Dedicated Retirement Plans Sample Clauses

Dedicated Retirement Plans. To the extent permitted by applicable Law, effective as of the Closing Date (or Delayed Transfer Closing with respect to a Delayed Transfer Country), an Affiliate of Purchaser shall assume or retain sponsorship of, and shall retain or assume all assets (if any) and Liabilities relating to, the Dedicated Retirement Plans. From and after the date hereof, except as required by Law or collective bargaining (or similar) agreement or as may become necessary in connection with the labor consultation process related to the transactions contemplated hereby, Seller shall not (and shall cause its Affiliates and the Dedicated Retirement Plans (or the administrators thereof) not to) make any contribution of assets or purchase of additional funding through insurance or otherwise or commit to make any contribution of assets or purchase of additional funding through insurance or otherwise to or in respect of any Dedicated Retirement Plans, and, in such event that such actions are so required, Seller shall, and shall cause its Affiliates and the Dedicated Retirement Plans (or the administrators thereof) to use their reasonable best efforts to cause the pension assets of such Dedicated Retirement Plans as of the Closing Date (or Delayed Transfer Closing with respect to a Delayed Transfer Country) not to exceed the Pension Liabilities in respect of each such Dedicated Retirement Plan as of the Closing Date. For the avoidance of doubt, (i) except as set forth in the last sentence of this Section 5.5(n), Seller shall be responsible for any Taxes required to be paid in connection with any such contribution of assets or purchase of additional funding through insurance or otherwise, or commitment to do the foregoing and (ii) nothing in this Section 5.5(n) shall result in Purchaser or its Affiliates (including the Conveyed Companies following Closing) assuming or accepting any “Section 75” debt arising from any of Seller’s Non-U.S. Retirement Plans or other Non-U.S. Pension Plan that is a United Kingdom Non-U.S. Pension Plan. Taxes required to be paid in connection with any contribution of assets or purchase of additional funding through insurance or otherwise, or commitment to do the foregoing, to or in respect of any Dedicated Retirement Plans required in connection with the transactions contemplated hereby (excluding any such Taxes required to be paid with respect to contribution of assets or purchase of additional funding through insurance or otherwise relating to obligations ...
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Related to Dedicated Retirement Plans

  • Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all other savings and retirement plans, practices, policies and programs, in each case on terms and conditions no less favorable than the terms and conditions generally applicable to the Company’s other executive employees.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Retirement Plans In connection with the individual retirement accounts, simplified employee pension plans, rollover individual retirement plans, educational IRAs and XXXX individual retirement accounts (“XXX Plans”), 403(b) Plans and money purchase and profit sharing plans (collectively, the “Retirement Plans”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) sponsored by a Fund for which contributions of the Fund’s shareholders (the “Participants”) are invested solely in Shares of the Fund, JHSS shall provide the following administrative services:

  • Supplemental Retirement Plan During the Contract Period, if the Executive was entitled to benefits under any supplemental retirement plan prior to the Change in Control, the Executive shall be entitled to continued benefits under such plan after the Change in Control and such plan may not be modified to reduce or eliminate such benefits during the Contract Period.

  • Supplemental Executive Retirement Plan The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP").

  • Post-Employment Activities 6.1 During the term of employment hereunder, and for a period of one year after termination of employment, regardless of the reason for such termination other than by the Corporation or Partnership without Cause or by the Executive for Good Reason, the Executive shall not directly or indirectly become employed by, act as a consultant to, or otherwise render any services to any person, corporation, partnership or other entity which is engaged in, or about to become engaged in, the retail shopping center business or any other business which is competitive with the business of the Corporation, the Partnership or any of their subsidiaries nor shall Executive use Executive's talents to make any such business competitive with the business of the Corporation, the Partnership or any of their subsidiaries. For the purpose of this Section, a retail shopping center business or other business shall be deemed to be competitive if it involves the ownership, operation, leasing or management of any retail shopping centers which draw from the same related trade area, which is deemed to be within a radius of 10 miles from the location of (a) any then existing shopping centers of the Corporation, the Partnership or any of their subsidiaries or (b) any proposed centers for which the site is owned or under contract, is under construction or is actively being negotiated. The Executive shall be deemed to be directly or indirectly engaged in a business if Executive participates therein as a director, officer, stockholder, employee, agent, consultant, manager, salesman, partner or individual proprietor, or as an investor who has made advances or loans, contributions to capital or expenditures for the purchase of stock, or in any capacity or manner whatsoever; provided, however, that the foregoing shall not be deemed to prevent the Executive from investing in securities if such class of securities in which the investment is so made is listed on a national securities exchange or is issued by a company registered under Section 12(g) of the Securities Exchange Act of 1934, so long as such investment holdings do not, in the aggregate, constitute more than 1% of the voting stock of any company's securities.

  • Post-Retirement Benefits The present value of the expected cost of post-retirement medical and insurance benefits payable by the Borrower and its Subsidiaries to its employees and former employees, as estimated by the Borrower in accordance with procedures and assumptions deemed reasonable by the Required Lenders is zero.

  • Pre-Retirement Death Benefits Should the Director die while --------- ----------------------------- serving as a director of the Bank and prior to the Qualifying Date, the Bank will pay $671 per month for a continuous period of 120 months to the Beneficiary or Beneficiaries of the Director. The first such monthly installment payment shall be made on a date to be determined by the Bank, but in no event later than the first day of the sixth calendar month following the calendar month in which the Director died. In the event of the death of the last living Beneficiary before all installment payments shall have been made, the balance of any payments which remain unpaid at the time of such Beneficiary's death shall be commuted on the basis of eight percent (8%) per annum compounded interest and shall be paid in a single sum to the estate of the last Beneficiary to die. In the absence of any such beneficiary designation, or if no Beneficiary survives the Director, any payments remaining unpaid at the Director's death shall be commuted on the basis of eight percent (8%) per annum compounded interest and shall be paid in a single sum to the Director's estate.

  • Supplemental Retirement Benefits The terms and conditions for the payment of supplemental retirement benefits are set forth in a separate written agreement between the parties.

  • Retirement Plan Employee shall participate, after meeting eligibility requirements, in any qualified retirement plans and/or welfare plans maintained by the Company during the term of this Agreement.

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