Terminated Plans. The Waste Management, Inc. Pension Plan and The Waste Management of Alameda County, Inc. Retirement Plan. Total Commitment. Initially $2,000,000,000, as such amount may be increased or reduced in accordance with the terms hereof, or, if such Total Commitment has been terminated pursuant to §2.3.1 or §12.2 hereof, zero.
Terminated Plans. The Waste Management, Inc. Pension Plan and The Waste Management of Alameda County, Inc. Retirement Plan. Total Commitment. Up to $1,750,000,000, as such amount may be reduced pursuant to Section 2.3 hereof, or, if such Total Commitment has been terminated pursuant to Section 2.3 or Section 12.2 hereof, zero. Total Debt. The sum, without duplication, of all (1) Indebtedness of the Borrower and its Subsidiaries on a consolidated basis under subsections (a) through (h) of the definition of "Indebtedness" (provided, however, that Indebtedness (A) under subsection (f) of the definition of "Indebtedness" shall be included in such calculation only to the extent that a surety has been called upon to make payment on a bond, and (B) with respect to Permitted Receivables Transactions shall not be included in such calculation), plus (2) Swap Obligations, plus (3) non-contingent reimbursement obligations of the Borrower and its Subsidiaries with respect to drawings under any letters of credit.
Terminated Plans. Any such Terminated Benefit Plan intended to have been qualified under Section 401 of the Code received a favorable determination letter from the IRS with respect to its termination.
Terminated Plans. 42 3.28 Overtime, Back Wages, Vacation and Minimum Wages................ 43 3.29 Discrimination, Workers Compensation and Occupational Safety and Health ..................................................... 43
Terminated Plans. Neither the Company nor any current or former ERISA Affiliate of the Company has terminated or taken action to terminate (in part or in whole) any Benefit Plans.
Terminated Plans. Set forth on Schedule 3.27 hereto are all employee benefit plans related to the Business which any Seller Group Person has terminated or taken action to terminate since January 1, 1992. Such terminations have been carried out in all material respects in accordance with all provisions of Law, including without limitation all applicable provisions of the Code and ERISA and all required disclosure to the PBGC. Except as described on Schedule 3.27 hereto, no Seller Group Person has any liability to any Person or entity, including without limitation the PBGC, any other Government agency or any participant in or beneficiary of any such plan, nor is any Seller Group Person liable for any excise, income or other tax or penalty as a result of such termination. Seller has obtained a favorable determination letter from the IRS with respect to the termination of each of such plans in the United States (complete and correct copies of which have been delivered to Buyer). The notices of sufficiency and favorable determination letters were received after full and accurate disclosure of all material facts to the IRS.
Terminated Plans. The Disclosure Schedule describes any Employee Benefit Plan subject to ERISA that has been terminated and the status of such Employee Benefit Plan, the distribution or retention of monies with respect to such Employee Benefit Plan, and any further obligations of such Employee Benefit Plan or NuTool in connection therewith. Any past Employee Benefit Plan subject to ERISA that has been terminated was done so in material compliance with all applicable Laws.
Terminated Plans. Schedule 4.10.2 hereto describes all Employee Benefit Plans in effect at any time during the three (3) years preceding the Closing Date with respect to which Pacific or any member of the Controlled Group has terminated or has taken action during such period which has or will result in termination. Neither Pacific nor any member of the Controlled Group has any Liability to any Person, including, without limitation, the PBGC, any other Governmental Authority or any participant in or beneficiary of any such Employee Benefit Plan, nor is Pacific or any member of the Controlled Group liable or potentially liable for any excise, income or other Tax or penalty, as a result of any Employee Benefit Plan termination. All terminations have been made in accordance with the Code and ERISA, all required filings and participant communications have been made and, where appropriate, Pacific and each member of the Controlled Group has obtained a favorable determination letter from the Internal Revenue Service with respect to the termination of each Employee Benefit Plan which is a qualified retirement plan and has obtained a notice of sufficiency from the PBGC (with respect to each of such Employee Benefit Plans, if any, which is a defined benefit plan) (complete and correct copies of which have heretofore been delivered to Buyer) and have not received a notice of insufficiency from the PBGC with respect to any Employee Benefit Plan. The notices of sufficiency and favorable determination letters were received after full and accurate disclosure of all relevant facts to the appropriate Governmental Authorities. All steps with regard to the termination of each terminated Employee Benefit Plan shall have been completed on or prior to the Closing Date, including, without limitation, the distribution of accrued benefits to participants and the purchase and distribution of annuity contracts to participants, and the making of all required post-termination filings.
Terminated Plans. Seller has never terminated an employee pension plan as defined in Section 3(2) of ERISA.
Terminated Plans. Neither any Target Company nor any current or former ERISA Affiliate of such Target Company has terminated or taken action to terminate (in part or in whole) any employee benefit plans as defined in ERISA Section 3(3). Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities to the Buyer or the Target Companies other than ordinary administrative expenses typically incurred in a termination event. The Target Companies have no commitments or obligations and have not made any representations to any employee, officer, director, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan, in connection with the consummation of the transactions contemplated by this Agreement or otherwise.
