Retained Plans Sample Clauses

Retained Plans. The Parties acknowledge that Delphi may, at its sole election, terminate any or all of the Retained Plans.
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Retained Plans. Schedule 1.1(E)
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Retained Plans. Effective as of the Closing Date, the Companies shall cease to be participating employers in any Benefit Plan maintained by the Seller or any of its ERISA Affiliates (other than the Companies) prior to the Closing Date, whether or not disclosed under this Agreement or in any Schedule (the "Retained Plans"). The Seller shall take all actions necessary to effectuate such withdrawal of the Companies as participating employers in the Retained Plans without any further liability or obligation to the Companies; provided, that Purchasers shall cause all amounts accrued on the Closing Date Balance Sheet for contributions to Retained Plans to be paid by the Companies to Seller within five (5) business days after written request by Seller. The benefits of (i) those individuals actively employed by the Companies as of the Closing Date and (ii) those individuals who are on an approved leave of absence as of the Closing Date, whose last employment was with the Companies and who are expected to return to employment with the Companies (collectively, "Company Employees"), or of any persons claiming through such Company Employees, shall be administered in accordance with the terms of the Retained Plans, except to the extent otherwise set forth herein. Except as expressly provided by the terms of the Retained Plans, benefits of all Company Employees in the Retained Plans shall be discontinued as of the Closing Date. CPU agrees to take all actions necessary to ensure that a qualified retirement plan sponsored by Companies, or by an ERISA Affiliate of the Companies, following the Closing Date, shall accept direct rollovers of distributions made to the Company Employees from the Seller 401(k) Profit Sharing, including rollovers of participant loans and related promissory notes.
Sample 1
Retained Plans. Effective as of the Closing, the Seller Entities shall assume or retain sponsorship and administration of each Retained Plan, which plans specifically shall not be assumed or retained by Purchaser. The Seller shall take all action necessary to cause, (i) effective as of the Closing Date, the IM Business Entities to cease to be participating employers in the Retained Plans and (ii) except as provided otherwise in this Section 4.09, effective as of the applicable Transfer Date, the active participation of the Continuing Employees in the Retained Plans to terminate; provided that nothing herein shall be construed to limit the rights of any Continuing Employees, and their dependents and beneficiaries, with respect to benefits accrued under the Retained Plans with respect to periods prior to the Closing Date.
Sample 1
Retained Plans. As of the date of Closing, Seller agrees to assume plan sponsorship of, and the obligations of the employer with respect to, the three defined benefit Plans maintained by the Company, specifically the Milwaukee Faucets Retirement Income Plan, the Nortxxxx Xxxducts Retirement Income Plan, and the Universal-Rundxx Xxxporation Retirement Plan A, hereinafter the "Retained Plans", and hereby assumes all assets and liabilities relating to, arising out of or under the Retained Plans. Buyer shall have no right, title or interest in or to any assets of the Retained Plans. Nor shall the Buyer assume any liabilities in connection with or arising out of the Retained Plans. Buyer acknowledges that Seller's assumption of plan sponsorship of the Retained Plans, and the assets and liabilities thereunder, may require the consent of certain unions; and Buyer agrees that, following the Closing, it will, and will cause the Company to, assist and cooperate with Seller to obtain such consent, if required.
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Retained Plans. 32 Returns.......................................................................................................16
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Retained Plans. 6.04 Former Non-Vested Employees of Sellers’ South Charleston Business
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Related to Retained Plans

  • Company Plans Section 1.10(a),.................... 5 Company..........................................................................

  • 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.

  • 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.

  • Transferred Employees Effective as of the Closing Date, Purchaser or one of its Affiliates shall make an offer of employment to each Applicable Employee. Notwithstanding anything herein to the contrary and except as provided in an individual employment Contract with any Applicable Employee or as required by the terms of an Assumed Plan, offers of employment to Applicable Employees whose employment rights are subject to the UAW Collective Bargaining Agreement as of the Closing Date, shall be made in accordance with the applicable terms and conditions of the UAW Collective Bargaining Agreement and Purchaser’s obligations under the Labor Management Relations Act of 1974, as amended. Each offer of employment to an Applicable Employee who is not covered by the UAW Collective Bargaining Agreement shall provide, until at least the first anniversary of the Closing Date, for (i) base salary or hourly wage rates initially at least equal to such Applicable Employee’s base salary or hourly wage rate in effect as of immediately prior to the Closing Date and (ii) employee pension and welfare benefits, Contracts and arrangements that are not less favorable in the aggregate than those listed on Section 4.10 of the Sellers’ Disclosure Schedule, but not including any Retained Plan, equity or equity-based compensation plans or any Benefit Plan that does not comply in all respects with TARP. For the avoidance of doubt, each Applicable Employee on layoff status, leave status or with recall rights as of the Closing Date, shall continue in such status and/or retain such rights after Closing in the Ordinary Course of Business. Each Applicable Employee who accepts employment with Purchaser or one of its Affiliates and commences working for Purchaser or one of its Affiliates shall become a “Transferred Employee.” To the extent such offer of employment by Purchaser or its Affiliates is not accepted, Sellers shall, as soon as practicable following the Closing Date, terminate the employment of all such Applicable Employees. Nothing in this Section 6.17(a) shall prohibit Purchaser or any of its Affiliates from terminating the employment of any Transferred Employee after the Closing Date, subject to the terms and conditions of the UAW Collective Bargaining Agreement. It is understood that the intent of this Section 6.17(a) is to provide a seamless transition from Sellers to Purchaser of any Applicable Employee subject to the UAW Collective Bargaining Agreement. Except for Applicable Employees with non- standard individual agreements providing for severance benefits, until at least the first anniversary of the Closing Date, Purchaser further agrees and acknowledges that it shall provide to each Transferred Employee who is not covered by the UAW Collective Bargaining Agreement and whose employment is involuntarily terminated by Purchaser or its Affiliates on or prior to the first anniversary of the Closing Date, severance benefits that are not less favorable than the severance benefits such Transferred Employee would have received under the applicable Benefit Plans listed on Section 4.10 of the Sellers’ Disclosure Schedule. Purchaser or one of its Affiliates shall take all actions necessary such that Transferred Employees shall be credited for their actual and credited service with Sellers and each of their respective Affiliates, for purposes of eligibility, vesting and benefit accrual (except in the case of a defined benefit pension plan sponsored by Purchaser or any of its Affiliates in which Transferred Employees may commence participation after the Closing that is not an Assumed Plan), in any employee benefit plans (excluding equity compensation plans or programs) covering Transferred Employees after the Closing to the same extent as such Transferred Employee was entitled as of immediately prior to the Closing Date to credit for such service under any similar employee benefit plans, programs or arrangements of any of Sellers or any Affiliate of Sellers; provided, however, that such crediting of service shall not operate to duplicate any benefit to any such Transferred Employee or the funding for any such benefit. Such benefits shall not be subject to any exclusion for any pre-existing conditions to the extent such conditions were satisfied by such Transferred Employees under a Parent Employee Benefit Plan as of the Closing Date, and credit shall be provided for any deductible or out-of-pocket amounts paid by such Transferred Employee during the plan year in which the Closing Date occurs.

  • 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.

  • Welfare Plans (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan.

  • Company Employees Each Party shall not, directly or indirectly solicit for employment, any employee of the other Party who has been directly involved in the performance of this Agreement during the Term and for one year after the earlier of the termination or expiration of this Agreement or the termination of such individual's employment, with the other Party. It shall not be a violation of this provision if any employee responds to a Party's general advertisement of an open position.

  • Qualified Plans With respect to each Employee Benefit Plan intended to qualify under Code Section 401(a) or 403(a) (i) the Internal Revenue Service has issued a favorable determination letter, true and correct copies of which have been furnished to Medical Manager, that such plans are qualified and exempt from federal income taxes; (ii) no such determination letter has been revoked nor has revocation been threatened, nor has any amendment or other action or omission occurred with respect to any such plan since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its costs; (iii) no such plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code; (iv) no reportable event (within the meaning of Section 4043 of ERISA) has occurred, other than one for which the 30-day notice requirement has been waived; (v) as of the Effective Date, the present value of all liabilities that would be "benefit liabilities" under Section 4001(a)(16) of ERISA if benefits described in Code Section 411(d)(6)(B) were included will not exceed the then current fair market value of the assets of such plan (determined using the actuarial assumptions used for the most recent actuarial valuation for such plan); (vi) all contributions to, and payments from and with respect to such plans, which may have been required to be made in accordance with such plans and, when applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made; and (vii) all such contributions to the plans, and all payments under the plans (except those to be made from a trust qualified under Section 401(a) of the Code) and all payments with respect to the plans (including, without limitation, PBGC (as defined below) and insurance premiums) for any period ending before the Closing Date that are not yet, but will be, required to be made are properly accrued and reflected on the Current Balance Sheet.

  • Seller Benefit Plans From and after the Closing, the Business Employees shall cease to be active participants in the Seller Benefit Plans that are not Company Benefit Plans. Except as otherwise expressly set forth in this ‎Article VI, the Seller Group shall assume or retain, and indemnify and hold harmless Purchaser and its Affiliates (including the Company) in respect of, all assets and Liabilities related to Seller Benefit Plans that are not Company Benefit Plans.

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