Closing Annuity Exhibits is defined in Section 2.06(a)(iii).
Qualified Joint and Survivor Annuity means an immediate annuity for the life of the Participant with a survivor annuity for the life of the Spouse which is fifty percent (50%) of the amount of the annuity which is payable during the joint lives of the Participant and the Spouse and which is the amount of benefit which can be purchased with the Participant's Vested Account Balance.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Buyer 401(k) Plan has the meaning set forth in Section 6.01(h).
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Joint and Survivor Annuity means an immediate annuity for the life of a Participant with a survivor annuity for the life of the Participant's Spouse which is not less than fifty percent (50%), nor more than one hundred percent (100%) of the amount of the annuity payable during the joint lives of the Participant and the Participant's Spouse which can be purchased with the Participant's Vested interest in the Plan reduced by any outstanding loan balances pursuant to Section 7.4.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Qualified Preretirement Survivor Annuity means an annuity which is payable for the life of the Participant's surviving spouse.
Seller 401(k) Plan has the meaning set forth in Section 6(e) below.
Single Life Annuity means a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Payment Date and terminating in the month in which the Participant dies, with no further payments thereafter.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Schedule of Benefits means the section of this policy which shows, among other things, the Eligibility Requirements, Eligibility Waiting Period, Elimination Period, Amount of Insurance, Minimum Benefit, and Maximum Benefit Period.
Defined Contribution Dollar Limitation means, for any Limitation Year, $46,000, as adjusted for increases in the cost-of-living under Code section 415(d). If a short Limitation Year is created because of a Plan amendment changing the Limitation Year to a different 12-consecutive month period, the Defined Contribution Dollar Limitation for the short Limitation Year will not exceed the amount determined in the preceding sentence multiplied by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;
Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the Closing Date, among the Servicer, the Transferor and the Borrower, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.