OPEB Sample Clauses

OPEB. (i) Except to the extent required by applicable Law or as otherwise provided in subsection (c)(ii) or (c)(iii), below, there shall be no Transfer of Assets or Liabilities (including without limitation with respect to Actions) between, or otherwise among the Parties in respect of, any OPEB Plan. For the avoidance of doubt, Schedule 1.10(c)(i) to this Agreement identifies those OPEB Plans where there shall be a Transfer of Assets or Liabilities or both as required by applicable Law, and any OPEB Plan not identified on such Schedule shall be deemed for purposes of this Agreement to be one for which such a Transfer of Assets or Liabilities is not required by applicable Law. (ii) The Benefit Plans identified on Schedule 1.10(c)(ii) to this Agreement shall be Assumed as indicated therein. (iii) Notwithstanding anything to the contrary in Sections 1.03, 1.04 or 1.10, SpecCo shall Assume (or cause a member of its Group to Assume) Liabilities related to the X.X. XxXxxx de Nemours and Company Long Term Care Insurance Plan, which shall not be considered a Benefit for purposes of Section 1.03 or a Benefit Plan for purposes of Section 1.04.
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OPEB. (a) (i) Effective no later than the Effective Time, the participation of each Newco Employee who is a participant in a Fox U.S. OPEB Plan shall automatically cease and (ii) effective no later than the date of such cessation, Ainge shall, or shall cause a member of the Ainge Group, to (A) have in effect a retiree health and welfare benefit plan for the benefit of each Newco Employee (the “Ainge OPEB Plan”) with terms that are substantially similar to those provided to the applicable Newco Employee under the Fox U.S. OPEB Plan immediately prior to the Effective Time and (B) fully perform, pay and discharge all obligations of the Fox U.S. OPEB Plan relating to Newco Employees, subject to the ability to amend, modify or terminate the Ainge OPEB Plan to the extent such ability exists pursuant to the Fox U.S. OPEB Plan as of the date hereof. (b) Fox shall retain all Liabilities relating to the Fox U.S. OPEB Plan in respect of each Former Newco Employee.
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OPEB. The Seller shall, and each Owner shall cause the Seller to, satisfy the OPEB Obligations as they become due.
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OPEB. (i) Seller shall identify in Section 7.2(c)(i) of the Seller Disclosure Letter (A) each Former Employee currently receiving post-retirement benefits as of the Closing Date; (B) each Employee who may become eligible for post-employment benefits under this Section 7.2; (C) any beneficiary of an individual identified in (A) or (B), and (D) the post-employment benefit entitlement of each individual identified in (A), (B) and (C), assuming that individual becomes eligible for the benefit. (ii) Effective as of the Closing Date, Buyer shall assume and maintain the OPEB Plan, to provide post-retirement benefits in accordance with this Section 7.2(c) to “Eligible Retirees” and their beneficiaries. An “Eligible Retiree” is any individual who, at the time of his or her retirement, is or was eligible for benefits under the terms of the Pension Plan or the Mirror Pension Plan and who, upon retirement from employment with PGW or Buyer, as applicable, was eligible for and elected to receive an immediate pension benefit under the Pension Plan or the Mirror Pension Plan. The OPEB Plan and post-employment benefits thereunder shall be maintained and provided to: (A) all Eligible Retirees as of the Closing Date, (B) all Employees who are or become Eligible Retirees under the terms of the OPEB Plan on or before the Closing Date, and (C) all Transferred Employees who are or become eligible to receive post-retirement benefits under the terms of the OPEB Plan on or before the last day of the Continuation Period as a result of service with Seller or combined service with Seller and Buyer (provided that such Transferred Employee retires from Buyer as an Eligible Retiree, regardless of when the retirement occurs, to receive an immediate pension benefit under the Pension Plan and the Mirror Pension Plan). For purposes of this Section 7.2, eligibility for post-retirement benefits shall also extend to the beneficiaries of such Eligible Retirees in accordance with the terms of the OPEB Plan.
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OPEB of the JVA is deleted in its entirety and replaced with the following:
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OPEB. OPEB costs associated with hourly employee movement between the companies after the Effective Time will be addressed as set forth in Exhibit 1.
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OPEB. “OPEB” shall mean “other post-employment benefits” as applicable under Statements 43 and 45 of the Governmental Accounting Standards Board, and shall specifically include retiree medical coverage provided to former employees of the Employer.
Sample 1
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OPEB. (i) Seller shall identify in Section 7.2(c)(i) of the Seller Disclosure Letter (A) each Former Employee currently receiving post-retirement benefits as of the Closing Date; (B) each Employee who may become eligible for post-employment benefits under this Section 7.2; (C) any beneficiary of an individual identified in (A) or (B), and (D) the post- employment benefit entitlement of each individual identified in (A), (B) and (C), assuming that individual becomes eligible for the benefit. (ii) Effective as of the Closing Date, Buyer shall assume and maintain the OPEB Plan, to provide post-retirement benefits in accordance with this Section 7.2(c) to
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OPEB. As of the Closing, (a) the Transferred Non-Union Employees and the Union Employees shall not be eligible to participate in or receive benefits under any Benefit Plan providing for OPEB and (b) Seller shall have no obligation, liability or responsibility to provide any OPEB to any Transferred Non-Union Employee or any Union Employee.
Sample 1

Related to OPEB

  • Pension and Welfare Plans During the twelve-consecutive-month period prior to the Closing Date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might reasonably be expected to result in the incurrence by the Borrowers or any member of the Controlled Group of any material liability, fine or penalty. Except as disclosed in Item 6.11 of the Disclosure Schedule, neither any Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

  • Benefits Plans During the Employment Period, You will be eligible to participate in all benefit plans in effect for executives and employees of the Company, subject to the terms and conditions of such plans.

  • Savings Plans Employee shall be entitled to participate in Employer’s 401(k) plan, or other retirement or savings plans as are made available to Employer’s other executives and officers and on the same terms which are available to Employer’s other executives and officers.

  • Welfare Plans Effective as of the Closing Date, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

  • Health and Welfare Plans (a) A copy of the master contracts with the carriers for the extended health care, dental and group life plans shall be sent to the President of the Union. (b) The Employer will consult the Union before developing any pamphlet explaining the highlights of the plans for distribution to employees. The cost of such a pamphlet shall be borne by the Employer.

  • Company Plans Section 1.11(a)................ 6 Company................................Preamble....................... 1

  • Health Plans A. The health plans offered and benefits provided by those plans shall be those recommended by the JLMBC, approved by the City Council, and administered by the Personnel Department in accordance with LAAC Section 4.

  • Retirees The Parties and the Crown agree to meet for the purpose of transitioning retirees currently in board-run benefits plans into a segregated plan administered by the OECTA ELHT via an amendment to the Trust Agreement, based on the following: i. Basic plan design is the active member plan design ii. School boards can request alterations to the plan design to meet their specific needs (limited to survivor coverage for health and dental benefits, out of country coverage, hearing aids, physiotherapy, and private duty nursing) subject to the coverage being available by the carrier. It is not the intent of the parties to enhance the benefits coverage of the retirees. For example, life insurance is not to exceed the existing level of coverage. iii. Boards can opt out of the ELHT plan for retirees. It is understood that such opt out is irrevocable. iv. The plan administrator will advise each school board of the per member premium cost on an annual basis. v. Any annual plan deficit shall be captured in the premiums charged to school boards and retirees in the subsequent benefit year. vi. Any terminal deficit is the responsibility of all school boards who had members in the plan, based on a formula that includes the school board’s time in the plan and retiree enrolment. vii. School boards maintain any liability resulting from any issues arising as a result of members being transferred to the ELHT benefits plan for retirees. For clarity, once the transition is completed, the school board is not liable for any subsequent decisions by the Trust. viii. Any school board wanting to move its retirees into a plan administered by the ELHT shall sign a participation agreement. The Parties and the Crown shall meet within 30 days of ratification of central terms to discuss the amendment to the trust as described above and timelines for the transition. If by May 30, 2020 the Parties and the Crown are unable to resolve all disputes concerning the amendment to the Trust Agreement and the standard form participation agreement, the Parties and the Crown (as participant) agree to refer the matter to arbitration with a mutually agreed upon arbitrator. The arbitrator shall determine any outstanding disputes based on the terms of this Memorandum of Understanding. The Parties agree that any arbitration on outstanding disputes shall be scheduled expeditiously.

  • Health and Welfare Benefit Plans During the Employment Period, Executive and Executive’s immediate family shall be entitled to participate in such health and welfare benefit plans as the Employer shall maintain from time to time for the benefit of senior executive officers of the Employer and their families, on the terms and subject to the conditions set forth in such plan. Nothing in this Section shall limit the Employer’s right to change or modify or terminate any benefit plan or program as it sees fit from time to time in the normal course of business so long as it does so for all senior executives of the Employer.

  • Retirement Plans (a) 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 (“Qualified 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, Transfer Agent shall provide the following administrative services: (i) Establish a record of types and reasons for distributions (i.e., attainment of eligible withdrawal age, disability, death, return of excess contributions, etc.); (ii) Record method of distribution requested and/or made; (iii) Receive and process designation of beneficiary forms requests; (iv) Examine and process requests for direct transfers between custodians/trustees, transfer and pay over to the successor assets in the account and records pertaining thereto as requested; (v) Prepare any annual reports or returns required to be prepared and/or filed by a custodian of a Retirement Plan, including, but not limited to, an annual fair market value report, Forms 1099R and 5498; and file same with the IRS and provide same to Participant/Beneficiary, as applicable; and (vi) Perform applicable federal withholding and send Participants/Beneficiaries an annual TEFRA notice regarding required federal tax withholding. (b) Transfer Agent shall arrange for PFPC Trust Company to serve as custodian for the Retirement Plans sponsored by a Fund. (c) With respect to the Retirement Plans, Transfer Agent shall provide each Fund with the associated Retirement Plan documents for use by the Fund and Transfer Agent shall be responsible for the maintenance of such documents in compliance with all applicable provisions of the Code and the regulations promulgated thereunder.

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