Multiemployer Pension Plans. Purchaser shall continue to contribute to the PACE Industry-Union Management Pension Fund (the “Multiemployer Plan”) for substantially the same number of “contribution base units” for which Seller had an “obligation to contribute” (as those terms are defined in Section 4001(a)(11) and 4212 of ERISA, respectively) to the Multiemployer Plan pursuant to the Steelworkers Agreement. Purchaser shall provide the Multiemployer Plan for a period of five (5) plan years, commencing with the first plan year beginning on or after the Closing Date, an acceptable surety bond or escrow arrangement in the form and amount specified in Section 4204(a)(1)(B) of ERISA (the “Multiemployer Plan Bond or Escrow”), unless such bond or escrow arrangement is waived pursuant to the U.S. Department of Labor regulations under Section 4204 of ERISA. The Multiemployer Plan Bond or Escrow shall be paid to the Multiemployer Plan should Purchaser completely or partially withdraw from or fail to make a contribution to the Multiemployer Plan at any time during the first five (5) plan years beginning after the Closing Date. If on or after the Closing Date, and within the five (5) plan years of the Multiemployer Plan following the Closing Date, Purchaser withdraws from or fails to make a required contribution to the Multiemployer Plan, Purchaser will be solely liable to the Multiemployer Plan for any assessment of withdrawal liability. Pursuant to Section 4204(a)(1)(C) of ERISA, if Purchaser completely or partially withdraws from the Multiemployer Plan during the first five (5) plan years of the Multiemployer Plan beginning after the Closing Date, Seller acknowledges that it will be secondarily liable for any withdrawal liability it would have had to the Multiemployer Plan (but for Section 4204 of ERISA) if the withdrawal liability of Purchaser to the Multiemployer Plan is not paid. Purchaser or Seller shall promptly notify the other party of any demand for payment of withdrawal liability received by it from the Multiemployer Plan. Upon presentation by the Multiemployer Plan to Seller or Purchaser of a participation agreement effective March 1, 2008, Purchaser shall execute such agreement with effect from and after the Closing Date.
Multiemployer Pension Plans. (i) Seller, Seller’s managing agent or an entity related to or affiliated with Seller or Seller’s managing agent has, obligations to contribute to the Multiemployer Plans(s) and/or funds listed or referenced in the CBAs (“Seller Multiemployer Plans”). The Seller Multiemployer Plans listed or referenced in the CBAs that are subject to Section 4201 of ERISA, are herein called the “Multiemployer Pension Plans”.
(ii) If Purchaser elects to, or elects to cause another entity to, assume one or more of the CBAs, then the further provisions of this Section 10(d)(ii) shall apply, unless Purchaser notifies Seller in writing at least ten (10) business days prior to the Closing Date of its election not to have such further provisions of this Section 10(d)(ii) apply. With respect to each Multiemployer Pension Plan: (A) Purchaser shall have an obligation to contribute to such Multiemployer Pension Plan from and after the Closing Date for substantially the same number of contribution base units for which Seller had an obligation to contribute prior to the Closing Date, (B) to the extent required by such Multiemployer Pension Plan and Section 4204 of ERISA, Purchaser shall provide to such Multiemployer Pension Plan, for a period equal to five plan years of such Multiemployer Pension Plan, commencing with the first plan year beginning after the Closing Date, a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, or an amount held in escrow by a bank or a similar financial institution or such other equivalent form of security permitted for this purpose in an amount equal to 100% (or 200% in the case that the Multiemployer Pension Plan is in reorganization in the plan year during which the Closing Date occurs) of the greater of (1) the average annual contribution required to have been made by Seller with respect to the Property under the Multiemployer Pension Plan for the three plan years preceding the plan year in which the Closing Date occurs or (2) the annual contribution that Seller was required to have made with respect to the Property under the Multiemployer Pension Plan for the last plan year of the Multiemployer Pension Plan preceding the plan year in which the Closing Date occurs, which bond, escrow or security shall be paid to the Multiemployer Pension Plan if Purchaser withdraws from the Multiemployer Pension Plan or fails to make a contribution to the Multiemployer Pension Plan when due, at any time during t...
Multiemployer Pension Plans. With respect to each Multiemployer Pension Plan listed in Section 7.5 of the Seller Disclosure Schedule which is a defined benefit pension plan in which any Union Employee participates under an applicable collective bargaining agreement, Buyer and Seller shall cooperate with each other to take such action as are necessary to ensure that the consummation of the transaction described herein does not result in withdrawal liability assessment for any Multiemployer Pension Plan.
Multiemployer Pension Plans. Except as set forth on Part III of Annex 3 hereto, neither the Company nor any ERISA Affiliate is an employer required to contribute to any Multiemployer Pension Plan. Neither the Company nor any ERISA Affiliate has incurred, nor is expected to incur, any withdrawal liability (that has not previously been fully satisfied) under Title IV, Subtitle E of ERISA with respect to any Multiemployer Pension Plan. None of the Multiemployer Pension Plans referred to in Part III of Annex 3 have been terminated under Section 4041A of ERISA, have been placed in reorganization status under Title IV of ERISA, or have been determined to be "insolvent" (as such term is defined in Section 4245 of ERISA).
Multiemployer Pension Plans. (a) HERC Holdings Multiemployer Pension Plans. The plans set forth on Schedule 7.04(a), each a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA, cover HERC Holdings Employees (or Former HERC Holdings Employees) (the “HERC Holdings Multiemployer Plans”). As of the Distribution, HERC Holdings shall, or shall cause another member of the HERC Holdings Group to, retain (or assume to the extent necessary) the collective bargaining agreements which provide for contributions to the HERC Holdings Multiemployer Plans, and neither New Hertz Holdings nor any member of the Hertz Group shall have further Liability thereunder. HERC Holdings or the applicable member of the HERC Holdings Group shall continue after the Distribution to be responsible for any obligations under such collective bargaining agreements requiring contributions to the HERC Holdings Multiemployer Plans, and shall be solely responsible for any withdrawal liability (including, without limitation, with respect to any Former Employee) arising in connection with any HERC Holdings Multiemployer Plan, and neither New Hertz Holdings nor any member of the Hertz Group shall have any Liability with respect thereto.
Multiemployer Pension Plans. If the Borrower, any Subsidiary or any Person which is a member of the controlled group or under common control with the Borrower or any Subsidiary (within the meaning of Section 414(b) of the Internal Revenue Code of 1986, as amended (the "Code"), or Section 4001(b)(1) of ERISA) (a "Control Group Person") is required to make contributions to a Multiemployer Pension Plan, (i) the Borrower shall notify the Agent and the Lenders within thirty (30) days after the withdrawal from such Multiemployer Pension Plan by the Borrower, any Subsidiary or any Control Group Person of the details of any such withdrawal if such withdrawal could reasonably result in the imposition of any withdrawal liability on the Borrower, any Subsidiary, or any Control Group Person pursuant to Section 4201 of ERISA, and (ii) the Borrower shall promptly provide the Agent and the Lenders with copies of all assessments of such withdrawal liability received by the Borrower, any Subsidiary or any Control Group Person.
Multiemployer Pension Plans. Neither the Borrower nor any of its Subsidiaries shall partially or totally withdraw any amounts from a Plan or Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA) without the prior written consent of the Required Banks, unless the withdrawal liability of the Borrower and its Subsidiaries from all such withdrawals in the aggregate shall not exceed $5,000,000.
Multiemployer Pension Plans. (i) None of Facilitator or, to Facilitator’s Knowledge, any of the Hotel Owners is or was an “employer” with respect to either of the Hotels for purposes of Title IV of ERISA, and subsequent to the Closing Date, Purchaser will also not be an “employer” with respect to either of the Hotels for purposes of Title IV of ERISA. The “employer” with respect to each of the Hotels for purposes of Title IV of ERISA is the Manager, and the Manager prior to and immediately following the Closing Date and transaction effected by this Agreement shall be the same entity. As a result, none of Facilitator or any of the Hotel Owners has nor, subsequent to the Closing Date, Purchaser shall have, an obligation to contribute to the multiemployer pension plans with respect to the California Hotel and the New York Hotel, respectively, as set forth on Schedule 7.9(c) attached hereto (each a “Multiemployer Pension Plan”).
(ii) Notwithstanding the foregoing, in the event that it is alleged that the transactions contemplated by this Agreement may constitute a claimed partial or complete withdrawal by Facilitator or a Hotel Owner as determined under Title IV of ERISA, then the Parties agree as follows:
(1) The purpose of this Section 7.9(c)(ii) is to satisfy the requirements of ERISA Section 4204 so that the transactions contemplated by this agreement will not result in any Party incurring any liability under Section 4201 of ERISA with respect to each such Multiemployer Pension Plan (“Withdrawal Liability”). Each of the Parties mutually agree to cooperate in effecting the purposes of this Section 7.9(c)(ii) both before and after the Closing.
(2) The Parties acknowledge and agree that Section 4204 of ERISA shall apply to the extent that the sale of the Properties otherwise would result in the imposition of liability on Facilitator or Hotel Owners due to a complete withdrawal or a partial withdrawal of Hotel Owners from any such Multiemployer Pension Plan pursuant to Section 4201, 4203 or 4205 of ERISA. Accordingly, the Parties acknowledge and agree as follows:
a. Purchaser acknowledges and agrees that, following the Closing, Purchaser shall contribute (or shall cause Manager to contribute) to each Multiemployer Pension Plan with respect to the Property for substantially the same number of contribution base units (as defined in Section 4001(a)(11) of ERISA) for which Hotel Owners (or Manager as agent for Hotel Owners) or the ERISA Affiliate of any of them had an obligation to contribute...
Multiemployer Pension Plans. Spinco shall be solely responsible for, and shall indemnify, defend, reimburse and hold Tulip and its Affiliates harmless from and against, any and all liabilities (including without limitation any secondary withdrawal liability) of Tulip and its Affiliates to, with respect to or arising in connection with the Retail, Wholesale and Department Store International Union and Industry Pension Fund, the Bakery and Confectionery Workers Union and Industry Pension Fund, and the Employer-Teamsters Joint Council No. 84 Pension Fund, except for liabilities arising out of the participation in such Pension Funds, as a participating or contributing employer, by Keebler Foods Company or one of its Subsidiaries, with respect to Elf Employees.
3.1 Section 3.9 of the Employee Benefits Agreement is hereby amended in its entirety to provide as follows:
Multiemployer Pension Plans. (a) HERC Holdings Multiemployer Pension Plans. The plans set forth on Schedule 7.04(a), each a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA, cover HERC Holdings Employees (or Former HERC Holdings Employees) (the “HERC Holdings Multiemployer Plans”). As of the Distribution, HERC Holdings shall, or shall cause another member of the HERC Holdings Group to, retain (or assume to the extent necessary) the collective bargaining agreements which provide for contributions to the HERC Holdings Multiemployer Plans, and neither New Hertz Holdings nor any member of the Hertz Group shall have further Liability thereunder. HERC Holdings or the applicable member of the HERC Holdings Group shall continue after the Distribution to be responsible for any obligations under such collective bargaining agreements requiring contributions to the HERC Holdings 34 Multiemployer Plans, and shall be solely responsible for any withdrawal liability (including, without limitation, with respect to any Former Employee) arising in connection with any HERC Holdings Multiemployer Plan, and neither New Hertz Holdings nor any member of the Hertz Group shall have any Liability with respect thereto.
(b) New Hertz Holdings Multiemployer Pension Plans. The plans set forth on Schedule 7.04(b), each a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA, cover New Hertz Holdings Employees (or Former New Hertz Holdings Employees) (the “New Hertz Holdings Multiemployer Plans”). As of the Distribution, New Hertz Holdings shall, or shall cause another member of the Hertz Group to, retain (or assume to the extent necessary) the collective bargaining agreements which provide for contributions to the New Hertz Holdings Multiemployer Plans, and neither HERC Holdings nor any member of the HERC Holdings Group shall have further Liability thereunder. New Hertz Holdings or the applicable member of the Hertz Group shall continue after the Distribution to be responsible for any obligations under such collective bargaining agreements requiring contributions to the New Hertz Holdings Multiemployer Plans, and shall be solely responsible for any withdrawal liability (including, without limitation, with respect to any Former Employee) arising in connection with any New Hertz Holdings Multiemployer Plan, and neither HERC Holdings nor any member of the HERC Holdings Group shall have any Liability with respect thereto. Article VIII U.S.
