Terminating Operations Sample Clauses

Terminating Operations. When operations at a designated DOE facility are terminated and no further work is to occur under the prime contract, the following apply: (1) No further benefits for service shall accrue. (2) The Contractor shall provide a determination statement in its settlement proposal, defining and identifying all liabilities and assets attributable to the DOE contract. (3) The Contractor shall base its pension liabilities attributable to DOE contract work on the market value of annuities or lump sum payments or dispose of such liabilities through a competitive purchase of annuities or lump sum payouts. (4) Assets shall be determined using the “accrual-basis market value” on the date of termination of operations. (5) DOE and the Contractor(s) shall establish an effective date for spinoff or plan termination. On the same day as the Contractor notifies the IRS of the spinoff or plan termination, all plan assets assigned to a spun-off or terminating plan shall be placed in a low-risk liability matching portfolio until the successor trustee, or an insurance company, is able to assume stewardship of those assets.

Terminating Operations. The Company shall have, in accordance with Section 5.20: (a) satisfied, extinguished and otherwise discharged all Non-Electrograph Liabilities (other than Non-Electrograph Liabilities that are, individually and in the aggregate, not material); (b) sold, assigned, transferred or otherwise disposed of all Non-Electrograph Assets (other than Non-Electrograph Assets that are, individually and in the aggregate, not material); and (c) wound down, settled the affairs of and terminated the operations of the Terminating Operations.

Terminating Operations. Prior to the Closing, the Company shall, subject to the last sentence of Section 4.1(a) and Sections 4.1(b)(xvii), 4.1(b)(xviii) and 4.1(b)(xix) and except for the Assigned Leases or as otherwise permitted by this Agreement: (a) satisfy, extinguish and otherwise discharge all Non-Electrograph Liabilities (other than Non-Electrograph Liabilities that are, individually and in the aggregate, not material); (b) sell, assign, transfer or otherwise dispose of all Non-Electrograph Assets (other than Non-Electrograph Assets that are, individually and in the aggregate, not material); and (c) wind down, settle the affairs of and terminate the operations of the Acquired Companies listed on Section 5.20 of the Company Disclosure Letter (the “Terminating Operations”); and (d) use its Commercially Reasonable Efforts to consult with Parent with respect to such matters prior to taking any material action in connection therewith.

Terminating Operations. Prior to the Closing, the Company shall, subject to the last sentence of Section 4.1(a) and Sections 4.1(b)(xvii), 4.1(b)(xviii) and 4.1(b)(xix) and except for the Assigned Leases or as otherwise permitted by this Agreement: (a) satisfy, extinguish and otherwise discharge all Non-Electrograph Liabilities (other than Non-Electrograph Liabilities that are, individually and in the aggregate, not material); (b) sell, assign, transfer or otherwise dispose of all Non-Electrograph Assets (other than Non-Electrograph Assets that are, individually and in the aggregate, not material); and (c) wind down, settle the affairs of and terminate the operations of the Acquired Companies listed on Section 5.20 of the Company Disclosure Letter (the "TERMINATING OPERATIONS"); and (d) use its Commercially Reasonable Efforts to consult with Parent with respect to such matters prior to taking any material action in connection therewith. SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, at or prior to the Closing, of each of the following conditions:

Terminating Operations. When operations at a DOE Laboratory are terminated and no further work is to occur under this contract, the following rules shall apply: (1) No further benefits for service shall accrue after the Contract termination date, or such earlier date as agreed to by the DOE and the Contractor. (2) The Contractor shall return the DOE portion of the UCRP assets [as defined herein below] by means of a (1) spin-off and termination of the spun-off plan and reversion pursuant to IRC Section 414(l) and ERISA Section 4044, (2) spin off and plan merger pursuant to IRC 414(l), or (3) otherwise transferred at DOE’s direction at DOE’s sole discretion subject to applicable law. In the case of (2) above, the merger shall be a merger of all DOE assets and all DOE liabilities with another DOE Contractor’s DOE-site pension plan. (3) Procedures with respect to the spin-off and reversion. (i) For purposes of spin-off, all Contract Service active liabilities for the Laboratory’s UCRP members and all Contract Service inactive liabilities for the Laboratory’s UCRP members shall be valued using the UCRP plan provisions, actuarial assumptions, and actuarial cost methods that were used to prepare that UCRP actuarial valuation which is most recent as of the effective date of the spin- off and Contract Service to date of spin-off. For purposes of this subparagraph (e)(3), the aforementioned valuation of the Contract Service inactive liabilities shall be known as “B”. The UCRP shall retain full and exclusive responsibility for the Contract Service inactive liabilities. For this purpose, “inactive” shall refer to those vested UCRP members who have earned Contract Service and who do not become participants in the spun-off plan. (ii) Assets transferring to the plan that is spun off shall equal A-B for which A is the value of assets on the effective date of spin-off that is provided by the formula in subparagraph (b)(5) and B is as defined in subparagraph (e)(3)(i), above. Any delay in transfer of assets shall augment the amount A-B by interest on that amount in accordance with the clause of this contract entitled “Interest”, as of the effective date of spin-off. The sponsor of the spun-off plan shall have full and exclusive responsibility for the Contract Service active liabilities. (iii) The Parties agree that any disposition of Contract Service assets or transfer of liabilities upon a spin-off shall be consistent with the then applicable federal and state laws relating to qualified defined b...

Terminating Operations. 43 SECTION 7. CONDITIONS PRECEDENT TO OBLIGATION OF THE COMPANY.........................................43

Terminating Operations. 40 SECTION 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB..............................40 6.1 ACCURACY OF REPRESENTATIONS...................................................................40