Benefit Liabilities Sample Clauses
Benefit Liabilities. Neither Tenant nor any ERISA ------------------- Affiliate maintains, contributes to, or is obligated to contribute to, nor has Tenant or any ERISA Affiliate maintained, contributed to, been obligated to contribute to, or had any direct, indirect, or contingent liability with respect to, any Title IV Plan (as hereafter defined). Each Tenant Benefit Plan has been maintained in compliance with its terms and with applicable laws (including specifically the Code and the Employee Retirement Income Security Act of 1974 ("ERISA"). "Tenant Benefit Plan" means any plan, fund, or other similar program described in Section 3(2) of ERISA and established or maintained or with respect to which Tenant and/or any ERISA Affiliate has an obligation to contribute for the benefit of its employees (or for which Tenant could be directly or contingently liable). "Title IV Plan" means an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA and is or has been established or maintained, by Tenant or any ERISA Affiliate, or to which contributions are, have been, or should have been made. "ERISA Affiliate" means any trade or business, whether or not incorporated, that, together with Tenant, is or has been under common control, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA.
Benefit Liabilities. Neither Tenant nor any ERISA Affiliate ------------------- (as hereafter defined) maintains, contributes to, or is obligated to contribute to, nor has Tenant or any ERISA Affiliate maintained, contributed to, been obligated to contribute to, or had any direct, indirect, or contingent liability with respect to, any Title IV Plan (as hereafter defined). Tenant and each ERISA Affiliate have timely made all contributions required to be made with respect to each of their Tenant Benefit Plans (as hereafter defined). Each Tenant Benefit Plan has been maintained in compliance with its terms and with applicable laws (including specifically the Code and the Employee Retirement Income Security Act of 1974 ("ERISA"). Neither Tenant nor any ERISA Affiliate has incurred any obligation in connection with the termination or withdrawal from any Tenant Benefit Plan. Contributions made by Tenant or its ERISA Affiliates, as the case may be, to any Tenant Benefit Plan have been accounted for, and the liabilities associated therewith are disclosed, in Tenant's or its ERISA Affiliates', as the case may be, financial statements for the fiscal year ending before the date as of which this representation is given. The present value of the accrued benefit liabilities (whether or not vested) under each Tenant Benefit Plan, determined as of the end of Tenant's or its ERISA Affiliates', as the case may be, most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Tenant Benefit Plan allocable to such benefit liabilities. "Tenant Benefit Plan" means any plan, fund, or other similar program described in Section 3(2) of ERISA and established or maintained or with respect to which Tenant and/or any ERISA Affiliate has an obligation to contribute for the benefit of its employees (or for which Tenant could be directly or contingently liable). "Title IV Plan" means an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA and is or has been established or maintained, by Tenant or any ERISA Affiliate, or to which contributions are, have been, or should have been made. "ERISA Affiliate" means any trade or business, whether or not incorporated, that, together with Tenant, is or has been under common control, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA.
Benefit Liabilities. 2 1.7 Close of the Distribution Date.............................................................................2 1.8 COBRA .....................................................................................................2 1.9 Code ......................................................................................................2 1.10 Crane Entity..............................................................................................2 1.11 Crane Hourly Pension Plan.................................................................................2 1.12 Crane Restricted Stock Plan...............................................................................2 1.13 Crane Salaried Pension Plan...............................................................................2 1.14 Crane Savings Plan........................................................................................2 1.15 Crane Stock Option Plan...................................................................................2 1.16
Benefit Liabilities. Seller shall be responsible for and shall pay ------------------- all liabilities (other than those liabilities to the extent accrued on the Closing Net Current Assets statement) arising in connection with claims incurred on or prior to the Closing Date with respect to the Employees under each employee welfare benefit plan in which such Employees participate, including, but not limited to all incurred but not reported claims. Except as otherwise provided in this Agreement, Purchaser shall be responsible for and shall pay all liabilities arising in connection with claims incurred after the Closing Date by the Employees under each employee welfare benefit plan in which such Employees participate after the Closing Date. For purposes of this Section, a claim shall be considered incurred on the date treatment is rendered or a service performed. Worker's compensation claims (other than those claims to the extent accrued on the Closing Net Current Assets statement) of any Employee shall be the responsibility and liability of Seller if the event giving rise to such claim occurred on or prior to the Closing Date and shall be the responsibility and liability of Purchaser if the event giving rise to the claim occurs after the Closing Date. Except as otherwise provided herein, if any payment or benefit is due to be paid or provided to any of the Employees (including, but not limited to, the Foreign Transferred Employees) on or after the Closing Date, only with respect to 13 month payments, Christmas bonuses or bonuses or commissions of any kind or holiday pay, but excluding any payment or benefit under any employee pension benefit plan, Seller shall pay to Purchaser within 10 days after Purchaser's written demand to Seller such proportion of the payment or the cost of the benefit as the period of pre-Closing employment with the Acquired Subsidiaries or PD bears to the period of time which has elapsed since the applicable payment or benefit was last paid or provided to the relevant Employees (including, but not limited to, the Foreign Transferred Employees); provided that nothing herein shall apply to salary or any other payments or benefits that accrue wholly in respect of such Employee's service with Purchaser, the Purchaser Affiliates or the Acquired Subsidiaries after the Closing Date or to the extent that (i) Purchaser has increased any such payment or benefit after the Closing Date or (ii) any such payment or benefit is included as a liability in the statement of...
Benefit Liabilities. 19 --H-- Benefit Plans,.............. 17
Benefit Liabilities. 2 1.10 Change..................................................................................................2 1.11 Close of the Distribution Date..........................................................................2 1.12 COBRA...................................................................................................2 1.13 Code....................................................................................................2 1.14 Corporate-Owned Life Insurance Policies.................................................................2 1.15 DOL.....................................................................................................2 1.16 ERISA...................................................................................................3 1.17
Benefit Liabilities. Neither Tenant nor any ERISA Affiliate (as
Benefit Liabilities. Subject to Section 8.2(f) hereof, Siemens shall not have any right of contribution from the Company hereunder with respect to any Loss claimed by a Parent Indemnified Party.
Benefit Liabilities. Neither the Company nor Parent or any of its subsidiaries shall be responsible for liabilities or claims resulting from or relating to (i) any Benefit Plan or (ii) any current or former employee, consultant or director of any ERISA Affiliate who is not an Employee ("Benefit Liabilities").
Benefit Liabilities. 47 7.05. Seller's Retirement Plans.................................48 7.06. Equity-Based Plans........................................48 7.07. Long-Term Disability......................................49 7.08. Indemnity for Non-Assumed Employee Related Liabilities....49 ARTICLE VIII