Foreign Pension and Retirement Plans Sample Clauses

Foreign Pension and Retirement Plans. (i) With respect to each ------------------------------------ Foreign BOC Plan that is (x) designated as a "shared plan" in Section 6.03(b) of the Disclosure Schedule (collectively, the "SHARED PLANS") and (y) a defined benefit pension plan, the Purchaser shall make available with effect as of the Closing Date to each Foreign Employee who is a participant in such Shared Plan (other than the Canadian Shared Plan, as defined below) and who becomes an employee of the Purchaser (or who remains an employee of a Non-U.S. Subsidiary) at Closing (a "Foreign Transferred Employee") a defined benefit pension plan (which plan, and the applicable jurisdictions, are set forth in Exhibit 6.03(b) hereto) into which each Foreign Transferred Employee may transfer his or her benefits in respect of service up to the Closing Date in any relevant Shared Plan. The BOC Group and the Purchaser shall each use all reasonable efforts to cause such transfer to be made, subject to any required consents of the Foreign Transferred Employees being obtained, on a date as soon as practicable after the Closing that is mutually agreed upon by the BOC Group and the Purchaser and, if possible, within one year following the Closing (the "TRANSFER DATE"). Subject to receiving the Agreed Transfer Payment (as defined below), the Purchaser's defined benefit pension plan will provide only in respect of service accrued in the relevant Shared Plan up to the Closing Date and not in respect of any benefits to be accrued in respect of each Foreign Transferred Employee from the Closing Date for each such Foreign Transferred Employee who transfers past service membership to the Purchaser's plan, back-up service, retirement and death benefits which are substantially comparable overall and based on such Foreign Transferred Employee's pensionable service in the applicable Shared Plan to the Closing Date and pensionable salary as at the date of retirement or leaving service and which are of at least equivalent actuarial value (based on the applicable actuarial assumptions set forth in Section 6.03(b) of the Disclosure Schedule) to such benefits for that service as each Foreign Transferred Employee has accrued in each relevant Shared Plan. The "AGREED TRANSFER PAYMENT" shall be, except in the case of the BOC Canada Pension Plan (the "CANADIAN SHARED PLAN"), for which no Agreed Transfer Payment shall be made, and subject to any further limitations set forth in Section 6.03(b) of the Disclosure Schedule, an amount...
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Related to Foreign Pension and 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.

  • 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.

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

  • 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:

  • Pension and Benefit Plans (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five year period. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent.

  • Pension Benefit Plans All Pension Benefit Plans maintained by each Covered Person or an ERISA Affiliate of such Covered Person qualify under Section 401 of the Code and are in compliance with the provisions of ERISA to the extent ERISA is applicable and all other Material Laws. Except with respect to events or occurrences which do not have and are not reasonably likely to have a Material Adverse Effect on any Covered Person, and to the extent ERISA is applicable to any such Pension Benefit Plans:

  • Termination of Benefit Plans Effective as of the day immediately preceding the Closing Date, the Company shall terminate all Company Employee Plans that are “employee benefit plans” subject to ERISA including any Company Employee Plans intended to include a Code Section 401(k) arrangement (unless Buyer provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) plans shall not be terminated). Unless Buyer provides such written notice to the Company, no later than three Business Days prior to the Closing Date, the Company shall provide Buyer with evidence that such Company Employee Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to review and approval of Buyer. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Buyer may reasonably require. In the event that termination of the Company’s 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Buyer no later than ten Business Days prior to the Closing Date.

  • Retirement and Welfare Plans Executive shall participate in employee retirement and welfare benefit plans made available to the Company’s senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate.

  • 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.

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