Multiemployer Pension Plan. (a) With respect to the Bay Area Paint Makers and Employers Pension Trust (the "Multiemployer Plan"), Buyer, on the one hand, and Dexter, on the other, intend to satisfy the requirements of Section 4204 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") to avoid a withdrawal by Dexter as a result of the transactions contemplated hereby from the Multiemployer Plan in respect of the Continued Employees covered by the Multiemployer Plan. In this regard, effective as of the Closing, Buyer shall become a successor employer contributing to the Multiemployer Plan on behalf of the Continued Employees participating therein pursuant to the terms of the applicable collective bargaining agreement and Buyer shall make contributions after the Closing Date to the Multiemployer Plan for substantially the same number of contribution base units (as defined in Section 4001 (a)(11) of ERISA) that Dexter had an obligation to contribute to the Multiemployer Plan.
(b) With respect to the Multiemployer Plan, Buyer shall provide, as soon as practicable after the Closing Date, a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA with a five-year term commencing as of the first day of the first plan year of the Multiemployer Plan immediately following the Closing Date (the "Protected Period") or establish an escrow account or other arrangement with a bank or similar financial institution, with the same term, satisfactory to the trustees of the Multiemployer Plan, in an amount equal to the greater of (x) the average of Dexter's annual contributions to the Multiemployer Plan for the three plan years preceding the plan year in which the Closing Date occurs, or (y) Dexter's contributions to the Multiemployer Plan for the plan year preceding the plan year in which the Closing Date occurs.
(c) If there is a partial or complete withdrawal (as such terms are defined in Sections 4205(a) and 4203(a) of ERISA, respectively) from the Multiemployer Plan by Buyer prior to the end of the Protected Period, Dexter shall, to the extent required by applicable law, rule or regulation, be secondarily liable for any withdrawal liability Dexter would have had to the Multiemployer Plan if Dexter and Buyer had not entered into the agreements contained in this Section 12.04(f) to the extent the liability of Buyer to the Multiemployer Plan as a result of either a complete or partial withdrawal therefrom is not paid by Buyer to ...
Multiemployer Pension Plan. Seller has never and does not presently contribute to any "multiemployer pension plan" (as defined in section 3(37) of ERISA).
Multiemployer Pension Plan. (a) With respect to the Paper Industry Union-Management Pension Fund (the "Eau Claire Union Plan"), Buyer, on the one hand, and Seller and Parent, on the other, intend to satisfy the requirements of Section 4204 of ERISA to avoid a withdrawal by Seller, Parent or their affiliates as a result of the transactions contemplated hereby from the Eau Claire Union Plan in respect of the Employees covered by the Eau Claire Union Plan. In this regard, effective as of 12:01 a.m. on the Closing Date, Buyer shall become a successor employer contributing to the Eau Claire Union Plan on behalf of the Employees participating therein pursuant to the terms of the applicable collective bargaining agreement and Buyer shall make contributions after the Closing Date to the Eau Claire Union Plan for substantially the same number of contribution base units (as defined in Section 4001(a)(11) of ERISA) that Seller or Parent or their affiliates had an obligation to contribute to the Eau Claire Union Plans.
(b) With respect to the Eau Claire Union Plan, Buyer shall provide, as soon as practicable after the Closing Date, a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA with a five-year term commencing as of the first day of the first plan year of the Eau Claire Union Plan immediately following the Closing Date (the "Protected Period") or establish an escrow account with a bank or similar financial institution, with the same term, satisfactory to the trustees of the Eau Claire Union Plan, in an amount equal to the greater of (x) the average of Seller's, Parent's and their affiliates' annual contributions to the Eau Claire Union Plan with respect to the Tissue Business for the three plan years preceding the plan year in which the Closing Date occurs, or (y) Seller's, Parent's and their affiliates' contributions to the Eau Claire Union Plan with respect to the Tissue Business for the plan year preceding the plan year in which the Closing Date occurs.
(c) If there is a partial or complete withdrawal (as such terms are defined in Sections 4205(a) and 4203(a) of ERISA, respectively) from the Eau Claire Union Plan by Buyer prior to the end of the Protected Period, Seller or Parent or such affiliate of Seller that was obligated to contribute to the Eau Claire Union Plan shall, to the extent required by applicable law, rule or regulation, be secondarily liable for any withdrawal liability Seller or Parent would have had to the Eau Cl...
Multiemployer Pension Plan. (a) In addition to its indemnification obligations under Section 7.6 above, Buyer shall cause any property manager retained by Buyer with respect to the Property (“Replacement Manager”) to assume responsibility for, and pay when due, all contributions required to be made to the Multiemployer Pension Plan in accordance with the terms of the Union Agreement on and after the Closing Date, for substantially the same number of contribution base units for which Seller (or Manager) had an obligation to contribute with respect to the Property. For purposes of this Agreement, “Multiemployer Pension Plan” shall mean the multiemployer pension plan covered by the Union Agreement or its successor agreements.
Multiemployer Pension Plan. (A) With respect to the Multiemployer Pension Plan, Purchaser and Seller intend to satisfy the requirements of Section 4204 of ERISA to avoid a withdrawal by Seller or its Affiliates as a result of the transactions contemplated hereby from the Multiemployer Pension Plan in respect of the Employees covered by the Multiemployer Pension Plan. In this regard, effective as of 12:01 a.m. on the Closing Date, Purchaser shall become a successor employer contributing to the Multiemployer Pension Plan on behalf of the Employees participating therein pursuant to the terms of the applicable Collective Bargaining Agreement and Purchaser will make contributions after the Closing Date to the Multiemployer Pension Plan for substantially the same number of contribution base units (as defined in ERISA Section 4001 (a)(11)) for which the Seller or its Affiliates had an obligation to contribute to the Multiemployer Pension Plan.
(B) Purchaser will provide to the Multiemployer Pension Plan, as soon as practicable after the Closing Date and in any event by the time required pursuant to Section 4204 of ERISA, a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA with a five-year term commencing as of the first day of the first plan year of the Multiemployer Pension Plan immediately following the Closing Date (the "Protected Period") or establish an escrow account with a bank or similar financial institution, with the same term, satisfactory to the trustees of the Multiemployer Pension Plan in an amount equal to the greater of (x) the average of Seller's or its Affiliate's annual contributions to the Multiemployer Pension Plan for the three plan years preceding the plan year in which the Closing Date occurs, or (y) Seller's contribution to the Multiemployer Pension Plan for the plan year preceding the plan year in which the Closing Date occurs.
(C) If there is a partial or complete withdrawal (as such terms are defined in Sections 4205(a) and 4203(a) of ERISA respectively) from the Multiemployer Pension Plan by Purchaser prior to the end of the Protected Period, Seller or such Affiliate of Seller that was obligated to contribute to such Multiemployer Pension Plan shall be secondarily liable for any withdrawal liability Seller or such Affiliate would have had to the Multiemployer Pension Plan had Seller and Purchaser not entered into the agreements contained in this Section 3.2.3(c) to the extent the liability of Purchaser to...
Multiemployer Pension Plan. 26 business day.............................66
Multiemployer Pension Plan. With respect to the GCIU – Employer Retirement Fund, Seller shall retain all withdrawal liability (partial or otherwise) arising prior to, or that is otherwise due to, the Closing that relates to the Xxxxxx Midwest Business.
Multiemployer Pension Plan. As soon as reasonably practicable after becoming aware of an assessment of Withdrawal Liability made against Seller or any of its ERISA Affiliates in respect of any Multiemployer Plan maintained, administered, sponsored or contributed to by Seller or its ERISA Affiliates or with respect to which Seller or its ERISA Affiliates has, or has had within the previous six years, any Liability, whether actual or contingent, direct or indirect (a “Seller Multiemployer Plan”), Seller shall notify Buyer in writing of such assessment and Buyer shall, as soon as reasonably practicable after receiving such written notice from Seller, pay to the applicable Multiemployer Plan, on behalf of Seller, an amount in respect of such assessment, not to exceed the Multiemployer Plan Holdback Amount. In the event the amount of Withdrawal Liability assessed against Seller or any of its ERISA Affiliates and/or assessed against Buyer or any of its ERISA Affiliates, in each case, in respect of a Seller Multiemployer Plan or any such entity, exceeds the Multiemployer Plan Holdback Amount, Seller shall be and remain solely liable for such excess, and shall indemnify, defend and hold harmless the Buyer Indemnitees against any and all Losses suffered or incurred by any such indemnified party in connection with, arising out of, resulting from or incident to such excess. If, following the complete withdrawal by Seller and its ERISA Affiliates from all Seller Multiemployer Plans, Seller provides Buyer with written notice, reasonably acceptable to Buyer, that the aggregate amount of Withdrawal Liability assessed or that may at any time in the future be assessed against Seller and its ERISA Affiliates or against Buyer or any of its ERISA Affiliates in respect of all Seller Multiemployer Plans, is less than the Multiemployer Plan Holdback Amount, then, Buyer shall, within 45 calendar days following receipt of such written notice from Seller, pay to Seller a cash amount equal to the amount by which the Multiemployer Plan Holdback Amount exceeds the aggregate amount of Withdrawal Liability assessed against Seller and its ERISA Affiliates.
Multiemployer Pension Plan. With respect to the Central States, Southeast and Southwest Areas Pension Fund, the Ohio State Carpenters Pension Plan and any other multiemployer plan (as defined in Section 3(37)(A) of ERISA) to which L-P contributes on behalf of any employees employed in the Weather-Seal Business as of the Closing Date (individually, a "MULTIEMPLOYER PLAN" and collectively, the "MULTIEMPLOYER PLANS"), L-P and WAC intend to satisfy the requirements of Section 4204 of ERISA to avoid a withdrawal by L-P from the Multiemployer Plans as a result of the transactions contemplated in this Agreement in respect of the Weather-Seal Business employees covered by this Agreement and one or more such Multiemployer Plans. In this regard, the following provisions shall apply:
(a) At the Effective Time, WAC shall become a successor employer contributing to the Multiemployer Plans on behalf of the employees of Weather-Seal acquired by WAC participating in such Multiemployer Plans pursuant to the terms of the applicable collective bargaining agreements, and WAC shall make contributions after the Closing Date to the Multiemployer Plans for substantially the same number of contribution base units (as defined in Section 4001(a)(11) of ERISA) that L-P had an obligation to contribute to the Multiemployer Plans immediately prior to the Closing Date.
(b) With respect to any Multiemployer Plans for which L-P has disclosed on Schedule 5.
Multiemployer Pension Plan. As Parent and/or RemainCo shall remain the “Employer” for purposes of any CBA that SpinCo does not assume pursuant to Section 2.7, Parent and RemainCo shall be responsible for making all required payments, or causing the RemainCo Group Member to make all such required payments, to all multiemployer pension plans, including but not limited to the AFTRA Retirement Plan, in which a RemainCo Service Provider participates, from and after the Closing, and for paying any withdrawal liability that may arise in the future with respect to any such multiple employer plans. Parent and RemainCo shall indemnify and hold harmless SpinCo from and against any liabilities which may be incurred or suffered (i) under the CBAs arising out of, or relating to, any material violations Parent and/or RemainCo incurred on or after the Closing, (ii) as a result of any withdrawal liability from any such multiple employer plan on or after the consummation of the Transaction.
