Defined Benefit Pension Plans Sample Clauses

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.

Defined Benefit Pension Plans establish, assume or otherwise become a party to or liable under any Defined Benefit Pension Plan;

Defined Benefit Pension Plans. (a) After the Distribution Date, Ralcorp Participants shall continue to participate in the Retirement Plan of Ralcorp. (b) Post (acting directly or through a member of the Post Group) shall establish a defined benefit pension plan qualified under Section 401(a) of the Code (“Post Retirement Plan”) to be effective on the Distribution Date to provide pension benefits for the Post Participants who participated in the Retirement Plan of Ralcorp immediately prior to the Distribution Date. After the Distribution Date, Post Participants who participate in the Retirement Plan of Ralcorp shall cease to participate in the Retirement Plan of Ralcorp and shall participate in the Post Retirement Plan, in accordance with and subject to the terms and conditions of such plan. Post shall take all necessary steps to have the Post Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp (based on a good faith actuarial estimate of accrued benefits as of the date set forth on Schedule 3.01 for such purpose) representing any benefits accrued by individuals whose names are set forth on Schedule 3.01 for such purpose (“Transferred Participants”). The parties agree that Transferred Participants shall include Post Employees and former Post Employees. An initial transfer of assets and Liabilities shall occur on or before the date that is three months after the Distribution Date (“Retirement Spin Date”). As soon as practicable after the Retirement Spin Date, Post shall take all necessary steps to have the Post Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp based on a final actuarial calculation representing any benefits accrued by Transferred Participants. Post, on its own behalf and on behalf of all members of the Post Group, agrees that neither Ralcorp nor the Retirement Plan of Ralcorp shall have any further responsibility with respect to the assets and liabilities that are transferred from the Retirement Plan of Ralcorp to the Post Retirement Plan. From and after the Distribution Date until the Retirement Spin Date, any benefits accrued prior to the Distribution Date that would otherwise be payable to Transferred Participants under the Post Retirement Plan shall be paid or continue to be paid out of the Retirement Plan of Ralcorp, and the amounts to be transferred to the Post Retirement Plan shall be reduced by the amount of such payments. After the Retirement Spin Date, any pension benefits that accrued prior to the Di...

Defined Benefit Pension Plans. (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) of the Seller Disclosure Schedule for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “Pension Plan Employee”) on the Closing Date. Seller shall retain and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Schedule. (ii) To the extent provided in Section 7.1(d)(ii) of the Seller Disclosure Schedule, Seller shall effect a transfer of assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii) of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”). The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected as soon as practicable after the Closing, but in any event within one (1) year after the Closing Date or, if later, the earliest date that is administratively practicable as reasonably determined by Seller; provided, however, that in no event shall such transfer take place until the receipt of any approval required by any Government Entity.

Defined Benefit Pension Plans. (i) Prior to and effective on the Closing Date, the Buyer shall adopt a Plan that corresponds to the Del Monte Corporation Retirement System for Hourly Employees (the “Buyer’s Pension Plan”), which shall provide for benefits to Transferred Union Employees covered by the Pittsburgh UFCW Contract and their respective alternate payees that are substantially similar in all Material Features to those provided under the Del Monte Corporation Retirement System for Hourly Employees (the “Company Pension Plan”). On the Closing Date, Business Employees shall cease accruing any benefits under the Company Pension Plan. The Company shall retain all Liabilities under the Company Pension Plan with respect to all periods prior to the Closing. The Buyer’s Pension Plan shall provide a benefit for all periods of service completed and compensation earned by such Transferred Union Employees on and after the Closing who prior to the Closing were covered by the Company Pension Plan and the Buyer shall be responsible for all Liabilities associated therewith; provided, however, that the benefit accrual formula under the Buyer’s Pension Plan shall (A) recognize all periods of service and compensation taken into account under the Company Pension Plan and (B) determine such Transferred Union Employee’s accrued benefit based on: (1) the sum of service and compensation taken into account under the Company Pension Plan for periods prior to the Closing and service and compensation taken into account under the Buyer’s Pension Plan on and after the Closing less (2) such Transferred Union Employee’s accrued benefit under the Company Pension Plan. The Buyer shall not be obligated to establish or maintain a defined benefit pension plan with respect to any Transferred Mendota Union Employees. (ii) The Company currently contributes on behalf of certain employees to the Western Pennsylvania Teamsters and Employers Trust Fund (the “Union Pension Fund”). The Buyer agrees to assume the Pittsburgh Teamsters Contract, and to make contributions after the Closing to the Union Pension Fund with respect to Transferred Employees participating in the Union Pension Fund for substantially the same number of contribution base units (as defined in Section 4001 of ERISA) for which the Company had an obligation, prior to the Closing, to contribute to the Union Pension Fund, as described in Section 4204(a)(1)(A) of ERISA. (A) The Buyer and the Company will take steps, including complying with the provisions of Se...

Defined Benefit Pension Plans. Neither the Company nor any entity that was at any time during the six-year period ending on the date of this Agreement a Company ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in Section 3(2) of ERISA) that is or was subject to Title IV of ERISA.

Defined Benefit Pension Plans. (1) Hussmann shall continue, on and after the Distribution Date, qualified defined benefit pension plans ("HUSSMANN PENSION PLANS"), which are presently being funded by the ▇▇▇▇▇▇▇ Corporation Defined Benefit Master Trust ("▇▇▇▇▇▇▇ MASTER TRUST"), and a nonqualified Hussmann Corporation Executive Retirement Plan ("HUSSMANN ERP"), all of which Hussmann or a Hussmann Subsidiary currently sponsors for current and former employees and beneficiaries of employees or former employees of Hussmann and Hussmann Subsidiaries (the "HUSSMANN PENSION PLAN BENEFICIARIES"). Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Hussmann Pension Plans and Hussmann ERP, and neither ▇▇▇▇▇▇▇ nor any ▇▇▇▇▇▇▇ Subsidiary shall have any Liabilities in respect thereof at any time, except to the extent such Liabilities relate to a benefit accrued by the Hussmann Participant under a qualified defined benefit pension plan maintained by ▇▇▇▇▇▇▇ or a ▇▇▇▇▇▇▇ Subsidiary which is offset by the Hussmann Pension Plans against any benefit accrual under the Hussmann Pension Plans based on the same period of credited service. Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible to all Hussmann Pension Plan Beneficiaries for all Liabilities whatsoever with respect to the Hussmann Pension Plans and Hussmann ERP at any time. Hussmann and Hussmann Operating Company shall indemnify, defend and hold harmless the ▇▇▇▇▇▇▇ Master Trust and the ▇▇▇▇▇▇▇ Indemnitees from and against any and all Losses of the ▇▇▇▇▇▇▇ Master Trust and the ▇▇▇▇▇▇▇ Indemnitees arising out of or due to the failure or alleged failure of the Hussmann Pension Plans, Hussmann Master Trust (defined below), Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities. (2) Hussmann shall, as of a date on or prior to the Distribution Date ("PENSION EFFECTIVE DATE"), adopt a Hussmann Corporation Defined Benefit Master Trust ("HUSSMANN MASTER TRUST") substantially similar to the ▇▇▇▇▇▇▇ Master Trust and designate a trustee for the Hussmann Master Trust for each of the Hussmann Pension Plans. As provided in the ▇▇▇▇▇▇▇ Master Trust, the Management Committee of the ▇▇▇▇▇▇▇ Master Trust ("MANAGEMENT COMMITTEE") shall cause the ▇▇▇▇▇▇▇ Master Trust to transfer to the Hussmann Master Trust, a PRO RATA portion (net of accrued expenses, contributions and benefits attributable to each and every Hussmann Separated Employ...

Defined Benefit Pension Plans. As of the Distribution Date, Vector or a member of the Vector Group shall retain all of the assets in the trust underlying the Vector Retained Defined Benefit Pension Plans, and remain responsible for all Liabilities under the Vector Retained Defined Benefit Pension Plans.

Defined Benefit Pension Plans. (a) Effective as of the Closing Date, the Transferred Employees shall no longer participate in the Sellers' defined benefit pension plans. Effective as of such date, the Purchaser shall establish replacement defined benefit pension plans (the "NEW DEFINED BENEFIT PLANS") that are intended to be qualified under Section 401(a) of the Code, and a related trust or trusts that are intended to be exempt from taxation under Section 501(a) of the Code for the benefit of the Transferred Employees, the terms of which plans and trust(s) shall be substantially comparable to the terms of the Sellers' defined benefit pension plans (and in compliance with any applicable collective bargaining agreement). The Purchaser agrees that the new Defined Benefit Plans and their related trusts and funding arrangements shall be operative in all respects on the Closing Date and the Purchaser agrees to deliver to the Seller the certificate of an officer or an opinion of counsel representing that the New Defined Benefit Plans meet the requirements for qualification under Section 401(a) of the Code. The Purchaser agrees as soon as practicable after the Closing Date to apply for, and take all actions necessary to secure, a determination letter from the Internal Revenue Service to the effect that the New Defined Benefit Plans are qualified under the applicable provisions of the Code. The Purchaser further agrees that if such a determination letter is not obtained, any liability resulting from the failure to obtain such letter shall be the responsibility of the Purchaser. The Purchaser shall recognize the Transferred Employees' service prior to the Closing Date with the Sellers for all purposes under the New Defined Benefit Plans. (b) As soon as practicable after the Closing Date, the Sellers shall cause to be transferred from the Sellers' defined benefit pension plans (the "SELLERS' PENSION PLANS") to the New Defined Benefit Plans all accrued benefits and other liabilities of the Sellers' Pension Plans relating to the Transferred Employees and to the employees of the Rolling Business whose employment terminated prior to the Closing Date ("FORMER EMPLOYEES") in the manner described below (the "TRANSFERRED BENEFITS"). Following completion of the transfer of assets and liabilities from the Sellers' Pension Plans to the New Defined Benefit Plans, the Sellers shall have no further liability whatsoever with respect to the Former Employees and the Transferred Employees for benefits under the Sel...