Pension Plan Liabilities Sample Clauses

Pension Plan Liabilities. No pension plan for the benefit of ------------------------ the Borrower's employees ("Pension Plan") has been terminated; the Borrower has not incurred any liability to the Pension Benefit Guaranty Corporation other than for required insurance premiums which have been paid when due; no Reportable Event described in Section 4043 ("Reportable Event") of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or in the regulations issued thereunder, or other event or condition which presents a risk of termination of any Pension Plan by the Pension Benefit Guaranty Corporation has occurred; the Borrower has not withdrawn from any pension plan prescribed in Section 4001(a)(3) of ERISA, as amended by the Multiemployer Pension Plan Amendment Act of 1980, as amended ("Multiemployer Plan") in a complete withdrawal or a partial withdrawal; and no Pension Plan, and no other employee pension benefit plan described in Section 3 of ERISA to which the Borrower is a party, has engaged in a transaction prohibited under Sections 406 or 407 of ERISA or under Section 4975 of the Internal Revenue Code of 1986, as amended.
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Pension Plan Liabilities. The Parties agree that the Employee Matters Agreement will set forth arrangements governing employee matters and relating to the allocation of assets, liabilities and responsibilities with respect to certain employee compensation and benefit plans among the parties thereto in connection with the separation and distribution contemplated by the Separation Agreement and the Joint Venture. If, as a result of the transfer by ETR to EquaGen or its Subsidiaries or assumption by EquaGen or its Subsidiaries of defined benefit pension liabilities and obligations, ETR is required to post a surety bond, letter of credit, guarantee or other security in favor of a third party (“Third Party Security”), Enexus shall indemnify ETR in respect of any Liability suffered or incurred by ETR in respect of or relating to such Third Party Security.
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Pension Plan Liabilities. The Sellers shall indemnify the Buyer Indemnified Parties and hold each of them harmless from and against any and all Losses of or against the Buyer Indemnified Parties to the extent resulting from, or arising out of, the Pension Plan Liabilities. Notwithstanding anything contained in this Agreement to the contrary, no limitations, qualifiers or other conditions set forth in this Article X, including without limitation Section 10.4, Section 10.5, Section 10.6, Section 10.7 and Section 10.8, shall limit the Sellers’ obligations to indemnify the Buyer Indemnified Parties under this Section 10.9. For the avoidance of doubt, the Sellers’ obligations to indemnify the Buyer Indemnified Parties shall survive the Closing until such time as the Pension Plan Liabilities have been paid in full or are otherwise fully extinguished. In the event of a Change of Control with respect to a Seller whereby the Seller sells substantially all of its assets to a purchaser, such Seller (at its sole election) either (a) shall pay all Pension Plan Liabilities in their entirety as soon as it is practicable after such Change of Control or (b) shall require such purchaser to assume the Seller’s obligations under this Agreement in connection with such Change of Control. The procedures set forth in Section 10.3 shall apply to claims for indemnification under this Section 10.9.
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Pension Plan Liabilities. Following the Closing, Delta and JLL Holdco shall conduct a valuation of the Assets and Liabilities of the pension plans of the DPP Business and Pi pursuant to and in accordance with the Benefit Plan Term Sheet attached as Exhibit F. Notwithstanding any other provision of this Agreement, Newco shall cause the Note Issuer to adjust the principal amount of the Delta Note in accordance with the Benefit Plan Term Sheet attached as Exhibit F.
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Related to Pension Plan Liabilities

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Pension Plans Any of the following events shall occur with respect to any Pension Plan:

  • ERISA Plans and Liabilities All currently existing ERISA Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as defined in Section 412(a) of the Code exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii) the current value of each ERISA Plan's benefits does not exceed the current value of such ERISA Plan's assets available for the payment of such benefits by more than $500,000.

  • ERISA Liabilities; Employee Plans The Credit Parties shall: (i) keep in full force and effect any and all Employee Plans which are presently in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless such withdrawal can be effected or such Employee Plans can be terminated without liability to the Credit Parties; (ii) make contributions to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA, including the minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans; (iv) notify Lender immediately upon receipt by the Credit Parties of any notice concerning the imposition of any withdrawal liability or of the institution of any Proceeding or other action which may result in the termination of any such Employee Plans or the appointment of a trustee to administer such Employee Plans; (v) promptly advise Lender of the occurrence of any “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated in a manner that does not cause the Employee Plan to lose its qualified status.

  • Pension Benefit Plans All Pension Benefit Plans maintained by each Covered Person or an ERISA Affiliate of such Covered Person qualify under Section 401 of the Code and are in compliance with the provisions of ERISA to the extent ERISA is applicable and all other Material Laws. Except with respect to events or occurrences which do not have and are not reasonably likely to have a Material Adverse Effect on any Covered Person, and to the extent ERISA is applicable to any such Pension Benefit Plans:

  • Pension Plan Neither the Company nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code.

  • Benefit Plans; ERISA (a) Section 2.09(a) of the Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans and identifies each of the Benefit Plans that is a Qualified Plan and relates to Employees.

  • Unfunded Pension Liability the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

  • Employee Matters; Benefit Plans (a) Except as required by applicable Legal Requirements, the employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

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