Pension Plan Matters Sample Clauses

Pension Plan Matters. If requested at least thirty (30) days prior to the Closing Date, at least five (5) days prior to the Closing Date, the Company and each ERISA Affiliate shall take all actions necessary to suspend or terminate each Pension Plan effective no later than the Effective Time. If a Pension Plan is suspended or terminated in accordance with this Section 4.10, benefit accruals, including contributions of salary reduction contributions, if any, shall cease. The Company and each ERISA Affiliate agree to take no action to merge any of its Pension Plans, transfer the assets of any of its Pension Plans, or suspend or terminate any of its Pension Plans, except as otherwise provided in this Section following the execution of this Agreement without the consent of Parent. Parent and its affiliates agree to take all commercially reasonable efforts to complete the liquidation of any such terminated plan as soon as reasonably practicable.
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Pension Plan Matters. The employees represented by this agreement shall continue to participate in the general employee’s Pension Plan as set out in Chapter 35 of the City Code of Ordinances, and as amended from time to time.
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Pension Plan Matters. None of Holdings, the Borrowers, any of their respective Subsidiaries, nor any Permitted Holder or Significant Holder is an Affiliate of the Sears Holdings Pension Plan. The Sears Holdings Pension Plan qualifies as an Eligible Assignee pursuant to the definition thereof.
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Pension Plan Matters. If requested by Parent in writing at least thirty (30) days prior to the Closing Date, at least one (1) day prior to the Closing Date, the Company and each ERISA Affiliate shall take all actions necessary to terminate each Pension Plan, contingent upon the Closing. If a Pension Plan is terminated in accordance with this Section 5.9, (i) benefit accruals, including contributions of salary reduction contributions, if any, shall cease as of the date of such termination, and (ii) Parent shall make appropriate arrangements to provide for participation in a replacement pension plan as of the date of termination, the benefits and contributions of which are at least as beneficial as the benefits and contribution provided under the Pension Plan being terminated.
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Pension Plan Matters. Following the Closing, Parent will cause the prompt liquidation of any Pension Plan terminated in accordance with Section 5.9 hereof.
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Pension Plan Matters. (A) All Parties acknowledge that, effective as of February 1, 2017, the Company adopted a new private pension plan (the “Company’s Pension Plan”) which is now operative allowing eligible participants to retire and qualify for benefits thereunder and replacing the Company’s prior private pension plan (the “2012 Pension Plan”). All Parties also acknowledge that each of LFM and Xxxxxx Xxxx Xxxxxx Xxxxxxx (“RLS”), Financial and Administrative Manager of the Company, has indicated that he will resign from employment by the Company effective on or prior to June 30, 2017 and retire under the Company’s Pension Plan and elect at that time to receive a lump sum payment of pension benefits (rather than monthly payments of pension benefits) as follows: (1) to LFM, 38,659,313 MXN Pesos due as part of the Defined Benefit (Componente de Beneficio Definido); and (2) to RLS, 10,413,177 MXN Pesos due as part of the Defined Benefit (Componente de Beneficio Definido) (with respect to LFM and RLS, the amounts due as Defined Benefit (Componente de Beneficio Definido) together, the “Lump Sum Payments”). Buyer Guarantor and the other parties to the Buyer Guaranty hereby agree, for the benefit of LFM and RLS, that the Buyer Guaranty shall cover and be applicable to any failure of the Company to make the Lump Sum Payments due to each of LFM and RLS pursuant to the terms and conditions of the Company’s Pension Plan. LFM and RLS are intended third party beneficiaries of this Section 1.10(A). With respect to the Defined Contribution for Company Contributions (Componente de Contribución Definida por las Aportaciones de la Empresa) for each of LFM and RLS, the Company will distribute the applicable amounts in MXN Pesos (based on the documentation of the Company’s Pension Plan) to LFM and RLS in a manner consistent with the Company’s Pension Plan and applicable Law.
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Pension Plan Matters. As soon as practicable after the Separation Date, Tyco shall cause the trustee of the Tyco International (US) Inc. Master Retirement Trust to transfer any remaining assets and liabilities of the CIT Group Inc. Retirement Plan to the trustee of the CIT Group Inc. Master Retirement Trust (such transfer shall be made in the form of cash or, to the extent requested by CIT, in assets in kind), and CIT shall cause such trustee to accept such transfer.
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Pension Plan Matters. Section 6.4.3 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
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Pension Plan Matters. With respect to Buyer's DB Plan as defined in Section 8.3(g), Buyer has fulfilled its obligations under the minimum funding standards of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), and the Code in all material respects and to Buyer's Knowledge neither Buyer nor Buyer's DB have incurred any material liability to the Pension Benefit Guaranty Corporation ("PBGC") or the Internal Revenue Service except liabilities to the PBGC pursuant to Section 4007 of ERISA, all of which have been paid as due. No reportable event (as such term is used in section 4043 of ERISA) or no "accumulated funding deficiency (as such term is used in section 412 or 4971 of the Code) has occurred with respect to Buyer's DB Plan.
Sample 1

Related to Pension Plan Matters

  • Pension Matters Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except for those that would not, in the aggregate, have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the Knowledge of any Obligor or Subsidiary thereof, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or would have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to occur. Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and neither Borrower nor any of its ERISA Affiliates knows of any facts or circumstances that would reasonably be expected to cause the funding target attainment percentage to fall below 60% as of the most recent valuation date. As of the date hereof, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. No ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made.

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

  • Pension Plan 15.01 The CLAC Pension Plan (“the Plan”), a defined contribution pension plan, is registered with the Canada Revenue Agency. The Plan applies to all employees covered by this Agreement.

  • ERISA Liabilities; Employee Plans The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv) notify Lender immediately upon receipt by the Credit Parties of any notice concerning the imposition of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.

  • Employee Benefit Plans and Employee Matters (a) Schedule 2.12(a) of the Company Disclosure Letter lists, with respect to the Company and (i) all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) all material stock option, stock purchase, phantom stock, stock appreciation right, restricted stock unit, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iii) all material bonus, pension, profit sharing, savings, severance, retirement, deferred compensation or incentive plans (including cash incentive plans), programs or arrangements, (iv) all other material fringe or employee benefit plans, programs or arrangements and (v) all material employment, individual consulting, retention, change of control or executive compensation or severance agreements, written or otherwise, as to which any unsatisfied obligations of the Company remain for the benefit of any present or former employee, consultant or non-employee director of the Company, other than any such plan, program, or other arrangement mandated and maintained by a Governmental Entity (all of the foregoing described in clauses (i) through (v), collectively, the “Company Employee Plans”). Notwithstanding the foregoing, for purposes of the other representations in this Section 2.12, all references to Company Employee Plan shall include arrangements that would be listed in this Section 2.12(a) but for the “material” qualifiers in (ii), (iii), (iv), and (v), and shall include plans that are mandated by a Governmental Entity, but sponsored or contributed to by the Company or any Subsidiary thereof.

  • 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.

  • Plans and Benefit Arrangements The Borrower shall, and shall cause each other member of the ERISA Group to, comply with ERISA, the Internal Revenue Code and other applicable Laws applicable to Plans and Benefit Arrangements except where such failure, alone or in conjunction with any other failure, would not result in a Material Adverse Change. Without limiting the generality of the foregoing, the Borrower shall cause all of its Plans and all Plans maintained by any member of the ERISA Group to be funded in accordance with the minimum funding requirements of ERISA and shall make, and cause each member of the ERISA Group to make, in a timely manner, all contributions due to Plans, Benefit Arrangements and Multiemployer Plans.

  • ERISA and Employee Benefits Matters (A) To the knowledge of the Company, no “prohibited transaction” as defined under Section 406 of ERISA or Section 4975 of the Code and not exempt under ERISA Section 408 and the regulations and published interpretations thereunder has occurred with respect to any Employee Benefit Plan. At no time has the Company or any ERISA Affiliate maintained, sponsored, participated in, contributed to or has or had any liability or obligation in respect of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA, or Section 412 of the Code or any “multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA. No Employee Benefit Plan provides or promises, or at any time provided or promised, retiree health, life insurance, or other retiree welfare benefits except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law. Each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws, including but not limited to ERISA and the Code and, to the knowledge of the Company, no event has occurred (including a “reportable event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA Affiliate to any material tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law. Each Employee Benefit Plan intended to be qualified under Code Section 401(a) is so qualified and has a favorable determination or opinion letter from the IRS upon which it can rely, and any such determination or opinion letter remains in effect and has not been revoked; to the knowledge of the Company, nothing has occurred since the date of any such determination or opinion letter that is reasonably likely to adversely affect such qualification; (B) with respect to each Foreign Benefit Plan, such Foreign Benefit Plan (1) if intended to qualify for special tax treatment, meets, in all material respects, the requirements for such treatment, and (2) if required to be funded, is funded to the extent required by applicable law, and with respect to all other Foreign Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company or subsidiary; (C) the Company does not have any obligations under any collective bargaining agreement with any union and no organization efforts are underway with respect to Company employees. As used in this Agreement, “Code” means the Internal Revenue Code of 1986, as amended; “Employee Benefit Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA, including, without limitation, all stock purchase, stock option, stock-based severance, employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under which (x) any current or former employee, director or independent contractor of the Company or its subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its respective subsidiaries or (y) the Company or any of its subsidiaries has had or has any present or future obligation or liability; “ERISA” means the Employee Retirement Income Security Act of 1974, as amended; “ERISA Affiliate” means any member of the company’s controlled group as defined in Code Section 414(b), (c), (m) or (o); and “Foreign Benefit Plan” means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

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