Plans Generally Clause Samples
Plans Generally. As soon as practicable after the date of this Agreement, the parties hereto shall enter into one or more agreements or memoranda of understanding (collectively, the "Foreign Plans Agreement") regarding the treatment and allocation of Liabilities relating to or arising under Benefit Plans (the "Foreign Plans") for Employees located outside the United States, including without limitation expatriates, and to expatriate employees located in the United States. The Foreign Plans Agreement shall provide for the treatment of each Foreign Plan, which treatment may include (without limitation) (i) the retention or assumption of such Foreign Plan by the Packco Group, (ii) the retention or assumption of such Foreign Plan by the New Grace Group, or (iii) an allocation of the liabilities and assets (if any) of the Foreign Plan between a Plan (which may include the Foreign Plan) that is intended to be maintained by the New Grace Group and a Plan (which may include the Foreign Plan) that is intended to be maintained by the Packco Group, after the Distribution Date; provided, that the insurance contracts funding each Insured Foreign Pension Plan (and any assets related thereto) shall be divided between the appropriate Packco Benefit Plan and New Grace Benefit Plan by the insurer in accordance with applicable law, regulation and practice. Any transfers of assets or liabilities from a Noninsured Foreign Pension Plan shall be made on the basis of reasonable methods and assumptions determined by the local actuarial firm that is, as of the date of this Agreement, serving as the actuary for such Noninsured Foreign Pension Plan (or another actuarial firm if the parties hereto so agree) (the "Local Actuary"), in accordance with applicable legal and regulatory requirements, local practice and the past practice of Grace; provided, that each of Grace, Grace-Conn. and New Grace shall be entitled to review such methods and assumptions and object to them if they are unreasonable, and to review all calculations and determinations of the Local Actuary for accuracy. It is the intention of the parties hereto that the Packco Group will assume or retain Liabilities for Packco Employees under Foreign Plans and that to the extent permitted and practicable under legal and regulatory requirements and local practice, assets transferred from Noninsured Foreign Pension Plans pursuant to the Foreign Plans Agreement shall equal the Projected Benefit Obligation, calculated in accordance with FAS 87, fo...
Plans Generally. Lessee shall provide a Research and Analysis Plan, the Construction Plan, a Decommissioning and Reclamation Plan, and the HMWMP, as more particularly set forth, below, and in accordance with Article 4 and Article 13. The Construction Plan, HMWMP, and the Decommissioning and Reclamation Plan may be submitted as a single plan with the information required by this Lease, or as separate plans.
Plans Generally. As soon as practicable after the date of this Agreement, the parties hereto shall enter into one or more agreements or memoranda of understanding (collectively, the "FOREIGN PLANS AGREEMENT") regarding the treatment and allocation of liabilities relating to or arising under the CIRP and all other Plans (the "FOREIGN PLANS") for Employees located outside the United States, including without limitation expatriates, and to expatriate Employees located in the United States. The Foreign Plans Agreement shall provide for the treatment of each Foreign Plan, which treatment may include, without limitation, (a) the retention or assumption of such Foreign Plan by Hilton, (b) the retention or assumption of such Foreign Plan by Park Place or (c) an allocation of the liabilities and assets of the Foreign Plan between a Plan (which may include the Foreign Plan) that is intended to be maintained by Hilton and a Plan (which may include the Foreign Plan) that is intended to be maintained by Park Place, after the Distribution Date. Any transfers of assets or liabilities from a Foreign Plan shall be made on the basis of reasonable methods and assumptions determined by the local actuarial firm that is, as of the date of this Agreement, serving as the actuary for such Foreign Plan (or another actuarial firm if the parties hereto so agree) (the "LOCAL ACTUARY"), in accordance with applicable legal and regulatory requirements, local practice and the past practice of Hilton; PROVIDED that, each of Hilton and Park Place shall be entitled to review such methods and assumptions and object to them if they are unreasonable, and to review all calculations and determinations of the Local Actuary for accuracy.
Plans Generally. Lessee shall provide a Research and Analysis Plan, the Construction Plan, a Decommissioning and Reclamation Plan, and the HMWMP, as more particularly set forth, below, and in accordance with Article 4 and Article 13. The Construction Plan, HMWMP, and the Decommissioning and Reclamation Plan may be submitted as a single plan with the information required by this Lease, or as separate plans. All plans must be submitted to Lessor for approval in which such approval shall not be unreasonably delayed or withheld. Lessor may terminate the Lease if any term or condition of any plan required by this Lease, or any subsequent modification or addendum to this Lease, cannot be agreed upon. Such failure will be an event of default under this Lease and Lessor may terminate the Lease pursuant to Section 3.5.3
Plans Generally. As soon as practicable after the date of this Agreement, the parties hereto shall enter into one or more agreements or memoranda of understanding (collectively, the "Foreign Plans Agreement") regarding the treatment and allocation of Liabilities relating to or arising under Benefit Plans (the "Foreign Plans") for Employees located outside the United States, including without limitation expatriates, and to expatriate employees located in the United States. The Foreign Plans Agreement shall provide for the treatment of each Foreign Plan, which treatment may include (without limitation) (i) the retention or assumption of such Foreign Plan by the Packco Group, (ii) the retention or assumption of such Foreign Plan by the New Grace Group, or (iii) an allocation of the liabilities and assets (if any) of the Foreign Plan between a Plan (which may include the Foreign Plan) that is intended to be maintained by the New Grace Group and a Plan (which may include the Foreign Plan) that is intended to be maintained by the Packco Group, after the Distribution Date; provided, that the insurance contracts funding each Insured Foreign Pension Plan (and any assets related thereto) shall be divided between the appropriate Packco Benefit Plan and New Grace Benefit Plan by the
Plans Generally. Except as otherwise provided in this Section 5.6,
(A) the Seller and its Affiliates shall remain solely responsible for any and all Losses and obligations with respect to events that occur before Closing under, in connection with or in respect of, the Seller Plans, and all rights and entitlements, with respect to events that occur before Closing of all current and former employees under such plans (including the rights and entitlements of the Transferred Employees thereunder other than severance benefits), and neither the Buyer nor any of its Affiliates shall have any responsibility or obligation in respect of any such plan in respect of the period prior to Closing; and (B) effective as of the Closing, the Buyer shall be solely responsible for providing benefits to European Business Employees in accordance with and to the extent required by the Directive and the relevant domestic legislation, and neither the Seller nor any of its Affiliates shall have any responsibility or obligation in respect thereof. “Seller Plan” means (x) a “pension plan” (as defined in Section 3(2) of ERISA (the “Pension Plans”), (y) a “welfare plan” (as defined in Section 3(1) of ERISA), and (z) any other material pension, bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, stock appreciation right, holiday pay, vacation, severance, medical, dental, vision, disability, death benefit, sick leave, fringe benefit, personnel policy, insurance or other plan, program, agreement, arrangement or understanding, in each case established or maintained with respect to the Business or that otherwise covers the Business Employees.
Plans Generally. Except as otherwise provided in this Section 5.11: (A) effective as of the Closing, the Seller shall cause the Swiss Companies to cease to sponsor or constitute a participating employer in all Company Plans, other than the Acquired Company Plans; (B) the Seller and its Affiliates shall remain solely responsible for any and all Liabilities and obligations with respect to events that occur before Closing under, in connection with or in respect of the Company Plans (other than the Acquired Company Plans), and all rights and entitlements, with respect to events that occur before Closing of all current and former employees under such plans (including the rights and entitlements of the Transferred Employees thereunder other than the severance benefits for European Business Employees), and neither the Buyer nor any of its Affiliates (including, after the Closing Date, the Swiss Companies) shall have any responsibility or obligation in respect of any such plan (other than the Acquired Company Plans)
Plans Generally. Except as otherwise provided in --------------- this Section 5.6, (A) the Seller and its Affiliates shall remain solely responsible for any and all Losses and obligations with respect to events that occur before Closing under, in connection with or in respect of, the Seller Plans, and all rights and entitlements, with respect to events that occur before Closing of all current and former employees under such plans (including the rights and entitlements of the Transferred Employees thereunder other than severance benefits), and neither the Buyer nor any of its Affiliates shall have any responsibility or obligation in respect of any such plan in respect of the period prior to Closing; and (B) effective as of the Closing, the Buyer shall be solely responsible for providing benefits to European Business Employees in accordance with and to the extent required by the Directive and the relevant domestic legislation, and neither the Seller nor any of its Affiliates shall have any responsibility or obligation in respect thereof. "Seller Plan" means (x) a "pension plan" (as defined in Section 3(2) of ERISA ----------- (the "Pension Plans"), (y) a "welfare plan" (as defined in Section 3(1) of ------------- ERISA), and (z) any other material pension, bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, stock appreciation right, holiday pay, vacation, severance, medical, dental, vision, disability, death benefit, sick leave, fringe benefit, personnel policy, insurance or other plan, program, agreement, arrangement or understanding, in each case established or maintained with respect to the Business or that otherwise covers the Business Employees.
Plans Generally. Except as otherwise provided in --------------- this Section 10.1: (A) effective as of the Closing, Seller shall cause the Acquired Companies to cease to sponsor or constitute a participating employer in all Employee Benefit Plans, other than the Acquired Company Plans; (B) Seller shall remain solely responsible for any and all Liabilities and obligations arising under, in connection with or in respect of the Seller Employee Benefit Plans, and all rights and entitlements of all current and former employees employed in connection with the Business under such plans (including the rights and entitlements of the Transferred Employees thereunder), and neither Purchaser nor any of its Subsidiaries (including, after the Closing Date, the Acquired Companies) shall have any responsibility or obligation in respect of any such plan; (C) effective as of the Closing, Purchaser and its Subsidiaries (including the Acquired Companies) shall be solely responsible for any and all Liabilities and obligations arising under, in connection with or in respect of the Acquired Company Plans, and all rights and entitlements of all current and former employees employed in connection with the Business under such plans (including the rights and entitlements of the Transferred Employees, Acquired Company Employees and Former Acquired Company Employees thereunder), and neither Seller nor any of its Subsidiaries (other than the Acquired Companies) shall have any responsibility or obligation in respect of any such plan; and (D) from and after the Closing, Purchaser and its Subsidiaries shall honor all Acquired Company Plans in accordance with their terms as in effect immediately before the Closing, subject to any amendment or termination thereof that may be permitted by such terms (without prejudice to the provisions of Section 6.2(d)).