Benefit Liabilities. Neither Tenant nor any ERISA ------------------- Affiliate maintains, contributes to, or is obligated to contribute to, nor has Tenant or any ERISA Affiliate maintained, contributed to, been obligated to contribute to, or had any direct, indirect, or contingent liability with respect to, any Title IV Plan (as hereafter defined). Each Tenant Benefit Plan has been maintained in compliance with its terms and with applicable laws (including specifically the Code and the Employee Retirement Income Security Act of 1974 ("ERISA"). "Tenant Benefit Plan" means any plan, fund, or other similar program described in Section 3(2) of ERISA and established or maintained or with respect to which Tenant and/or any ERISA Affiliate has an obligation to contribute for the benefit of its employees (or for which Tenant could be directly or contingently liable). "Title IV Plan" means an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA and is or has been established or maintained, by Tenant or any ERISA Affiliate, or to which contributions are, have been, or should have been made. "ERISA Affiliate" means any trade or business, whether or not incorporated, that, together with Tenant, is or has been under common control, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA.
Benefit Liabilities. Neither Tenant nor any ERISA Affiliate ------------------- (as hereafter defined) maintains, contributes to, or is obligated to contribute to, nor has Tenant or any ERISA Affiliate maintained, contributed to, been obligated to contribute to, or had any direct, indirect, or contingent liability with respect to, any Title IV Plan (as hereafter defined). Tenant and each ERISA Affiliate have timely made all contributions required to be made with respect to each of their Tenant Benefit Plans (as hereafter defined). Each Tenant Benefit Plan has been maintained in compliance with its terms and with applicable laws (including specifically the Code and the Employee Retirement Income Security Act of 1974 ("ERISA"). Neither Tenant nor any ERISA Affiliate has incurred any obligation in connection with the termination or withdrawal from any Tenant Benefit Plan. Contributions made by Tenant or its ERISA Affiliates, as the case may be, to any Tenant Benefit Plan have been accounted for, and the liabilities associated therewith are disclosed, in Tenant's or its ERISA Affiliates', as the case may be, financial statements for the fiscal year ending before the date as of which this representation is given. The present value of the accrued benefit liabilities (whether or not vested) under each Tenant Benefit Plan, determined as of the end of Tenant's or its ERISA Affiliates', as the case may be, most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Tenant Benefit Plan allocable to such benefit liabilities. "Tenant Benefit Plan" means any plan, fund, or other similar program described in Section 3(2) of ERISA and established or maintained or with respect to which Tenant and/or any ERISA Affiliate has an obligation to contribute for the benefit of its employees (or for which Tenant could be directly or contingently liable). "Title IV Plan" means an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to Title IV of ERISA and is or has been established or maintained, by Tenant or any ERISA Affiliate, or to which contributions are, have been, or should have been made. "ERISA Affiliate" means any trade or business, whether or not incorporated, that, together with Tenant, is or has been under common control, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA.
Benefit Liabilities. 2 1.7 Close of the Distribution Date.............................................................................2 1.8 COBRA .....................................................................................................2 1.9 Code ......................................................................................................2 1.10 Crane Entity..............................................................................................2 1.11 Crane Hourly Pension Plan.................................................................................2 1.12 Crane Restricted Stock Plan...............................................................................2 1.13 Crane Salaried Pension Plan...............................................................................2 1.14 Crane Savings Plan........................................................................................2 1.15 Crane Stock Option Plan...................................................................................2 1.16
Benefit Liabilities. 19 --H-- Benefit Plans,.............. 17
Benefit Liabilities. 2 1.10 Change..................................................................................................2 1.11 Close of the Distribution Date..........................................................................2 1.12 COBRA...................................................................................................2 1.13 Code....................................................................................................2 1.14 Corporate-Owned Life Insurance Policies.................................................................2 1.15 DOL.....................................................................................................2 1.16 ERISA...................................................................................................3 1.17
Benefit Liabilities. (i) Unless otherwise specifically set forth in this Agreement to the contrary, Seller shall retain and be fully responsible for all liabilities, obligations and commitments relating to all wages, salaries and other forms of compensation and related expenses incurred or accrued on or prior to the Closing Date and all benefits incurred or accrued under Seller Benefit Plans maintained or contributed to by Seller or any affiliate on or prior to the Closing Date, except for unpaid bonuses, commissions and vacation pay for Continuing Employees to the extent accrued as a compensation expense and reflected in the Closing Working Capital Statement.
(ii) Effective as of the Closing Date, the Continuing Employees shall cease to participate in any Benefit Plan, except as provided in Section 8.6(d) below. Seller shall retain responsibility under all Benefit Plans for all costs of coverage and all amounts payable by reason of claims incurred by Continuing Employees on or prior to the Closing Date, including claims that are not submitted until after the Closing Date except for any unpaid vacation pay for Continuing Employees. A claim shall be deemed to have been incurred on the date of occurrence of (A) death or dismemberment in the case of claims under life insurance and accidental death and dismemberment benefits, (B) the date the employee became entitled to receive disability in the case of claims under disability benefits, or (C) the date on which the charges or expense giving rise to such claim is incurred in the case of all other claims. Seller shall be responsible for worker compensation claims of Continuing Employees based on injuries occurring prior to the Closing Date.
(iii) For purposes of any vesting periods in the Purchaser’s 401(k) plan for which a Continuing Employee may be eligible after the Closing, Purchaser shall grant credit for service with Seller and its respective affiliates by any such Continuing Employee based upon the dates of employment and reemployment contained in records to be provided to Purchaser by Seller within 90 days of Closing.
(iv) Effective as of the Closing Date, the Continuing Employees will cease to participate in the SCP Pool Corporation 401(k) Plan ("SCP Plan"). The Continuing Employees will vest in both the SCP Plan and the Fort Wayne Pools, Inc. Employee Savings Plan ("Fort Wayne Plan"). In a trustee to trustee transfer, the account balances of Continuing Employees from the Fort Wayne Plan and the SCP Plan, including any outs...
Benefit Liabilities. Neither Tenant nor any ERISA ------------------- Affiliate (as
Benefit Liabilities. Unless otherwise specifically set forth herein to the contrary, Seller shall retain and be fully responsible for (i) all liabilities, obligations and commitments relating to all wages, salaries, bonuses and other forms of compensation and related expenses and (ii) all employee benefits incurred or accrued under any and all plans, programs or arrangements maintained or contributed to by Seller or any Affiliate.
Benefit Liabilities. (i) Unless otherwise specifically set forth in this Agreement to the contrary, Pool Tech shall retain and be fully responsible for all liabilities, obligations and commitments relating to all wages, salaries and other forms of compensation and related expenses incurred or accrued on or prior to the Closing Date and all benefits incurred or accrued under Pool Tech Benefit Plans maintained or contributed to by Pool Tech or any affiliate on or prior to the Closing Date, except for unpaid bonuses, commissions and vacation pay for Pool Tech Continuing Employees to the extent accrued as a compensation expense and reflected in the Closing Pool Tech Working Capital Statement.
(ii) Effective as of the Closing Date, the Pool Tech Continuing Employees shall cease to participate in any Pool Tech Benefit Plan. Pool Tech shall retain responsibility under all Benefit Plans for all costs of coverage and all amounts payable by reason of claims incurred by Pool Tech Continuing Employees on phx-srv01\1470349v04 or prior to the Closing Date, including claims that are not submitted until after the Closing Date except for any unpaid vacation pay for Pool Tech Continuing Employees. A claim shall be deemed to have been incurred on the date of occurrence of (A) death or dismemberment in the case of claims under life insurance and accidental death and dismemberment benefits, (B) the date the employee became entitled to receive disability in the case of claims under disability benefits, or (C) the date on which the charges or expense giving rise to such claim is incurred in the case of all other claims. Pool Tech shall be responsible for worker compensation claims of Pool Tech Continuing Employees based on injuries occurring prior to the Closing Date.
Benefit Liabilities. (i) Unless otherwise specifically set forth in this Agreement to the contrary, Seller shall retain and be fully responsible for all liabilities, obligations and commitments relating to all wages, salaries and other forms of compensation and related expenses (other than bonuses) incurred or accrued on or prior to the Closing Date and all employee pension (retirement) benefits incurred or accrued under any and all plans, programs or arrangements maintained or contributed to by Seller or any affiliate on or prior to the Closing Date except for unpaid vacation pay for Continuing Employees. Unpaid vacation pay and Anticipated Bonuses (as defined below) for Continuing Employees will be accrued as a compensation expense on the Closing Balance Sheet. “Anticipated Bonuses” means the prorata portion of bonuses expected by Continuing Employees pursuant to SPPI Bonus Programs. Seller shall be responsible for worker compensation claims based on injuries occurring prior to the Closing Date and Purchaser shall be responsible for those based on injuries occurring on and after the Closing Date.
