Transfer of Plans Sample Clauses

Transfer of Plans. Effective on the Effective Time, the parties shall cause Parent to assign, and New BBX Capital to assume, sponsorship of all Parent Benefit Plans. From and after the Effective Time, New BBX Capital shall be sponsor of all Parent Benefit Plans.
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Transfer of Plans. (a) No assets or liabilities with respect to any plan, program or arrangement established by Harveys or any other employer for the benefit of any employees of the Hotel (the "HARVEYS PLANS") shall be transferred as a result of this Agreement. Benefits payable to any Transferred Employees under the Harveys Plans (including, for the purposes of this Section 7.2, any related supplemental nonqualified plan maintained for the benefit of any Transferred Employee whose benefits under Harveys' Plans would otherwise have been limited under the Code (a "SERP")) through the Closing shall be payable to such Transferred Employees pursuant to the terms of, and at the time and in the amounts provided under, the Harveys Plans based upon such Transferred Employees' years of service with, and compensation received from, Harveys through the Closing (including periods of employment with any other employer which is taken into account under any of the Harveys Plans). All Transferred Employees who are not fully vested as of the Closing in benefits accrued as of such date under the Harveys Plans (other than a SERP) will become fully vested in such accrued benefits. All Harveys stock options granted to Transferred Employees shall become fully vested upon the Closing.
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Transfer of Plans. But notwithstanding anything in this Agreement to the contrary, nothing in this Agreement releases any person or entity from any liability for fiduciary breach under Title I of ERISA, and PBGC expressly retains any and all claims with respect to any such liability.
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Transfer of Plans. For a period of twenty-four (24) months from the date of this Amendment, Seller/Owner shall have the right, subject to the terms and conditions set forth in this Section, to purchase from Purchaser the construction plans and other materials listed on Exhibit B hereto (collectively, the "Plans"). Such right to purchase the Plans may be exercised prior to the First Amendment Closing Date or any time thereafter for a period not to exceed twenty-four (24) months from the date of this Amendment. In the event Seller/Owner fails to exercise the right to purchase the Plans prior to the First Amendment Closing Date, Purchaser shall be permitted to sell the Plans to a third party for any amount Purchaser is willing to accept. In the event Purchaser agrees to sell the Plans to a third party for a fixed purchase price (the "Third Party Price"), Purchaser shall first give notice to Seller of its intention to sell the Plans (which notice shall include a certification as to the Third Party Price), coupled with an opportunity, not to exceed thirty (30) days from the receipt of Purchaser's notice, for Seller to notify Purchaser that Seller will, in fact, proceed with a purchase of the Plans. If Seller so notifies Purchaser of its intent to purchase the Plans (thereby preventing their sale to a third party), then (a) Seller shall close on such purchase within fifteen (15) days of its notice to Purchaser; and (b) Seller shall pay to Purchaser, in Immediately Available Funds, the lesser of $1,250,000 or the Third Party Price. If Seller elects to not purchase the Plans, the Purchaser may proceed to sell them to the third party for not less than the Third Party Price. In the event Seller notifies Purchaser of its intent to purchase the Plans, but then fails to do so as required herein, the Seller's right to purchase the Plans, under any condition, shall be deemed terminated.
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Transfer of Plans. (i) Buyer and Seller are entering into a Spinoff and Transfer Agreement for Qualified Plan Assets as of the Closing Date pursuant to which Seller will authorize the spinoff of the portion of the Xxxxxx, Inc. 401(k) Tax Deferred Savings Plan (the "Seller’s Plan") and transfer the assets and liabilities of the Seller’s Plan as they relate to the Transferred Employees to the Xxxxxx Biomechanics 401(k) Plan (the "Buyer’s Plan") as soon as administratively possible following the Closing. Seller agrees that all required payments, contributions, distributions and reimbursements that are due with respect to the Seller’s Plan prior to the Closing Date or relate to services performed by a Transferred Employee prior to the Closing Date will be made and that the assets and liabilities of the Seller’s Plan being transferred to the Buyer’s Plan will constitute all assets and liabilities of the Seller’s Plan that relate to the Transferred Employees and the time periods during which the Transferred Employees performed services for Seller.
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Transfer of Plans. The Seller shall transfer the Plans maintained by the Seller for the benefit of its employees to the Buyer and shall all such things as may be necessary to procure such transfer.
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Transfer of Plans 
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Related to Transfer of Plans

  • Transfer of Agreement 9.1 Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

  • Transfer of Rights This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • Transfer of License Notwithstanding the provisions of conditions 17.1 and 17.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Termination of Plans Promptly and in any event within two Business Days after receipt thereof by the Borrower or any member of the Controlled Group from the PBGC, copies of each notice received by the Borrower or any such member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;

  • Form and Transfer of Receipts Definitive Receipts shall be engraved or printed or lithographed on steel-engraved borders, with appropriate insertions, modifications and omissions, as hereinafter provided, if and to the extent required by any securities exchange on which the Receipts are listed. Pending the preparation of definitive Receipts or if definitive Receipts are not required by any securities exchange on which the Receipts are listed, the Depositary, upon the written order of the Company or any holder of Stock, as the case may be, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which are printed, lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine, as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the temporary Receipts at the Depositary’s Office or at such other place or places as the Depositary shall determine, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge to the holder therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Agreement, and with respect to the Stock, as definitive Receipts. Receipts shall be executed by the Depositary by the manual and/or facsimile signature of a duly authorized officer of the Depositary. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless it shall have been executed in accordance with the foregoing sentence. The Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided. Receipts shall be in denominations of any number of whole Depositary Shares. The Company shall deliver to the Depositary from time to time such quantities of Receipts as the Depositary may request to enable the Depositary to perform its obligations under this Deposit Agreement. Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Stock, the Depositary Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject. Title to Depositary Shares evidenced by a Receipt, which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer of a Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

  • Transfer of Notes (a) Each Holder may Transfer up to 49% (in the aggregate) of its beneficial interest in its Note whether or not the related transferee is a Qualified Transferee without a Rating Agency Confirmation. Each Holder shall not Transfer more than 49% (in the aggregate) of its beneficial interest in its Note unless (i) prior to a Securitization of any Note, the other Holder has consented to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (ii) after a Securitization of any Note, a Rating Agency Confirmation has been received with respect to such Transfer, in which case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes under this Agreement, (iii) such Transfer is to a Qualified Transferee, or (iv) such Transfer is in connection with a sale by a Securitization trust. Any such transferee must assume in writing the obligations of the transferring Holder hereunder and agree to be bound by the terms and provisions of this Agreement and the Servicing Agreement. Such proposed transferee (except in the case of Transfers that are made in connection with a Securitization) shall also remake each of the representations and warranties contained herein for the benefit of the other Holder. Notwithstanding the foregoing, without the non-transferring Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Holder’s Note is in a Securitization, without a Rating Agency Confirmation from each Rating Agency that has been engaged by the Depositor to rate the securities issued in connection with such Securitization, no Holder shall Transfer all or any portion of its Note to the Borrower or an Affiliate of the Borrower and any such Transfer shall be absolutely null and void and shall vest no rights in the purported transferee.

  • Transfer of Funds From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

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