Reversion of Excess Assets Sample Clauses

Reversion of Excess Assets. From time to time after the third anniversary of the first Change of Control occurring after the execution of this Trust Agreement, if and when requested by Key to do so, the Trustee shall engage the services of the Accounting Firm, at the expense of Key, to determine the Aggregate Plan Liability (as defined in Section 15.2). If the Current Trust Asset Value at the time of the calculation exceeds 150% of the dollar amount of the Aggregate Plan Liability and the Trustee is requested to do so by Key, the Trustee shall pay the amount of any such excess over 150% to Key. The Trustee shall determine, in its sole discretion, how the funds necessary to make any such payment are to be raised from Trust assets.
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Reversion of Excess Assets. From time to time after the third anniversary of the first Change of Control occurring after the execution of this Trust Agreement, if and when requested by Nordson to do so, the Trustee shall engage the services of the Accounting Firm, at the expense of Nordson, to determine the Aggregate Plan Liability (as defined in Section 15.2). If the Current Trust Asset Value at the time of the calculation exceeds 150% of the dollar amount of the Aggregate Plan Liability and the Trustee is requested to do so by Nordson, the Trustee shall pay the amount of any such excess over 150% to Nordson. The Trustee shall determine, in its sole discretion, how the funds necessary to make any such payment are to be raised from Trust assets.
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Reversion of Excess Assets. From time to time after the first Change of Control occurring after the execution of this Trust Agreement, if and when requested by Oglebay to do so, the Trustee shall engage the services of the Accounting Firm, at the expense of Oglebay, to determine the maximum future benefit amounts that could become payable with respect to any one or more Participants under all of the Covered Plans, using the assumptions and methodology described in Exhibit B. If the Accounting Firm determines that the value of all assets held in the Trust with respect to any Participant (with respect to whom no payments are overdue) exceeds 150% of the present value of the maximum future benefit amounts that could become payable under all of the Covered Plans with respect to the Participant, then that Participant’s Separate Account will be deemed to
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Reversion of Excess Assets. If, prior to a Change in Control, the Company determines, on the basis of reasonable actuarial assumptions selected by an independent actuary appointed by the Company, that a portion of the Trust's assets or future earnings allocated to an account for a Plan will not be required to pay benefits to participants and their beneficiaries under the terms of the Plan in effect at the time of the determination, all or any part of such portion of assets or future Trust earnings shall be returned to the Company upon the direction of the Company; provided that no part of any assets or future Trust earnings shall be paid to the Company after the occurrence of a Change in Control except as provided in Section 5.2 or 10. 6. A new paragraph (c) is added at the end of Section 4.1 of the Agreement, to read as follows:
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Reversion of Excess Assets. From time to time, if and when requested by the Company to do so, the Trustee shall engage the services of The Wyatx Xxxpany or such other independent actuary as may be mutually satisfactory to the Company and to the Trustee, at the expense of the Company, to determine the actuarial present value of the maximum future Benefits that could become payable under all of the Plans and the actuarial present value of all assets held in the Trust. The Company shall pay the fees of such independent actuary and of any appraiser engaged by, or in connection with the engagement of, such independent actuary to value any property held in the Trust, and such fees shall not be paid by the Trustee or charged against Trust assets. The independent actuary shall make its calculations based on the assumption that no Participant who is employed by the Company on the date of calculation will leave the employ of the Company for any reason other than (i) death prior to retirement or (ii) retirement after becoming entitled to have the maximum amount of Benefits payable to him or his Beneficiary that is possible under the Plans. In addition, the independent actuary shall use the mortality, interest rate, annual percentage salary increase, and other actuarial assumptions then being used for purposes of the Oglebay Norton Company Pension Plan for Salaried Employees (or, if current actuarial assumptions under that plan are unavailable, then using such reasonably comparable current actuarial assumptions as the independent actuary may determine). If the actuarial present value of all assets held in the Trust that are of the type described in one of clauses (i) through (v) of Paragraph 4(b) hereof ("Specified Assets") exceeds 150% of the actuarial present value of the maximum future Benefits that could become payable under all of the Plans, then the Trust will be deemed to be "Fully Funded" and the Trustee shall retain Specified Assets that in the aggregate are at least equal to 150% of the actuarial present value of the maximum future Benefits that could become payable under all of the Plans and pay or transfer any other assets (the "Excess Assets"), upon the request of the Company, as follows: (a) if, and to the extent, at the time of the request, the trust ("Trust II") established by the Company under the agreement with Bank One, Cleveland, NA, as trustee, captioned "Irrevocable Trust Agreement II (For Employment Agreements and Certain Retirement Benefits)," dated _____________, 1989 ("...
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Reversion of Excess Assets. If any of the assets of the Trust -------------------------- Fund shall remain after all liabilities under this Plan have been satisfied, such assets shall be paid to the Company.
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Reversion of Excess Assets. In the event there are assets (Excess Assets) remaining in the Trust after all obligations to all Participants and Beneficiaries have been satisfied and after this Plan has been terminated, such Excess Assets shall revert to SouthTrust.
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Reversion of Excess Assets. If, upon the Company's request, the Trustee determines, on the basis of reasonable actuarial assumptions chosen by the Trustee, that a portion of the Trust's assets or future earnings allocated to an account for a Plan will not be required to pay benefits to participants and their beneficiaries under the terms of the Plan in effect at the time of the determination, all or any part of such portion of assets or future Trust earning shall be returned to the Company upon the direction of the Company; provided that no part of any assets or future Trust earning shall be paid to the Company after the occurrence of a change in control except as provided in Section 5.2 or 10.3.
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Related to Reversion of Excess Assets

  • Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.

  • Termination of Exchange Fund Any portion of the Exchange Fund which remains undistributed to the holders of Company Common Stock for 180 days after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Company Common Stock who have not theretofore complied with this Article II shall thereafter look only to Parent for the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock to which they are entitled pursuant to Section 2.02(e) and any dividends or other distributions with respect to the Parent Common Stock to which they are entitled pursuant to Section 2.02(c).

  • Termination of Exchange Fund; No Liability At any time following twelve (12) months after the Effective Time, Parent shall be entitled to require the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) remaining in the Exchange Fund that have not been disbursed, or for which disbursement is pending subject only to the Exchange Agent’s routine administrative procedures, to holders of Certificates or Book-Entry Shares, and thereafter such holders shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) as general creditors thereof with respect to the Merger Consideration, including any amount payable in respect of Fractional Share Consideration in accordance with Section 2.5, and any dividends or other distributions on Parent Shares in accordance with Section 2.2(f), payable upon due surrender of their Certificates or Book-Entry Shares and compliance with the procedures in Section 2.2(b), without any interest thereon. Notwithstanding the foregoing, none of the Surviving Corporation, Parent or the Exchange Agent shall be liable to any holder of a Certificate or Book-Entry Share for any Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Refund of Excess Cash If at any time the credit balance of Timber Sale Account exceeds the charges for timber that Forest Service estimates will be cut within the next 60 days, any portion of such excess that is due to cash in the account shall be refunded, if re- quested by Purchaser, unless deposited under B4.211,

  • Distribution of Exchange Fund to Parent Any portion of the Exchange Fund that remains undistributed to the holders of the Certificates or Uncertificated Shares on the date that is one year after the Effective Time will be delivered to Parent upon demand, and any holders of shares of Company Common Stock that were issued and outstanding immediately prior to the Merger who have not theretofore surrendered or transferred their Certificates or Uncertificated Shares representing such shares of Company Common Stock for exchange pursuant to this Section 2.9 will thereafter look for payment of the Per Share Price payable in respect of the shares of Company Common Stock represented by such Certificates or Uncertificated Shares solely to Parent (subject to abandoned property, escheat or similar Laws), solely as general creditors thereof, for any claim to the Per Share Price to which such holders may be entitled pursuant to Section 2.7.

  • Permitted Withdrawals and Transfers from the Master Servicer Collection Account (a) The Master Servicer will, from time to time on demand of a Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Master Servicer Collection Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the related Servicing Agreement. The Master Servicer may clear and terminate the Master Servicer Collection Account pursuant to Section 10.01 and remove amounts from time to time deposited in error. (b) On an ongoing basis, the Master Servicer shall withdraw from the Master Servicer Collection Account (i) any expenses recoverable by the Trustee, the Master Servicer or the Securities Administrator or the Custodian pursuant to Sections 3.03, 7.04 and 9.05 and (ii) any amounts payable to the Master Servicer as set forth in Section 3.14. (c) In addition, on or before each Distribution Account Deposit Date, the Master Servicer shall deposit in the Distribution Account (or remit to the Trustee for deposit therein) any Monthly Advances required to be made by the Master Servicer with respect to the Mortgage Loans. (d) No later than 3:00 p.m. New York time on each Distribution Account Deposit Date, the Master Servicer will transfer all Available Funds on deposit in the Master Servicer Collection Account with respect to the related Distribution Date to the Trustee for deposit in the Distribution Account.

  • Repayment of Excess Advances The aggregate balance of Advances outstanding at any time in excess of the maximum amount of Advances permitted hereunder shall be immediately due and payable without the necessity of any demand, at the Payment Office, whether or not a Default or Event of Default has occurred.

  • Aggregation of Entity Accounts For purposes of determining the aggregate balance or value of accounts held by an Entity, a Reporting Financial Institution shall be required to take into account all accounts held by Entities that are maintained by the Reporting Financial Institution, or Related Entities, to the extent that the Reporting Financial Institution’s computerised systems link the accounts by reference to a data element such as client number or taxpayer identification number and allow account balances or values to be aggregated.

  • Valuation of Sub-Advisor Assets The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to notify the Advisor or its designee on any day that the Sub-Advisor determines that a significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

  • Permitted Withdrawals from the Collection Account The Servicer may, from time to time, withdraw funds from the Collection Account for the following purposes: (i) to reimburse itself for Advances made pursuant to Section 6.03 (including amounts to reimburse the related Sub-Servicer for advances made pursuant to the applicable Sub-Servicing Agreement), the Servicer's and the Sub-Servicer's right to receive reimbursement pursuant to this subclause (i) being limited to amounts received on particular Mortgage Loans which represent Late Collections (net of the Servicing Fees) with respect to those particular Mortgage Loans; (ii) to pay itself the Servicing Fee; (iii) to reimburse itself for unreimbursed Servicing Advances, or to pay the related Sub-Servicer any unreimbursed Servicing Advances, the Servicer's right to receive reimbursement or make payments to the Sub-Servicer pursuant to this subclause (iii) with respect to any Mortgage Loan being limited to related Liquidation Proceeds, Insurance Proceeds, and condemnation awards; (iv) to reimburse itself (or the related Sub-Servicer) or the Depositor for expenses incurred by and recoverable by or reimbursable to it pursuant to Section 5.01 or 5.16; (v) to reimburse itself (or the related Sub-Servicer) for any Nonrecoverable Advances; (vi) to pay to itself (or the related Sub-Servicer) income earned on the investment of funds deposited in the Collection Account; (vii) to make deposits into the Certificate Account in the amounts and in the manner provided for herein; (viii) to make payments to itself or others pursuant to any provision of this Agreement, and to clear and terminate the Collection Account upon the termination of this Agreement; and (ix) to withdraw amounts deposited in error.

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