Calculation of Transferred Amount of Asset Transfer Sample Clauses

Calculation of Transferred Amount of Asset Transfer. The assets to be transferred from Seller’s Trustee to Purchaser’s Trustee shall be cash only and, subject to Section 9.3(b), shall equal the present value as of the Closing Date of the accumulated benefit obligation as of the Closing Date of the Employees participating in Seller’s Salaried Pension Benefit Plan and Seller’s Hourly Master Pension Benefit Plan. The calculation of the present value of the accumulated benefit obligation will be calculated using the schedule of participants in such plans set forth on Schedule 9.3(a)(v) (as updated by Seller through the Closing Date) and by applying (A) a discount rate determined by (x) taking the discount rate of 6.25% utilized in U.S. Seller’s January 3, 2009 audited disclosure prepared for purpose of Statement of Financial Accounting Standards Number 87 published by the Financial Accounting Standards Board (“Seller’s FAS 87 Audit Disclosure”), (y) adjusting such rate up or down to reflect the difference in the Citigroup Pension Liability Index from December 31, 2008 to the end of the month coincident with or immediately preceding the Closing Date and (z) rounding such rate up, if necessary, to the next basis point evenly divisible by five and (B) other actuarial assumptions, methods and methodologies utilized in such Seller’s FAS 87 Audit Disclosure and as set forth in Schedule 9.3(a)(iv).
Sample 1
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Related to Calculation of Transferred Amount of Asset Transfer

  • No transfer without Transfer Certificate No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.

  • Payment of Transfer Taxes Buyer will be responsible for any sales tax and/or transfer tax due as a result of the transfer of assets pursuant to this Agreement.

  • Payment of Transaction Expenses The Parties acknowledge the payment by the Partnership, in connection with the transactions contemplated hereby and by the Registration Statement, of estimated transaction expenses in the amount of approximately $2.3 million (exclusive of the Underwriters’ Spread and the Structuring Fee).

  • Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including these notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.

  • No Certificate; Registration; Registration of Transfer; Change of Address (a) The CVRs shall not be evidenced by a certificate or other instrument.

  • Effective Date of Transfer Certificate A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 26.3 on or before that date.

  • Copy of Transfer Certificate to Borrower The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Expenses of Transaction Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions.

  • Effect of Transfer Certificate A Transfer Certificate takes effect in accordance with English law as follows:

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