Assumed Pension Liabilities Sample Clauses

Assumed Pension Liabilities. From and after the Closing, the Assumed Pension Liabilities shall become or remain, as applicable, the responsibility of the applicable Transferred FH Company or Closing Subsidiary. Seller shall ensure that all Assumed Pension Assets related to the Assumed Pension Liabilities shall be transferred to or held by the applicable Transferred FH Company or Closing Subsidiary. All other Liabilities relating in any manner to any Seller Pension Plan shall be retained or assumed by Seller or its applicable post-Closing Affiliate.
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Assumed Pension Liabilities. The obligations and liabilities under the Defined Benefit Plan and the 401(k) Plan which are listed in SCHEDULES 9.15(a) and 9.15(b) are collectively referred to as the "Assumed Pension Liabilities". The Seller or its plans (pension, health and welfare, etc.) shall remain responsible for all liabilities other than those expressly listed in SCHEDULE 9.15(a) or 9.15(b) and those expressly assumed by the Purchaser pursuant to Section 3.1(i). Neither the Purchaser nor any of its plans shall be responsible for any liabilities other than those expressly listed in SCHEDULE 9.15(a) or 9.15(b) or expressely assumed by the Purchaser pursuant to Section 3.1(i).
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Assumed Pension Liabilities. 1. Section 3.1(g) of the Agreement is amended and restated in its entirety as follows:
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Assumed Pension Liabilities. 1. The definition of "New 401(k) Plan" is hereby deleted from Article I of the Agreement.
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Assumed Pension Liabilities. From and after the Closing, the Assumed Pension Liabilities shall become or remain, as applicable, the responsibility of the applicable Transferred FH Company or Closing Subsidiary. Seller shall ensure that all Assumed Pension Assets related to the Assumed Pension Liabilities shall be transferred to or held by the applicable Transferred FH Company or Closing Subsidiary. All other Liabilities relating in any manner to any Seller Pension Plan shall be retained or assumed by Seller or its applicable post-Closing Affiliate. (b) Upon completion of the transfer of assets and liabilities as described in this Section 6.3, Buyer or such applicable Affiliate and the applicable Buyer pension plan shall be fully responsible for all benefits relating to past service of such Transferred Pension Participants and none of Seller nor any of its Affiliates shall have any liabilities whatsoever with respect to such benefits. Effective as of the Closing Date, the Transferred Pension Participants shall cease to accrue any additional benefits under any Seller Pension Plans. Effective as of the Closing Date, Buyer shall use reasonable best efforts to ensure that Seller and its Affiliates are released from any existing surety (if applicable) for Assumed Pension Liabilities. (c) Specific procedures for the determination and transfer of Assumed Pension Assets and Assumed Pension Liabilities for the Seller U.S. DB Plan are listed in Section 6.3(c) of the Seller’s Disclosure Letter. Section 6.4 Treatment of 401(k)
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Related to Assumed Pension Liabilities

  • Unfunded Pension Liability the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • ERISA Liabilities; Employee Plans The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv) notify Lender immediately upon receipt by the Credit Parties of any notice concerning the imposition of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.

  • Employee Liabilities All Liabilities with respect to employees which -------------------- relate primarily to the Company Business.

  • Unfunded Liabilities (i) The aggregate Unfunded Liabilities of all Plans would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole; (ii) the present value of the unfunded liabilities to provide the accrued benefits under all Foreign Pension Plans in the aggregate would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole; or (iii) any Reportable Event shall occur in connection with any Plan and such Reportable Event would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole.

  • ERISA Plans and Liabilities All currently existing ERISA Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as defined in Section 412(a) of the Code exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii) the current value of each ERISA Plan's benefits does not exceed the current value of such ERISA Plan's assets available for the payment of such benefits by more than $500,000.

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

  • Termination Liability If any Pricing Agreement shall be terminated pursuant to Section 7 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Section 4(a)(viii) and Section 6 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Section 4(a)(viii) and Section 6 hereof.

  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Seller the Assumed Liabilities.

  • Pension Plans Any of the following events shall occur with respect to any Pension Plan:

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