Assumed Benefit Plans. Buyer and its Affiliates shall assume all assets and Liabilities related to all Assumed Benefit Plans.
Assumed Benefit Plans. Section 8.9 WARN Act Section 10.3 Unions Table of Contents This PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of May 30, 2008 (the “Effective Date”), is entered into by and among ASARCO LLC, a Delaware limited liability company (“ASARCO”); AR Silver Xxxx, Inc., a Delaware corporation (“ARSB”); Copper Basin Railway, Inc., a Delaware corporation (“CBRI”); and ASARCO Santa Xxxx, Inc., a Delaware corporation (“Santa Xxxx”, together with ARSB and CBRI, “Non-Debtor Sellers”; ASARCO and Non-Debtor Sellers collectively referred to herein as “Sellers”, and each individually, a “Seller”); and Sterlite (USA), Inc., a Delaware corporation (“Purchaser”); and Sterlite Industries (India) Ltd, an Indian limited liability company (“Purchaser Parent”).
Assumed Benefit Plans. (a) Purchaser shall assume sponsorship of each of the Seller Employee Benefit Plans listed on Schedule 10.3 (the “Assumed Benefit Plans”); provided, however, that with respect to any Assumed Benefit Plan that provides post-retirement welfare benefits to U.S. employees, the assumed liability shall be limited to all Liabilities relating to post-retirement welfare benefit plan coverage for (i) Union Transferred Employees and their dependents, and (ii) any former member of the collective bargaining units at the Seller’s Muskegon, Michigan, Cxxxxxxx, Ohio or Churubusco, Indiana facilities who retired prior to the Closing Date but who retired with eligibility for such post-retirement welfare benefit plan coverage under (A) the Muskegon collective bargaining agreement assumed by the Purchaser pursuant to Section 10.1(c) on or after the July 16, 2004 effective date of the current Muskegon bargaining agreement; (B) the Cxxxxxxx collective bargaining agreement assumed by the Purchaser pursuant to Section 10.1(c) on or after the November 6, 2001 effective date of the current Cxxxxxxx bargaining agreement; or (C) the Churubusco collective bargaining agreement assumed by the Purchaser pursuant to Section 10.1(c) on or after the May 6, 2002 effective date of the current Churubusco bargaining agreement, and (iii) dependents of such bargaining unit retirees, to the extent provided in the terms of the relevant assumed collective bargaining agreement. With respect to each Assumed Benefit Plan that is a funded retirement plan maintained in the United States and subject to ERISA (each, an “Assumed Pension Benefit Plan”), Purchaser agrees that:
(i) Purchaser shall execute and deliver to Seller on the Closing Date an Assumption Agreement in substantially the form attached to this Agreement as Exhibit Q;
(ii) Purchaser shall establish or designate as soon as practicable following the Closing Date, a trust that is exempt from Tax under Code section 501(a) and satisfies the terms of any applicable collective bargaining agreement to receive the assets of the Assumed Pension Benefit Plan;
(iii) Purchaser shall continue to recognize, for all purposes service with Seller (or its predecessors) prior to the Closing Date to the extent that such service is recognized under the Assumed Pension Benefit Plan as in effect on such date; and
(iv) As soon as practicable following the Closing Date, Purchaser shall provide Seller with a mutually acceptable succession agreement with respect to the ...
Assumed Benefit Plans. The Purchaser and each of its Affiliates will assume the Seller Plans which it is required under the Laws of the applicable jurisdiction to assume (the “Assumed Benefit Plans”) and will:
(i) establish new employee benefit or fringe benefit plans, funds or programs to cover the Transferred Employees (and, to the extent appropriate, their dependents and other beneficiaries); or
(j) cover the Transferred Employees (and, to the extent appropriate, their dependents and other beneficiaries) under its existing employee benefit or fringe benefit plans, funds or programs; or
(k) any combination of clauses (a) and (b) above, as the Purchaser and its Affiliates, may determine, shall be in furtherance of the Purchaser’s and its Affiliates’ obligations under this Section 10.3.
Assumed Benefit Plans. Each Existing Plan to be assumed by Buyer in connection with the acquisition (hereinafter referred to as an "Assumed Benefit Plan") is identified as such on the Disclosure Schedule. With respect to each Assumed Benefit Plan:
(i) The funds available under each Assumed Benefit Plan which is intended to be a funded plan equal or exceed the amounts required to be paid, or which would be required to be paid, if such Assumed Benefit Plan were terminated as of the Closing Date.
(ii) Any Assumed Benefit Plan that is intended to qualify under Section 401(a) of the Code meets in all material respects all requirements for qualification under Section 401(a) of the Code and the regulations thereunder, and Seller has provided Buyer with a copy of the most recent favorable determination letter issued by the Internal Revenue Service concerning the Plan's qualification. Each such Assumed Benefit Plan has been administered in accordance with its terms and the applicable provisions of ERISA and the Code and the regulations thereunder and no matter exists which would adversely affect the qualified tax-exempt status of such Assumed Benefit Plan and any related trust.
(iii) Except as disclosed on the Disclosure Schedule, with respect to each Assumed Benefit Plan, all reports and information relating to each such Assumed Benefit Plan required to be filed with any governmental entity have been accurately and timely filed; all reports and information relating to each such Assumed Benefit Plan required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; each trust related to any Assumed Benefit Plan which is a voluntary employee beneficiary association pursuant to Section 501(c)(9) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to its tax-exempt status, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; there exist no restrictions on Buyer's right to terminate or decrease prospectively the level of benefits under any Assumed Benefit Plan after the Closing Date without liability to any employee or former employee of either Seller; to the Knowledge of Sellers, no event has occurred or circumstance exists that could result in a material increase in premium costs of any Assumed Benefit Plan that is insured or a material increase in benefit costs of any Assumed Benefit Plan that is self-insured; to...
Assumed Benefit Plans. All Assumed Benefit Plans.
Assumed Benefit Plans. Sellers shall make available to Buyer Schedule 6.7(c)(i), setting forth a list of all Benefit Plans that is complete and accurate as of the date it is made available, (i) within thirty (30) days following the date of this Agreement, and (ii) on the date that is ten (10) days prior to the anticipated Closing. Approximately ten (10) days prior to the anticipated Closing, Buyer shall make available to Sellers Schedule 6.7(c)(ii), setting forth a list of the Benefit Plans or portions thereof that Buyer intends to assume upon the Closing. For purposes of this Agreement, the term “Assumed Benefit Plans” means the Benefit Plans or portions thereof listed on Schedule 6.7(c)(ii), together with any other Benefit Plans or portions thereof that Buyer is required to assume by applicable Law.
Assumed Benefit Plans. (a) As of the Closing Date, Purchaser or its Affiliates shall assume the obligations under the Company Benefit Plans maintained by Purchased Entities or any of their Subsidiaries and which are set forth in the letter agreement provided to Purchaser on the date hereof (the "Assumed Benefit Plans"). In addition, as Purchaser or its Affiliates, as the case may be, deems necessary or advisable in furtherance of its obligations under this Agreement, they shall (i) establish new employee benefit plans, (ii) cover the Transferred Employees under their existing employee benefit plans and/or Assumed Benefit Plans or (iii) any combination of the above. Seller and its Affiliates agree to cooperate in good faith and do all things reasonably necessary to assist Purchaser and its Affiliates in this regard.
(b) U.K. Pension Scheme. The Purchaser shall ensure that the U.K. Subsidiary uses its reasonable best endeavors to procure that the pension plan maintained for its employees accepts transfer payments from the Transamerica U.K. Subsidiaries Pension & Life Assurance Scheme in accordance with the provisions of that plan in respect of each Transferred Employee who exercises his statutory right to a transfer payment from the Transamerica U.K. Subsidiaries Pension & Life Assurance Scheme.
Assumed Benefit Plans. Where permitted under local Law, Seller or its Affiliates shall cause to be transferred to Purchaser or its Affiliate, or the relevant employee benefit plan of Purchaser or its Affiliate, such cash, insurance contracts and other assets held or maintained by the Seller or its Affiliate with respect to each Assumed Benefit Plan (other than those described in Sections 7.05(b)) as of the date of transfer in such amount as the Seller and the Purchaser shall mutually agree. Such transfer shall be made as soon as practical following the Closing Date.
