Defined Benefit Pension Plans. The Borrower will not adopt, create, assume or become a party to any defined benefit pension plan, unless disclosed to the Lender pursuant to Section 5.10.
Defined Benefit Pension Plans establish, assume or otherwise become a party to or liable under any Defined Benefit Pension Plan;
Defined Benefit Pension Plans. No Borrower will adopt, create, assume or become a party to any defined benefit pension plan, unless disclosed to the Lender pursuant to Section 5.13.
Defined Benefit Pension Plans. Through at least the One-Year Period, Del Monte shall, or shall cause the Surviving Corporation to, maintain those Spinco Benefit Plans that are intended to be qualified defined benefit pension plans for purposes of Section 401(a) of the Internal Revenue Code in which hourly Spinco Employees participate as of the Effective Time (the "Spinco Pension Plans") and under which, as of the Effective Time, the Surviving Corporation shall, by operation of law, assume the Pension Liabilities (as defined in the Employee Benefits Agreement), which liabilities will be calculated using the assumptions provided in the Employee Benefits Agreement. In addition, after the Effective Time, Heinz shall cause to be transferred, in accordance with Section 414(l) of the Code and Section 4044 of ERISA, to the trustee of the Spinco Pension Plans, assets, with respect to each Spinco Pension Plan, that are equal to the Pension Liabilities as of the Effective Time (and the pro rata amount of any excess assets available with respect to each such Spinco Pension Plan) in accordance with the terms of the Employee Benefits Agreement, and Del Monte shall cause the trustee of the Spinco Pension Plans to accept such assets; provided, however, that Heinz shall only cause such assets to be transferred after receipt from Del Monte of a copy of the most recent favorable IRS determination letter for each Spinco Pension Plan received by Del Monte or an opinion of counsel, which opinion and counsel shall be reasonably acceptable to Heinz, to the effect that (i) Del Monte has timely filed, or has caused the Surviving Corporation to timely file, an application with the IRS requesting a favorable determination that each Spinco Pension Plan is qualified under Section 401(a) of the Code and that the trust thereunder is exempt under Section 501 of the Code, (ii) counsel reasonably expects each such Spinco Pension Plan and trust to receive such a favorable determination letter, and (iii) each such Spinco Pension Plan (and any trust agreement related thereto) shall be amended, in a timely manner, as may be required by the IRS in order to satisfy the requirements of Section 401 of the Code and that the trust thereunder is exempt under Section 501 of the Code.
Defined Benefit Pension Plans. (a) After the Distribution Date, Ralcorp Participants shall continue to participate in the Retirement Plan of Ralcorp.
(b) Post (acting directly or through a member of the Post Group) shall establish a defined benefit pension plan qualified under Section 401(a) of the Code (“Post Retirement Plan”) to be effective on the Distribution Date to provide pension benefits for the Post Participants who participated in the Retirement Plan of Ralcorp immediately prior to the Distribution Date. After the Distribution Date, Post Participants who participate in the Retirement Plan of Ralcorp shall cease to participate in the Retirement Plan of Ralcorp and shall participate in the Post Retirement Plan, in accordance with and subject to the terms and conditions of such plan. Post shall take all necessary steps to have the Post Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp (based on a good faith actuarial estimate of accrued benefits as of the date set forth on Schedule 3.01 for such purpose) representing any benefits accrued by individuals whose names are set forth on Schedule 3.01 for such purpose (“Transferred Participants”). The parties agree that Transferred Participants shall include Post Employees and former Post Employees. An initial transfer of assets and Liabilities shall occur on or before the date that is three months after the Distribution Date (“Retirement Spin Date”). As soon as practicable after the Retirement Spin Date, Post shall take all necessary steps to have the Post Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp based on a final actuarial calculation representing any benefits accrued by Transferred Participants. Post, on its own behalf and on behalf of all members of the Post Group, agrees that neither Ralcorp nor the Retirement Plan of Ralcorp shall have any further responsibility with respect to the assets and liabilities that are transferred from the Retirement Plan of Ralcorp to the Post Retirement Plan. From and after the Distribution Date until the Retirement Spin Date, any benefits accrued prior to the Distribution Date that would otherwise be payable to Transferred Participants under the Post Retirement Plan shall be paid or continue to be paid out of the Retirement Plan of Ralcorp, and the amounts to be transferred to the Post Retirement Plan shall be reduced by the amount of such payments. After the Retirement Spin Date, any pension benefits that accrued prior to the Di...
Defined Benefit Pension Plans. (i) Prior to and effective on the Closing Date, the Buyer shall adopt a Plan that corresponds to the Del Monte Corporation Retirement System for Hourly Employees (the “Buyer’s Pension Plan”), which shall provide for benefits to Transferred Union Employees covered by the Pittsburgh UFCW Contract and their respective alternate payees that are substantially similar in all Material Features to those provided under the Del Monte Corporation Retirement System for Hourly Employees (the “Company Pension Plan”). On the Closing Date, Business Employees shall cease accruing any benefits under the Company Pension Plan. The Company shall retain all Liabilities under the Company Pension Plan with respect to all periods prior to the Closing. The Buyer’s Pension Plan shall provide a benefit for all periods of service completed and compensation earned by such Transferred Union Employees on and after the Closing who prior to the Closing were covered by the Company Pension Plan and the Buyer shall be responsible for all Liabilities associated therewith; provided, however, that the benefit accrual formula under the Buyer’s Pension Plan shall (A) recognize all periods of service and compensation taken into account under the Company Pension Plan and (B) determine such Transferred Union Employee’s accrued benefit based on: (1) the sum of service and compensation taken into account under the Company Pension Plan for periods prior to the Closing and service and compensation taken into account under the Buyer’s Pension Plan on and after the Closing less (2) such Transferred Union Employee’s accrued benefit under the Company Pension Plan. The Buyer shall not be obligated to establish or maintain a defined benefit pension plan with respect to any Transferred Mendota Union Employees.
(ii) The Company currently contributes on behalf of certain employees to the Western Pennsylvania Teamsters and Employers Trust Fund (the “Union Pension Fund”). The Buyer agrees to assume the Pittsburgh Teamsters Contract, and to make contributions after the Closing to the Union Pension Fund with respect to Transferred Employees participating in the Union Pension Fund for substantially the same number of contribution base units (as defined in Section 4001 of ERISA) for which the Company had an obligation, prior to the Closing, to contribute to the Union Pension Fund, as described in Section 4204(a)(1)(A) of ERISA.
(A) The Buyer and the Company will take steps, including complying with the provisions of Se...
Defined Benefit Pension Plans. Section 8.01. Non-U.S. Pension Plans 12
Defined Benefit Pension Plans. Neither the Company nor any entity that was at any time during the six-year period ending on the date of this Agreement a Company ERISA Affiliate has ever maintained, had an obligation to contribute to, contributed to, or had any liability with respect to any plan that is or was a pension plan (as defined in section 3(2) of ERISA) that is or was subject to Title IV of ERISA.
Defined Benefit Pension Plans. (1) Hussmann shall continue, on and after the Distribution Date, qualified defined benefit pension plans ("HUSSMANN PENSION PLANS"), which are presently being funded by the Xxxxxxx Corporation Defined Benefit Master Trust ("XXXXXXX MASTER TRUST"), and a nonqualified Hussmann Corporation Executive Retirement Plan ("HUSSMANN ERP"), all of which Hussmann or a Hussmann Subsidiary currently sponsors for current and former employees and beneficiaries of employees or former employees of Hussmann and Hussmann Subsidiaries (the "HUSSMANN PENSION PLAN BENEFICIARIES"). Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Hussmann Pension Plans and Hussmann ERP, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time, except to the extent such Liabilities relate to a benefit accrued by the Hussmann Participant under a qualified defined benefit pension plan maintained by Xxxxxxx or a Xxxxxxx Subsidiary which is offset by the Hussmann Pension Plans against any benefit accrual under the Hussmann Pension Plans based on the same period of credited service. Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible to all Hussmann Pension Plan Beneficiaries for all Liabilities whatsoever with respect to the Hussmann Pension Plans and Hussmann ERP at any time. Hussmann and Hussmann Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of the Hussmann Pension Plans, Hussmann Master Trust (defined below), Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities.
(2) Hussmann shall, as of a date on or prior to the Distribution Date ("PENSION EFFECTIVE DATE"), adopt a Hussmann Corporation Defined Benefit Master Trust ("HUSSMANN MASTER TRUST") substantially similar to the Xxxxxxx Master Trust and designate a trustee for the Hussmann Master Trust for each of the Hussmann Pension Plans. As provided in the Xxxxxxx Master Trust, the Management Committee of the Xxxxxxx Master Trust ("MANAGEMENT COMMITTEE") shall cause the Xxxxxxx Master Trust to transfer to the Hussmann Master Trust, a PRO RATA portion (net of accrued expenses, contributions and benefits attributable to each and every Hussmann Separated Employ...
Defined Benefit Pension Plans. As of the Distribution Date, Vector or a member of the Vector Group shall retain all of the assets in the trust underlying the Vector Retained Defined Benefit Pension Plans, and remain responsible for all Liabilities under the Vector Retained Defined Benefit Pension Plans.
