Free-Standing Plans Sample Clauses

Free-Standing Plans. Effective as of the Time of Contribution, Newco shall assume, or shall cause the Newco Group to assume, all liabilities and obligations under each employee benefit plan, arrangement or policy which, prior to the Time of Contribution, is exclusively for the benefit of Newco Group Continuing Employees, Newco Group Former Employees, and their eligible beneficiaries (the "Newco Group Free-Standing Plans"). Effective as of the Time of Contribution, the Company shall retain, or shall cause the Company Group to retain, all liabilities and obligations under each employee benefit plan, arrangement or policy which, prior to the Time of Contribution, is exclusively for the benefit of Company Group Continuing Employees, Company Group Former Employees, and their eligible beneficiaries (the "Company Group Free-Standing Plans"). The Company and Newco shall take, or cause to be taken, all such action as may be necessary or appropriate to establish the Newco Group as successor to the Company or its Subsidiaries as to all rights, assets, duties, liabilities and obligations under, or with respect to, the Newco Group Free-Standing Plans and to establish the Company Group as successor to the Company or its Subsidiaries as to all rights, assets, duties, liabilities and obligations with respect to the Company Group Free-Standing Plans.
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Free-Standing Plans. Notwithstanding the foregoing provisions of this Section 5.5 effective as of the Closing Date, Purchaser shall assume and be responsible for all liabilities and obligations under the Free-Standing Plans. Sellers shall take all action necessary and appropriate to establish Purchaser as successor to Sellers as to all rights, assets, duties, liabilities and obligations under or with respect to such Free-Standing Plans.
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Free-Standing Plans. Notwithstanding the foregoing provisions of this Section 9, effective as of the Closing, Buyer shall assume and be responsible for all liabilities and obligations under those Benefit Plans in which the sole participants are Continued Employees and Former Employees listed in Schedule 4(n) ("Free-Standing Plans"). Westinghouse and Buyer shall take all action necessary and appropriate (including, in the case of Buyer, establishing legal entities to serve as plan sponsor) to establish Buyer as successor to Westinghouse to all rights, assets, duties, liabilities and obligations under or with respect to such Free-Standing Plans.
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Free-Standing Plans. Notwithstanding the foregoing provisions of ------------------- this Section 5.5, effective as of the Closing, Purchaser shall assume and be responsible for all liabilities and obligations under the Free-Standing Plans. CBS and Purchaser shall take all action necessary and appropriate (including, in the case of Purchaser, establishing legal entities to serve as plan sponsor) to establish Purchaser or Purchaser Affiliates as successor to CBS or its Affiliates to all rights, assets, duties, liabilities and obligations under or with respect to the Free-Standing Plans.
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Free-Standing Plans. Notwithstanding the foregoing provisions of this Section 5.5, effective as of the Closing, Purchaser shall assume and be responsible for all liabilities and obligations under the Free-Standing Plans, except as set forth below in this 72 84
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Free-Standing Plans. Notwithstanding the foregoing provisions of -------------------- this Section 5.5, effective as of the Closing, Purchaser shall assume and be responsible for all liabilities and obligations under the Free-Standing Plans, except as set forth below in this Section 5.5(n). Prior to the assumption of the Individual Spun-Off Plans, CBS or its Affiliates shall make such payments to the plans as are required pursuant to Section 4 of the Contractual Modification, the amount of which has been determined by the applicable government agency after audit. In addition, the Sellers will contribute to the Individual Spun-Off Plans pursuant to the Contractual Modifications amounts equal to the "transitional asset" attributable to prior government reimbursements that the Sellers or the Sold Subsidiaries are determined to hold (to be determined upon audit by the applicable government agency pursuant to Contractual Modifications) with respect to the Westinghouse Executive Pension Plan as applicable to Business Employees and Former Employees of the Business covered by the Contractual Modification. CBS shall request an audit of the Residual Spun-Off Plan by the applicable government agencies. Any assumption of such plan by Purchaser shall be subject to a certification by such government agency that the assets and liabilities of the plan conform with government cost accounting standards. CBS will make up any shortfalls determined by such audit. CBS and Purchaser shall take all action necessary and appropriate (including, in the case of Purchaser, establishing legal entities to serve as plan sponsor) to establish Purchaser as successor to CBS or its Affiliates to all rights, assets, duties, liabilities and obligations under or with respect to the Free-Standing Plans and will use all reasonable efforts to obtain with respect to the Residual Spun-Off Plan, an agreement similar to the Contract Modifications. CBS shall contribute or cause a Sold Subsidiary to contribute to the Residual Spun-Off Plan, prior to assumption by Purchaser, an amount equal to the Non-Governmental Allocation Percentage applicable to each Residual Division of the unfunded accrued benefit obligation (calculated using the FASB 87 assumptions utilized by CBS as of December 31, 1997) of that portion of the Residual Spun-Off Plan and the Westinghouse Executive Pension Plan (other than with respect to Savannah River) allocable to each Residual Division, calculated as of the Closing Date (the "True-Up ------- Paymen...
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Related to Free-Standing Plans

  • Additional Terms and Conditions of Award (a) Non-

  • Modifications to the Award Agreement This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

  • Vesting Schedules The vested interest of each Employee (who has an Hour of Service on or after January 1, 1989) in his Employer-derived account balance shall be determined on the basis of the following schedules:

  • Acknowledgement of Discretionary Nature of the Plan; No Vested Rights By accepting the Restricted Stock Units, the Participant consents to participation in the Plan and acknowledges receipt of a copy of the Plan. The Participant understands that the Company has unilaterally, gratuitously and in its sole discretion granted Restricted Stock Units under the Plan to individuals who may be Participants of the Company or its subsidiaries throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its subsidiaries on an ongoing basis. Consequently, the Participant understands that the Restricted Stock Units are granted on the assumption and condition that the Restricted Stock Units and the Shares acquired upon settlement of the Restricted Stock Units shall not become a part of any employment contract (either with the Company or any of its subsidiaries) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Participant understands that this grant would not be made to the Participant but for the assumptions and conditions referenced above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason the Restricted Stock Units shall be null and void. The Participant understands and agrees that, as a condition of the Restricted Stock Units, unless otherwise provided in Section 4 (Termination of Employment) of the Agreement, any unvested Restricted Stock Units as of the date the Participant ceases active employment will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of employment or service. The Participant acknowledges that the Participant has read and specifically accepts the conditions referred to in the Agreement regarding the impact of a termination on the Restricted Stock Units.

  • Additional Terms Applicable to an Incentive Option In the event this option is designated an Incentive Option in the Grant Notice, the following terms and conditions shall also apply to the grant:

  • Performance-Based Vesting At the end of each Measurement Year, on the Measurement Date, the percentage of Shares set forth above shall be eligible to vest (the "Eligible Shares"). On each Measurement Date, 50% of the Eligible Shares shall become Vested Shares if at least 90% of the Target EBITDA amount was met for the prior Measurement Year. If more than 90% of the Target EBITDA amount was met for the prior Measurement Year, then the Eligible Shares shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Shares shall become Vested Shares for each 1% that actual Consolidated Adjusted EBITDA exceeds 90% of the Target EBITDA amount.

  • Vesting Generally LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on Transfer pursuant to the terms of an award, vesting or other similar agreement (a “Vesting Agreement”). The terms of any Vesting Agreement may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting Agreement or by the Plan, if applicable. LTIP Units that were fully vested when issued or that have vested and are no longer subject to forfeiture under the terms of a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”

  • Vesting Schedule Except as provided in Section 4, and subject to Section 5, the Restricted Stock Units awarded by this Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Stock Units scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with any of the provisions of this Award Agreement, unless Participant will have been continuously a Service Provider from the Date of Grant until the date such vesting occurs.

  • Performance Objectives Subject to the terms of this Agreement, the Participant’s interest in the Stock Award shall vest and become transferable in accordance with paragraphs 3, 4 and 5 and Exhibit I based on the Company’s Compounded Annual Growth Rate TSR for the applicable measurement period relative to the Compounded Annual Growth Rate TSR for the applicable measurement period for the companies (other than the Company) listed in the NAREIT Hotel Index.

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