Pension Transfer Sample Clauses

A Pension Transfer clause outlines the terms and conditions under which an employee's pension benefits can be moved from one pension scheme to another. Typically, this clause specifies the process for transferring accrued pension rights, any necessary consents, and the responsibilities of both the employer and the employee during the transfer. Its core function is to ensure that employees retain their pension entitlements when changing jobs or pension providers, thereby providing continuity and security for retirement planning.
Pension Transfer. (1) Prior to Closing, Sellers shall take any actions necessary (including, if necessary, timely filing Form 5310-A) to adopt, establish and maintain a defined benefit pension plan within the meaning of Section 3(2)(A) of ERISA and subject to the minimum funding standards under Section 302 of ERISA and Section 412 of the Code (the “DPI Pension Plan”) and a related trust qualified under Section 501(a) of the Code (the “DPI Pension Trust”), which pension plan and trust shall be sponsored and maintained by DPI for the benefit of certain union Business Employees as set forth on Schedule 4.6(c)(1) (the “Eligible Union Company Employees”) and their beneficiaries who are benefiting as of the Closing Date under the Retirement Plan for Employees of B▇▇▇▇▇▇ & W▇▇▇▇▇ Commercial Operations (the “BWC Pension Plan”). Sellers shall provide Purchasers with drafts of the DPI Pension Plan and DPI Pension Trust for Purchasers’ review and comment at least ten (10) Business Days prior to adopting such plan and trust. Purchasers shall pay, or reimburse Sellers or their Affiliates to the extent any of them have paid, for all costs and expenses of the adoption and establishment of the DPI Pension Plan and the DPI Pension Trust, up to a maximum amount of eighty thousand dollars ($80,000) (the “Pension Formation Costs”). The DPI Pension Plan shall be formed and constituted by means of a spinoff from the BWC Pension Plan (the “Spinoff”) and shall include, without limitation, provisions for eligibility, benefit accrual and other rights and features identical to the BWC Pension Plan with respect to participants who are Eligible Union Company Employees and their beneficiaries. In the Spinoff, the eligibility, vesting and benefit accrual service and the benefits and benefit accruals of Eligible Union Company Employees and their beneficiaries shall be transferred from the BWC Pension Plan to the DPI Pension Plan, and the liabilities with respect to Eligible Union Company Employees and their beneficiaries under the BWC Pension Plan and its related trust (the “BWC Pension Trust”) shall be transferred from the BWC Pension Trust to the DPI Pension Trust, and there shall also be transferred from the BWC Pension Trust to the DPI Pension Trust an amount of assets as specified in Section 4.6(c)(2) below. At least fifteen (15) days prior to such transfer, Sellers shall provide Purchasers with information and calculations regarding the assets and liabilities to be transferred to the BWC Pension Tru...
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Pension Transfer. The Pension Plan is a locked-in retirement plan. Upon termination of employment, the termination benefits may be transferred to another locked-in retirement plan.
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Pension Transfer. (a) Effective as of the Closing, Purchaser or one of its Subsidiaries (or, if directed by Purchaser, an Operator) shall have in effect a defined benefit pension plan intended to be qualified under Section 401(a) of the Code (the “Purchaser Pension Plan”) and related trust intended to be exempt from federal income tax under Section 501(a) of the Code and covering those Pension Participants who participated in the Seller Pension Plan. Effective as of the Closing, each Pension Participant shall cease to be a participant in the Seller Pension Plan and shall be eligible to participate in the Purchaser Pension Plan. Purchaser shall cause the Purchaser Pension Plan and upon the transfer of such assets, Purchaser (or, if applicable, an Operator) and the Purchaser Pension Plan shall assume all Liabilities under the Seller Pension Plan with respect to Pension Participants whose benefits are transferred to the Purchaser Pension Plan. The Purchaser Pension Plan shall contain terms substantially similar to the terms of the Seller Pension Plan with respect to the final average pay component, consistent with the requirements under the applicable Collective Bargaining Agreements and shall provide that the service of the Pension Participants shall be recognized for all purposes to the extent such service was recognized under the Seller Pension Plan. (b) As soon as practicable, but in no event more than thirty-five (35) days after the Closing (the “Pension Transfer Deadline”), Seller shall cause the calculation and transfer to the trust funding the Purchaser Pension Plan from the trust funding the Seller Pension Plan of assets equal to the present value of the “accumulated benefit obligations” in respect of the Pension Participants (and each alternative payee of such person) as of the Closing, as determined by Aon Consulting, Inc. (the “Seller Actuary”) using the actuarial assumptions and methodology consistent with those used by Seller in its measurement of the accumulated benefit obligation of the Seller Pension Plan under Accounting Standards Codification Section 715 subject to any changes made to such actuarial assumptions (including the discount rate) and methodology in the ordinary course of business consistent with past practice of the Seller, and subject to any requirements under the Code and ERISA (the “ABO Amount”); plus (ii) for the period between the Closing and the date such assets are transferred (the “Pension Transfer Date”), an interest increment on the unpa...
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Pension Transfer is amended by:
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Pension Transfer. (a) Prior to the Closing Date, Seller shall establish (or cause an Affiliate to establish) a tax-qualified defined benefit pension plan and a related trust (collectively, “Seller Pension Plan”) to accept a transfer of assets and liabilities from the ArcelorMittal USA LLC Pension Plan (or any successor plan) (“AM Pension Plan”). Effective as of the Closing Date, in accordance with the provisions of this Section 6.20, all liabilities for benefits (including ancillary benefits) accrued under the AM Pension Plan for the Adjusted Retained Employees (as defined below) will transfer to and be assumed by the Seller Pension Plan. Without limiting the generality of the foregoing, following the Closing Date, the Seller Pension Plan shall provide to the Adjusted Retained Employees all benefits (including ancillary benefits) earned by such individuals under the AM Pension Plan, up to the Closing Date. For purposes of this Section 6.20, “Adjusted Retained Employees” shall mean each Retained Employee whose employment with Seller or its Affiliates has remained intact to the Closing Date.
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Pension Transfer. 35 ---------------- Pension Transfer Date......................... 35
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Pension Transfer. Notwithstanding the agreement of the parties to replace the former OMERS Pension Plan with the current HOOPP Plan, the parties recognize that there are ongoing issues in respect of the transfer. Although the Collective Agreement states that HOOPP is the current plan, this agreement does not prejudice or limit the right of either party to pursue such issues related to the transfer including, but not limited to, a return to OMERS. Dated at Ontario, this day of , 2005. FOR THE EMPLOYER FOR THE UNION
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Pension Transfer. Effective as of the Closing Date, ▇▇▇▇▇ shall assign to L-P Engineered Wood and L-P Engineered Wood shall assume all of ▇▇▇▇▇' rights, duties and obligations under and in respect of the Pension Plan, other than any obligations in respect of Supplemental Pension or the Supplemental Pension Benefits, and the assets thereof. Without limitation, L-P Engineered Wood shall assume all responsibility for all pension benefits accrued under the Pension Plan prior thereto for all participants in the Pension Plan, other than any obligations in respect of Supplemental Pension Benefits. Prior to the Closing Date L-P Engineered Wood and ▇▇▇▇▇ shall co-operate to make all amendments to the Pension Plan (and related documentation) and all applications for registration or regulatory approval as are required to implement the terms of this Section.
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Related to Pension Transfer

  • Limited Condition Transactions (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with. (b) For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket, including due to fluctuations in Consolidated Total Assets or Consolidated EBITDA on a consolidated basis or the Person subject to such Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided that if such ratios or baskets improve as a result of such fluctuations, such improved ratios and/or baskets may be utilized. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires (or, if applicable, the irrevocable notice, declaration of dividend or similar event is terminated or expires or, as applicable, the offer in respect of a Public Offer for, such acquisition is terminated) without consummation of such Limited Condition Acquisition, any such ratio or basket shall be tested by calculating the availability under such ratio or basket on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith have been consummated (including any incurrence of Indebtedness and any associated Lien and the use of proceeds thereof; provided that Consolidated Interest Expense for purposes of the Interest Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith). (c) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into. For the avoidance of doubt, if the Borrower has exercised its option under this Section 1.10, and any Default, Event of Default or Specified Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.