PBGC Intervention Sample Clauses

PBGC Intervention. Notwithstanding any provision of this Agreement to the contrary, in the event that at any time the Pension Benefit Guaranty Corporation (PBGC) or any other Governmental Authority asserts that the Offering may provide justification for the PBGC to seek termination of the Crown Pension Plan or Constar Pension Plan under ERISA or otherwise asserts that the Offering may increase unreasonably the long-run loss to the PBGC (within the meaning of ERISA section 4042(a)(4)) with respect to any Crown Pension Plan or Constar Pension Plan, Crown may, in its sole discretion:
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PBGC Intervention. In the event that at any time the Pension Benefit ----------------- Guaranty Corporation ("PBGC") or any other Governmental Authority asserts that the Distribution may provide justification for the PBGC to seek termination of the Pension Plan pursuant to ERISA section 4042 or otherwise asserts that the transaction may increase unreasonably the long-run loss to the PBGC (within the meaning of ERISA section 4042(a)(4)) with respect to the Pension Plan, IREX shall indemnify and hold SPI harmless from any Liabilities related to the resolution of such issues.
Sample 1
PBGC Intervention. Notwithstanding any provision of this Agreement to the contrary, in the event that at any time the Pension Benefit Guaranty Corporation (PBGC) or any other Governmental Authority asserts that the Distribution may provide justification for the PBGC to seek termination of any CSC Pension Plan or Vlasic Pension Plan pursuant to ERISA section 4042 or otherwise asserts that the Distribution may increase unreasonably the long-run loss to the PBGC (within the meaning of ERISA section 4042(a)(4)) with respect to any CSC Pension Plan or Vlasic Pension Plan, CSC may, in its sole discretion:
Sample 1
PBGC Intervention. Notwithstanding any provision of this Agreement to the contrary, in the event that at any time the Pension Benefit Guaranty Corporation (PBGC) or any other Governmental Authority asserts that the Offering may provide justification for the PBGC to seek termination of any Crown Pension Plan or Constar Pension Plan under ERISA or otherwise asserts that the Offering may increase unreasonably the long-run loss to the PBGC (within the meaning of ERISA section 4042(a)(4)) with respect to any Crown Pension Plan or Constar Pension Plan, Crown may, in its sole discretion: (i) Enter into negotiations with the PBGC to resolve these issues and, upon satisfactorily resolving such issues, Constar shall fully comply with the terms of any agreement entered into by Crown with the PBGC; or (ii) Transfer all assets and liabilities with respect to Active Constar Employees and/or Former Constar Employees and their respective alternate payees arising prior to the Closing Date under the applicable Crown Pension Plan to the corresponding Constar Pension Plan in a manner acceptable to the PBGC. Section 3.3
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Related to PBGC Intervention

  • Intervention If the Commission finds deficiencies in the School's performance or legal compliance, the Commission and the School shall follow the Intervention Protocol attached as Exhibit D. Intervention may be initiated when the Commission finds that the School has failed to:

  • Government Intervention The authority of any member of the NCLC Group in the conduct of its business shall be wholly or substantially curtailed by any seizure or intervention by or on behalf of any authority and within 90 days of the date of its occurrence any such seizure or intervention is not relinquished or withdrawn and the Facility Agent reasonably considers that the relevant occurrence is or might be expected to become materially prejudicial to the interests, rights or position of the Agents and/or the Lenders; provided that the Borrower shall not be entitled to the aforesaid 90 day period if the seizure or intervention executed by any authority is due to an act or omission of any member of the NCLC Group and the Facility Agent is satisfied, in its sole discretion, that the interests of the Agents and/or the Lenders might reasonably be expected to be materially adversely affected; or

  • Governmental Intervention By or under the authority of any government:

  • Insolvency and Related Proceedings Borrower shall cease to be Solvent or shall suffer the appointment of a receiver, trustee, custodian or similar fiduciary, or shall make an assignment for the benefit of creditors, or any petition for an order for relief shall be filed by or against Borrower under the Bankruptcy Code (if against Borrower, the continuation of such proceeding for more than 60 days), or Borrower shall make any offer of settlement, extension or composition to its unsecured creditors generally.

  • Assistance in Proceedings Seller will cooperate with Buyer and its counsel in the contest or defense of, and make available its personnel and provide any testimony and access to its books and Records in connection with, any Proceeding involving or relating to (a) any Contemplated Transaction or (b) any action, activity, circumstance, condition, conduct, event, fact, failure to act, incident, occurrence, plan, practice, situation, status or transaction on or before the Closing Date involving Seller or the Business.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • Litigation; Regulatory Action (a) Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, no litigation, claim, suit, investigation or other proceeding before any court, governmental agency or arbitrator is pending against the Company or any of its Subsidiaries, and, to the Knowledge of the Company, (i) no such litigation, claim, suit, investigation or other proceeding has been threatened and (ii) there are no facts which would reasonably be expected to give rise to such litigation, claim, suit, investigation or other proceeding.

  • Proceeding For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

  • INSOLVENCY AND COUNTRY RISK The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an “on book” currency, or (c) any loss, cost or expense incurred or sustained by a Fund or Portfolio resulting from or caused by Country Risk.

  • Proceedings; Receipt of Documents All proceedings in connection with the making of such Loan and the other transactions contemplated by this Agreement and the other Loan Documents, and all documents incidental hereto and thereto, shall be satisfactory to the Agents and their counsel, and the Agents and such counsel shall have received such other agreements, instruments, approvals, opinions and other documents, each in form and substance satisfactory to the Agents, as any Agent may reasonably request.

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