Subsidiary Plans definition
Examples of Subsidiary Plans in a sentence
Except as otherwise provided in this Section 6.6, from and after the Closing, the Transferred Employees shall cease to be active participants in the Seller Group Plans and Foreign Seller Group Plans that are not Conveyed Subsidiary Plans.
For clarity, Seller Parent and its Affiliates shall retain all assets and Liabilities, including those related to Business Employees and Former Business Employees (and their service prior to Closing), in respect of Seller Group Plans and Foreign Seller Group Plans that are defined benefit pension plans or pension-like termination benefit plans or arrangements but not Conveyed Subsidiary Plans, or with respect to Transferred Employees (non-U.S.), Seller Pension Plans.
All required payments, premiums, and contributions with respect to the Transferred Employing Subsidiary Plans have been timely made within the time periods prescribed under applicable Law or, if not due, properly accrued except as would not reasonably be expected to result in material Liability to the Business, the Business Assets or the Assumed Liabilities, taken as a whole.
Seller Parent and its Affiliates shall retain all assets and Liabilities in respect of the Seller Group Plans and Foreign Seller Group Plans set forth on Section 6.6(k) of the Seller Disclosure Letter, which are nonqualified or non-approved retirement plans that are not Conveyed Subsidiary Plans.
Effective as of the Closing Date, the Seller shall amend all Subsidiary Plans except stock options plans of the Seller to terminate the participation of the Subsidiaries therein, and shall further amend the Seller's defined contribution Subsidiary Plans except stock option plans of the Seller to provide for full vesting of the accounts of all current and former employees of the Subsidiaries participating therein.
From and after the Closing, Seller shall remain solely responsible for all liabilities and obligations under (i) the Seller Benefit Plans (other than those Seller Benefit Plans that are Subsidiary Plans) and (ii) the agreements listed on Schedule 4.12 under the heading "Agreements Regarding Section 4999 Payments" and shall honor the obligations thereunder in respect of the employees and former employees of the Subsidiary or any of its subsidiaries.
Except as set forth on Schedule 3.21, or for (a) the PSI Subsidiary Plans, (b) Contracts relating to labor and employment matters set forth on Schedule 3.17(a) and Schedule 3.19(a), and (c) Contracts between or among the PSI Subsidiaries, no PSI Subsidiary is party to, nor is the PSI Business bound by, any material Contract with any (i) current or former officer or director of any PSI Subsidiary or (ii) Affiliate of any PSI Subsidiary.
In addition, CSS has determined to amend and restate the surviving Prior CSS Plan, as merged with the Prior Subsidiary Plans, to incorporate the requirements of section 409A of the Code and its corresponding regulations with respect to that portion of each Participant’s Account that is subject to the requirements of section 409A of the Code, as well as to make certain design changes that will be reflected in the surviving CSS Plan.
As of the Execution Date, Seller has made available (through the Data Room or otherwise) to Buyer correct and complete copies of each of the following with respect to the Transferred Subsidiary Plans, to the extent applicable: the plan document (including all summary plan documents), the trust agreement, if any, and the most recent actuarial report or valuation that is required to be prepared under applicable Law.
Each Employee Plan that is also a French Subsidiary Plan is set forth on the Schedule of French Subsidiary Plans.