the “Initial Transfer Amount”). IR shall satisfy its obligation pursuant to this Section 6.2(b)(iii) by causing the trust of the Parent Pension Plans to transfer Asset...
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Related to Assumption of Parent Pension Plans Liabilities

  • ERISA Plans and Liabilities All currently existing ERISA Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as defined in Section 412(a) of the Code exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii) the current value of each ERISA Plan's benefits does not exceed the current value of such ERISA Plan's assets available for the payment of such benefits by more than $500,000.

  • Canadian Pension Plans The Loan Parties shall not (a) contribute to or assume an obligation to contribute to any Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent, or (b) acquire an interest in any Person if such Person sponsors, administers, maintains or contributes to or has any liability in respect of any Canadian Defined Benefit Plan, or at any time in the five-year period preceding such acquisition has sponsored, administered, maintained, or contributed to a Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent.

  • No Pension Plans Neither the Company nor any current or past ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plans subject to Title IV of ERISA or Section 412 of the Code.

  • Termination of Pension Plans The Company will not, and will not permit any Consolidated Subsidiary to, withdraw from any Multiemployer Plan to which it may hereafter contribute or permit any employee benefit plan hereafter maintained by it to be terminated if such withdrawal or termination could result in withdrawal liability (as described in Part 1 of Subtitle E of Title IV of ERISA) or the imposition of a Lien on any property of the Company or any Consolidated Subsidiary pursuant to Section 4068 of ERISA.

  • Defined Benefit Pension Plans The Borrower will not adopt, create, assume or become a party to any defined benefit pension plan, unless disclosed to the Lender pursuant to Section 5.10.

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

  • Pension Plans Any of the following events shall occur with respect to any Pension Plan:

  • Employee Benefit Plans and Related Matters; ERISA (a) Section 4.17(a) of the Parent Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the material Parent Benefit Plans, including all Parent Benefit Plans subject to ERISA. With respect to each such material Parent Benefit Plan, Parent has made available to the Company a true and complete copy of such Parent Benefit Plan, if written, or a description of the material terms of such Parent Benefit Plan if not written, and to the extent applicable, (i) any proposed amendments, (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor and all schedules thereto, (v) the most recent IRS determination or opinion letter, and (vi) all current summary plan descriptions.

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

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