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 4.5, effective as of the Closing, 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 NONTRANSFERABILITY OF SHARES. Prior to the date on which Shares subject to this Award vest pursuant to Section 3 hereof, such Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Shares shall be null and void.

  • 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.

  • 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: (i) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (A) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability. (ii) No installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Statutory Option. (iii) Should the exercisability of this option be accelerated upon a Change in Control, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which this option first becomes exercisable in the calendar year in which the Change in Control occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such Change in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option. (iv) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted.

  • 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.

  • Performance Schedule The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

  • 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 4.1 The Performance Plan (Annexure A) sets out- 4.1.1 the performance objectives and targets that must be met by the Employee; and 4.1.2 the time frames within which those performance objectives and targets must be met. 4.2 The performance objectives and targets reflected in Annexure A are set by the Employer in consultation with the Employee and based on the Integrated Development Plan, Service Delivery and Budget Implementation Plan (SDBIP) and the Budget of the Employer, and shall include key objectives; key performance indicators; target dates and weightings. 4.2.1 The key objectives describe the main tasks that need to be done. 4.2.2 The key performance indicators provide the details of the evidence that must be provided to show that a key objective has been achieved. 4.2.3 The target dates describe the timeframe in which the work must be achieved. 4.2.4 The weightings show the relative importance of the key objectives to each other. 4.3 The Employee’s performance will, in addition, be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan.

  • System for Award Management (XXX) Requirement Alongside a signed copy of this Agreement, Grantee will provide Florida Housing with a XXX.xxx proof of registration and Commercial and Government Entity (CAGE) number. Grantee will continue to maintain an active XXX registration with current information at all times during which it has an active award under this Agreement.

  • Agreement Objectives (a) The fundamental objective that the Parties have in creating the Agreement is to produce an agreed industrial relations framework that encourages achievement of the following goals on the Project. (1) A safe and healthy Project Site environment where everyone works towards achieving the health and safety management philosophy of an injury and incident free Project; (2) A Project where everyone has the opportunity to perform their best work and achieve a sense of personal satisfaction by the time they complete their work assignment; (3) A Project where all participants' efforts and best work translate into a high quality result for the Project; (4) A Project where all participants work toward the common goal of completing the construction work on the Project within the defined schedule and budget; (5) A Project where leaders focus on understanding and dealing with people issues; (6) A Project where all participants listen to others point of view and act to amicably resolve any differences of opinion that may occur from time to time without ever resorting to unreasonable or unlawful means to achieve the result they wish to achieve; (7) A Project where, by all the participants acting in a considerate and respectful manner, positive relations with the local community they are performing the construction work in are maintained. (b) The Employer is accountable to: (1) Provide the management resource and support needed to achieve an injury and incident free Project; (2) Encourage its leaders to focus on issues raised by any member of their team; (3) Ensure its leaders act to address appropriately and in a timely manner, any concern raised by any member of their team; (4) Act at all times with fairness, honesty and in a trustworthy manner, responding to issues or concerns raised in a timely manner; (5) Recognise the talents and capabilities of their Employees and encourage excellence in construction execution. (c) Each Employee is accountable to: (1) Establish and maintain a safe and healthy work area, ensure safe and healthy work practices are followed at all times and within their duty of care, take responsibility for their personal safety and the safety of other Employees; (2) Comply with Project environmental health and safety regulations, procedures and practices; (3) Participate in and comply with the Project’s cultural and environmental processes; (4) Ensure their personal fitness for work on each day they are scheduled to work; (5) In all of their dealings with other Employees and their Employer, act with fairness and respect; (6) Work towards both the Project and their team’s goals to the full extent of their personal capacity; and (7) Raise any personal concern/issue directly with their immediate team leader/supervisor thereby providing the Employer with an opportunity to resolve/assist the concern/issue. If the team leader/supervisor is not available, then raise the matter with a more senior Employer leader.

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