Retained Plans Clause Samples

The 'Retained Plans' clause defines which plans, drawings, or documents a party is entitled to keep after a project or contractual engagement concludes. Typically, this clause specifies the types of materials that must be returned to the original owner and which may be retained for record-keeping, reference, or legal compliance. For example, an architect may be allowed to keep copies of design plans for their portfolio, while the client retains originals for future maintenance. The core function of this clause is to clarify ownership and usage rights of project documentation, preventing disputes over intellectual property and ensuring both parties understand their post-project obligations.
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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.
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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. From and after the Distribution Date, the Company Group shall retain all Assets and Liabilities arising out of or relating to the Company Retained Non-U.S. DB Plans, including Liabilities for the benefits payable to the SpinCo Participants thereunder. Each SpinCo Participant shall continue to have such rights, privileges and obligations under the Company Retained Non-U.S. DB Plans as is provided thereunder following the Distribution Date. From and after the Distribution Date, the SpinCo Group shall retain all Assets and Liabilities arising out of or relating to the SpinCo Retained Non-U.S. DB Plans, including Liabilities for the benefits payable to the Company Participants thereunder. Each Company Participant shall continue to have such rights, privileges and obligations under the SpinCo Retained Non-U.S. DB Plans as is provided thereunder following the Distribution Date.
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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.
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Retained Plans. 32 Returns.......................................................................................................16
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Retained Plans. Former Non-Vested Employees of Sellers’ South Charleston Business
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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 Nort▇▇▇▇ ▇▇▇ducts Retirement Income Plan, and the Universal-Rund▇▇ ▇▇▇poration 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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Related to Retained Plans

  • Employee Matters; Benefit Plans (i) The Company and its Subsidiaries have complied in all material respects with all applicable laws relating to wages, hours, equal opportunity, collective bargaining, workers’ compensation insurance and the payment of social security and other taxes. The Company is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company or its Subsidiaries, as the case may be, nor does the Company have a present intention, or know of a present intention of its Subsidiaries, to terminate the employment of any officer or key employee. There are no pending or, to the knowledge of the Company, threatened employment discrimination charges or complaints against or involving the Company or its Subsidiaries before any federal, state, or local board, department, commission or agency, or unfair labor practice charges or complaints, disputes or grievances affecting the Company or its Subsidiaries. (ii) No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. (iii) The Company and its Subsidiaries are in compliance in all material respects with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No benefit plan of the Company or any Subsidiary (a) is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA, (b) is subject to Title IV of ERISA, (c) is a “multiemployer plan” (within the meaning of Section 3(37) of ERISA). Since inception, neither the Company, its Subsidiaries, nor any business or entity treated as a single employer with the Company or its Subsidiaries for purposes of Title IV of ERISA contributed to or was obliged to contribute to a pension plan that was at any time subject to Title IV of ERISA.