RemainCo Governmental Operations Plan Sample Clauses

RemainCo Governmental Operations Plan. On or prior to the Employee Transfer Date, the RemainCo Governmental Operations Plan shall be amended in order that the RemainCo Governmental Operations Plan will provide to each RemainCo Employee and Former RemainCo Employee (excluding any Grandfathered Foundry Employee) who was a participant in the SpinCo Commercial Operations Plan (and each alternate payee or beneficiary of such person) (the “RemainCo U.S. Pension Beneficiaries”) benefits identical to those accrued with respect to such person under the SpinCo Commercial Operations Plan as of the close of business on April 30, 2015 (the “RemainCo Transfer Date”) (the “RemainCo U.S. Transferred Benefit”). A RemainCo U.S. Pension Beneficiary shall not accrue benefits under the SpinCo Commercial Operations Plan after the RemainCo Transfer Date, unless such RemainCo U.S. Pension Beneficiary shall become employed by any member of the SpinCo Group that participates in the SpinCo Commercial Operations Plan on or after the RemainCo Transfer Date. Each Grandfathered Foundry Employee who is a participant in the SpinCo Commercial Operations Plan as of the RemainCo Transfer Date shall remain a participant in such plan on and after the RemainCo Transfer Date.
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RemainCo Governmental Operations Plan. Following the determination of the RemainCo Transfer Amount (as defined below) by SpinCo, SpinCo shall cause to be transferred from the SpinCo Commercial Operations Plan to the RemainCo Governmental Operations Plan assets having an aggregate Value (as defined below) equal to the RemainCo Transfer Amount. On and before the RemainCo Transfer Date, the SpinCo Commercial Operations Plan shall continue to make the required benefit payments to the RemainCo U.S. Pension Beneficiaries. After the RemainCo Transfer Date, the RemainCo Governmental Operations Plan shall commence making the required benefit payments. Effective as of the RemainCo Transfer Date, the sponsor of the RemainCo Governmental Operations Plan shall assume all liabilities with respect to the benefits previously accrued under the SpinCo Commercial Operations Plan by the RemainCo U.S. Pension Beneficiaries.
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RemainCo Governmental Operations Plan. Promptly following the RemainCo Transfer Date, the SpinCo Actuary shall determine the RemainCo Transfer Amount. The “RemainCo Transfer Amount” means the amount required to be transferred from the SpinCo Commercial Operations Plan to the RemainCo Governmental Operations Plan in respect of the assumption by the RemainCo Governmental Operations Plan of the RemainCo U.S. Transferred Benefit obligations, as determined in accordance with Code Section 414(l) and the regulations thereunder. Promptly upon determination of the RemainCo Transfer Amount, SpinCo shall cause the SpinCo Actuary to provide to RemainCo a written statement of the RemainCo Transfer Amount, a summary of the calculation of such amount and a written statement that the RemainCo Transfer Amount satisfies the requirements of Code Section 414(l).
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Related to RemainCo Governmental Operations Plan

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly permitted by this Agreement or as required by a Governmental Entity or applicable Laws, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course and, to the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact, maintain satisfactory relationships with Governmental Entities, NERC, PJM, customers and suppliers having significant business dealings with them and keep available the services of their key employees; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as is required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to:

  • Money Market Fund Compliance Testing and Reporting Services Subject to the authorization and direction of the Trust and, in each case where appropriate, the review and comment by the Trust’s independent accountants and legal counsel, and in accordance with procedures that may be established from time to time between the Trust and the Administrator, the Administrator will:

  • Sub-Contracting JHSS may subcontract for the performance hereof, provided, however, that (a) upon engagement of any such subcontractor, and at least annually thereafter, JHSS discloses to the Board the financial terms of such subcontract and a summary of the services provided to the Fund pursuant to such subcontract, and (b) JHSS shall be as fully responsible to the Fund for any acts or omissions of any such subcontractor as JHSS is for its own acts and omissions.

  • Lawful Operations, etc Each Credit Party and each of its Subsidiaries: (i) holds all necessary foreign, federal, state, provincial, local and other governmental licenses, registrations, certifications, permits and authorizations necessary to conduct its business and own its properties; and (ii) is in full compliance with all requirements imposed by law, regulation or rule, whether foreign, federal, state or local, that are applicable to it, its operations, or its properties and assets, including, without limitation, applicable requirements of Environmental Laws, except for any failure to obtain and maintain in effect, or noncompliance that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Sub-Advisor Compliance Policies and Procedures The Sub-Advisor shall promptly provide the Trust CCO with copies of: (i) the Sub-Advisor’s policies and procedures for compliance by the Sub-Advisor with the Federal Securities Laws (together, the “Sub-Advisor Compliance Procedures”), and (ii) any material changes to the Sub-Advisor Compliance Procedures. The Sub-Advisor shall cooperate fully with the Trust CCO so as to facilitate the Trust CCO’s performance of the Trust CCO’s responsibilities under Rule 38a-1 to review, evaluate and report to the Trust’s Board of Trustees on the operation of the Sub-Advisor Compliance Procedures, and shall promptly report to the Trust CCO any Material Compliance Matter arising under the Sub-Advisor Compliance Procedures involving the Sub-Advisor Assets. The Sub-Advisor shall provide to the Trust CCO: (i) quarterly reports confirming the Sub-Advisor’s compliance with the Sub-Advisor Compliance Procedures in managing the Sub-Advisor Assets, and (ii) certifications that there were no Material Compliance Matters involving the Sub-Advisor that arose under the Sub-Advisor Compliance Procedures that affected the Sub-Advisor Assets. At least annually, the Sub-Advisor shall provide a certification to the Trust CCO to the effect that the Sub-Advisor has in place and has implemented policies and procedures that are reasonably designed to ensure compliance by the Sub-Advisor with the Federal Securities Laws.

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).

  • Force Majeure and Disaster Recovery Plans A. DST shall not be responsible or liable for its failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation: any interruption, loss or malfunction of any utility, transportation, computer (hardware or software) or communication service; inability to obtain labor, material, equipment or transportation, or a delay in mails; governmental or exchange action, statute, ordinance, rulings, regulations or direction; war, strike, riot, emergency, civil disturbance, terrorism, vandalism, explosions, labor disputes, freezes, floods, fires, tornados, acts of God or public enemy, revolutions, or insurrection; or any other cause, contingency, circumstance or delay not subject to DST’s reasonable control which prevents or hinders DST’s performance hereunder.

  • Tax Reclamation Services May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim. Out of Pocket Expenses § Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. § A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. § SWIFT reporting and message fees.

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