Defined Benefit Plans. The Company has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) that could subject the Company to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. The Company has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA.
Defined Benefit Plans. The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined benefit plan" (as defined in Section 3(35) of ERISA), whether or not terminated.
Defined Benefit Plans. (a) Effective as of the Closing Date, the Transferred Employees will no longer participate in the Chemtura Corporation Retirement Plan (the “Pension Plan”), and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Purchaser will establish a replacement defined benefit pension plan (the “New Defined Benefit Plan”) intended to be qualified under Section 401(a) of the Code, and a related trust intended to be exempt from taxation under Section 501(a) of the Code, for the benefit of the Transferred Employees, the terms of which plan and trust will be substantially identical to the terms of the Pension Plan. The Purchaser agrees to apply for, and to take all actions necessary to secure, as soon as practicable after the Closing Date, a determination letter from the IRS to the effect that the New Defined Benefit Plan is qualified under the applicable provisions of the Code. The Purchaser will recognize the service of the Transferred Employees with the Seller or any of its Affiliates prior to the Closing Date for all purposes under the New Defined Benefit Plan.
(b) As soon as practicable following the date of this Agreement, the Seller will cause its actuaries to determine, effective as of the Closing Date and in accordance with the requirements of ERISA and Section 414(1) of the Code, an amount of assets of the Pension Plan (the “Plan Assets Amount”) equal to the present value of benefits accrued to the Closing Date for all Transferred Employees, determined as if the Transferred Employees terminated employment with the Seller as of the Closing Date and with regard to only those benefits to which the Transferred Employees would be eligible based on their age and service as of the Closing Date. The Plan Assets Amount that will be transferred to the New Defined Benefit Plan will be the amount which would be allocated to Transferred Employees if the Pension Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA using the assumptions and methodology of the PBGC for plan terminations as of the Closing Date and such other reasonable assumptions not specified by the PBGC and determined by Seller’s actuary.
(c) As soon as practicable after the Seller’s actuaries determine the Plan Assets Amount, the Seller will cause the transfer of an amount of cash equal to the Plan Assets Amount from the Pension Plan to ...
Defined Benefit Plans. Neither the Company nor any of the Subsidiaries is engaged in any unfair labor practice. Except for matters that would not, individually or in the aggregate, have a Material Adverse Effect, (i) there is (A) no unfair labor practice complaint pending or, to the Company’s or the Operating Partnership’s knowledge, threatened against the Company or any of the Subsidiaries before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining agreements is pending or, to the Company’s or the Operating Partnership’s knowledge, threatened; (B) no strike, labor dispute, slowdown or stoppage pending or, to the Company’s or the Operating Partnership’s knowledge, threatened against the Company or any of the Subsidiaries; and (C) no union representation dispute currently existing concerning the employees of the Company or any of the Subsidiaries; (ii) to the Company’s or the Operating Partnership’s knowledge, no union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries; and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) or the rules and regulations promulgated thereunder concerning the employees of the Company or any of the Subsidiaries.
Defined Benefit Plans. 7 3.1 FREEZING OF PENSION PLAN BENEFITS................................7 3.2 CREDITING SERVICE UNDER ATI'S PENSION PLAN.......................7
Defined Benefit Plans. 8 3.1 ESTABLISHMENT OF TELEDYNE TECHNOLOGIES PENSION PLAN AND TRUST...........................8 3.2 ASSUMPTION OF PENSION PLAN LIABILITIES AND ALLOCATION OF INTERESTS IN THE ATI MASTER PENSION TRUST...................................................................8 3.3 FREEZING OF PENSION PLAN BENEFITS.......................................................9 3.4 CREDITING SERVICE UNDER ATI'S PENSION PLAN..............................................9
Defined Benefit Plans. 33 Section 6.03
Defined Benefit Plans. 15 3.1 ESTABLISHMENT OF MIRROR PENSION TRUSTS..............................................15 3.2 PIZZA HUT PENSION PLANS.............................................................15 3.3 ASSUMPTION OF PENSION PLAN AND PENSION EQUALIZATION PLAN LIABILITIES AND ALLOCATION OF INTERESTS IN THE PEPSICO PENSION TRUST................................15 (a) Assumption of Liabilities by TRICON Pension Plan................................15 (b) Asset Allocations and Transfers.................................................15 3.4 ACTION IN EVENT OF PBGC INTERVENTION................................................17
Defined Benefit Plans. HI does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined benefit plan" (as defined in Section 3(35) of ERISA), whether or not terminated.
Defined Benefit Plans. With respect to each of the Retirement Income Plan for Salaried Employees of Essex Group, Inc. (the "Salaried Plan") and the Retirement Income Plan for Hourly Employees of Essex Group, Inc. (the "Hourly Plan", together with the Salaried Plan, the "Seller Pension Plans"), the parties agree as follows:
