Transferred Group definition
Examples of Transferred Group in a sentence
No later than the Effective Time, Schlage Lock Company LLC, a Transferred Group Entity, shall have established defined contribution plans that are intended to meet the requirements of Section 401(a) of the Code and a related trust that is intended to meet the requirements of Section 501(a) of the Code for the benefit of Allegion Group Employees and Former Allegion Group Employees (the “Schlage Lock Company LLC 401(k) Plans”).
Effective as of the Effective Time, either the Transferred Group Entity shall remain the plan sponsor of the Allegion UK Pension Plan or Allegion shall cause another Allegion Entity to assume the Allegion UK Pension Plan.
Effective as of the Effective Time, either the Transferred Group Entity shall remain the plan sponsor of Allegion Severance Arrangements or Allegion shall or shall cause another Allegion Entity to assume the Allegion Severance Arrangements.
Effective as of the Transferred Group Adoption Date, a Transferred Group Entity shall establish severance arrangements, plans, policies or guidelines to be effective as of the Effective Time (“Allegion Severance Arrangements”) under which Allegion Group Employees who, immediately prior to the Effective Time, are participants in any IR severance arrangement, plan, policy or guideline, shall be eligible to participate immediately following the Effective Time.
To Seller Parent’s Knowledge, there are no organizational efforts with respect to the formation of a collective bargaining unit presently being made or threatened involving employees of any member of the Transferred Group, except for those the formation of which would not have or reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.
Employee Pension Plan (the “Canadian DC Pension Plan”), to assign all of its rights, duties, obligations and liabilities under and in relation to the Canadian DC Pension Plan to an IR Entity that is not a Transferred Group Entity (the “Canadian Pension Plan Assignee”) and to amend the Canadian DC Pension Plan as necessary to give effect to this Section 14.3.
Effective as of the Effective Time, either the Transferred Group Entity shall remain the plan sponsor of ▇▇▇▇▇▇▇ Electronics Severance Arrangements or ▇▇▇▇▇▇▇ Electronics shall or shall cause another ▇▇▇▇▇▇▇ Electronics Entity to assume the ▇▇▇▇▇▇▇ Electronics Severance Arrangements.
Effective as of the Closing, no Transferred Group shall have, and Buyer Parent and its Affiliates shall not be required to assume, any indebtedness for borrowed money.
Effective as of the Closing, Seller Parent, for and on behalf of itself and its Affiliates, hereby acquits, releases and discharges each entity in the Transferred Group from any and all Liabilities as of the Closing to Seller or any of its Controlled Affiliates (other than the Transferred Group) that arise out of or are in connection with the Transferred Group.
A Buyer shall make or cause to be made any election under Section 338 of the Code (or any analogous provisions of state, local or non-United States income Tax Law) with respect to a member of the Transferred Group as is reasonably requested by Seller Parent (a “Seller-Requested Section 338 Election”), provided that a Buyer shall not be required to make any such election unless, in Buyer Parent’s reasonable judgment, such election is not contrary to applicable Law.