Seller Pension Plans. As of the date of this Agreement, Transferred Employees participate in the single-employer defined benefit pension plans listed in Schedule 6.2(a), which plans are referred to collectively in this Agreement as the "Seller Pension Plans" and individually as a "Seller Pension Plan." The Seller Pension Plans also cover the Other Plan Participants (as such term is defined below). Each other person who, immediately before the Closing Date, has an accrued benefit (which remains payable in whole or in part) under a Seller Pension Plan, and is either (a) a former employee of any IPC Company or a predecessor to any IPC Company who is no longer actively employed by Dynegy, any IPC Company or any of their respective Affiliates (such as Retirees) or (b) a beneficiary or an alternate payee of an individual described in clause (a) or of a Transferred Employee is referred to in this Section 6.2(a) as an "Other Plan Participant." Within the 60-day period immediately preceding any transfer of assets and liabilities from a Seller Pension Plan to a Purchaser Pension Plan pursuant to this Section 6.2(a), Dynegy shall provide the Purchaser with a written certification, in a form acceptable to Purchaser, that the Seller Pension Plan satisfies each of the following requirements: (A) the Seller Pension Plan is a single-employer defined benefit plan that, to the Knowledge of Dynegy and Seller, is qualified under Section 401(a) of the Code; (B) the Seller Pension Plan does not have any "accumulated funding deficiency" as defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, immediately before the Closing Date; (C) the Seller Pension Plan is not the subject of termination proceedings or a notice of termination under Title IV of ERISA; and (D) the Seller Pension Plan does not violate the requirements of any applicable collective bargaining agreement covering any Transferred Employees or Other Plan Participants.
Seller Pension Plans. As of the date of this Agreement, Seller participates in the following single-employer defined benefit pension plans maintained in the United States:
(i) the GTE Service Corporation Plan for Employees' Pensions (the "Seller Salaried Pension Plan"); and
(ii) the GTE Midwest Incorporated Plan for Hourly-Paid Employees' Pensions (the "Seller Hourly Pension Plan").
(a) shall be referred to collectively in this Agreement as the "Seller Pension Plans," and each such plan shall be referred to individually as a "Seller Pension Plan."
Seller Pension Plans. Except with respect to any Liabilities that transfer to Purchaser or its subsidiaries pursuant to applicable Law (including through the Transferred Entity), (i) from and after the Closing Date, Seller and its subsidiaries shall retain all assets and Liabilities under (A) Seller’s tax-qualified and nonqualified defined benefit pension plans maintained for the benefit of the Business Employees and (B) each “registered pension plan” (within the meaning of Section 248(l) of the Income Tax Act (Canada)) that is sponsored, administered or contributed to by the Seller or any of its subsidiaries, whether in respect of a “defined benefit provision” or a “money purchase provision” (as each is defined in Section 147.1(l) of the Income Tax Act (Canada)), which Liabilities shall be Retained Liabilities. In respect of the plans described in the foregoing clauses (A) and (B), Seller shall make payments to Transferred Employees with vested rights thereunder in accordance with the terms of the applicable plan and applicable Law, as in effect from time to time and, effective as of the applicable Transfer Time, each Transferred Employee shall cease active benefit accrual in such plans and service performed for, and compensation earned from, any employer other than Seller or its subsidiaries (or their predecessors, to the extent recognized under the applicable plan), shall not be taken into account for any purpose under the applicable plan. As of the applicable Transfer Time, each Transferred Employee who participates in a defined benefit pension plan shall be fully vested in his or her accrued benefits thereunder.
Seller Pension Plans. 45 SECTION 7.2 401(k) Plan Benefits...............................................................45 SECTION 7.3 Seller Welfare or Other Benefit Plans..............................................45 SECTION 7.4 Post-Closing Employee Benefits.....................................................47 SECTION 7.5 Provision of Information to Company Employees......................................48 SECTION 7.6 Indemnification....................................................................48 iv 6 ARTICLE VIII: TERMINATION....................................................................................................49
Seller Pension Plans. Effective as of the Closing Date, Seller shall cause (i) the Company to terminate its participation in and to cease to be a participating employer of, and (ii) the employees of the Company to cease to actively participate in, all defined benefit 46 61 pension plans sponsored or maintained by Seller (the "Seller Pension Plans"). On and after the Closing Date, Seller shall be solely liable and responsible for all benefits, liabilities and obligations arising under or relating to the Seller Pension Plans, the Company's termination from participation in such Plans or the cessation of benefits accruals by the Company's employees under such Plans, including any and all benefits and obligations relating to employees of the Company who were participants in such Seller Pension Plans prior to the Closing Date. For purposes of this Article VII, the term "Company" shall refer to all Company Parties and their Subsidiaries.
Seller Pension Plans. (a) On or before the Closing, Seller shall, and shall cause AT&T Japan Ltd. to: (i) terminate the Seller Pension Plans, (ii) cause all assets of the Seller Pension Plans to be paid to the Transferred Employees, and (iii) make a lump-sum payment of all retirement benefits that each respective Transferred Employee is eligible to receive from Seller or AT&T Japan Ltd. (as the case may be) in the case of an involuntary retirement pursuant to the employment terms and conditions currently applied to the respective Transferred Employee as of the date of this Agreement.
(b) In the event that any of the Target Employees are not Transferred Employees for whatever reason, Buyer shall make a one-time payment to Seller or AT&T Japan Ltd. (as the case may be) at Closing equal to ¥890,000 multiplied by the number of the Target Employees who are permanent employees (seishain) who do not become Transferred Employees at Closing; provided, however, Target Employees who leave the business without requiring a severance payment between the signing of this Agreement and Closing and Target Employees who have been removed from Schedule 8 upon the agreement of Seller and Buyer will not be counted in the number of such Target Employees.
(c) Starting on the Closing Date, Buyer shall, or shall cause Newco to, provide each Transferred Employee a pension plan that is no less favorable to the Transferred Employee than the pension plan of a similarly situated employee of Buyer (“Buyer Pension Plan”).
(d) If any Transferred Employee cannot be covered by the Buyer Pension Plan from the Closing Date, Buyer shall provide a RAP (retirement annuity policy) solution and accrue for it appropriately. Buyer shall rollover the accrual into the Buyer Pension Plan when each such Transferred Employee is covered by the Buyer Pension Plan.
(e) Seller shall, or shall cause an Affiliate of Seller to, pay to each Target Employee who becomes a Transferred Employee the amount set out in the pension reduction incentive column for that Target Employee on the Closing Date.
(f) Starting on the Closing Date until at least the first anniversary of the Closing Date, Buyer shall, or shall cause Newco to, provide each Transferred Employee life insurance coverage comparable to the group life insurance coverage (sogo fukushi dantai teiki hoken) each Transferred Employee had prior to Closing. Buyer or Newco shall be responsible for paying all premiums due to maintain this life insurance coverage for the Transferred Emplo...
Seller Pension Plans. (i) Except with respect to (A) any assets and Liabilities that transfer to the Purchaser or its Subsidiaries pursuant to applicable Law (including through the Transferred Entities) or (B) any Liabilities (determined on a projected benefit obligation basis consistent with ASC 715 or, to the extent ASC 715 is not applicable, other generally acceptable accounting standards) under each Assumed Benefit Plan set forth on Section 5.10(l) of the Disclosure Schedules (“Transferred Pension Liabilities”), (I) from and after the Applicable Closing Date, the Seller Group shall retain all assets and Liabilities under tax-qualified and nonqualified defined benefit and defined contribution pension plans maintained by each member of the Seller Group for the benefit of the Business Employees, and the Seller Group shall make payments to Transferred Employees with vested rights or deemed to have vested rights thereunder in accordance with the terms of the applicable plan and applicable Law, as in effect from time to time and (II) effective as of the Applicable Closing Date, each Transferred Employee shall cease active participation in such plans and service performed for, and compensation earned from, any employer other than a member of the Seller Group (or their predecessors, to the extent recognized under the applicable plan), shall not be taken into account for any purpose under the applicable plan.
(ii) With respect to the Transferred Pension Liabilities, the Purchaser shall assume or shall cause to be assumed all Liabilities under the applicable defined benefit plan with respect to the Transferred Employees (and their respective eligible dependents and beneficiaries).
Seller Pension Plans. (i) Except with respect to (A) any assets and Liabilities that will transfer to the Purchaser or its Subsidiaries pursuant to applicable Law (including through the Transferred Entity) as set forth on Section 5.10(k) of the Disclosure Schedules or (B) any Liabilities under the defined benefit pension plan set forth on Section 5.10(k) of the Disclosure Schedules (“Transferred Pension Liabilities”), (I) from and after the Closing Date, the Seller Group shall retain all assets and Liabilities under tax-qualified and nonqualified defined benefit and defined contribution pension plans maintained by each member of the Seller Group for the benefit of the Business Employees, and the Seller Group shall make payments to Transferred Employees with vested rights or deemed to have vested rights thereunder in accordance with the terms of the applicable plan and applicable Law, as in effect from time to time and (II) effective as of the Closing Date, each Transferred Employee shall cease active participation in such plans and service performed for, and compensation earned from, any employer other than a member of the Seller Group (or their predecessors, to the extent recognized under the applicable plan), shall not be taken into account for any purpose under the applicable plan.
(ii) With respect to the Transferred Pension Liabilities, the Purchaser shall assume or shall cause to be assumed all Liabilities under the applicable defined benefit plan with respect to the Transferred Employees (and their respective eligible dependents and beneficiaries).
Seller Pension Plans. As of the date of this Agreement, Transferred Employees participate in the single-employer defined benefit pension plans listed in Schedule 6.2(a), which plans are referred to collectively in this Agreement as the "Seller Pension Plans" and individually as a "Seller Pension Plan." The Seller Pension Plans also cover the Other Plan Participants (as such term is defined below). Each other person who was employed by any IPC Company or a predecessor to any IPC Company who has an accrued benefit (which remains payable in whole or in part) under a Seller Pension Plan immediately before the Closing Date and who immediately before the Closing Date is no longer actively employed by Dynegy, any IPC Company or any of their respective Affiliates (such as Retirees) or who is a beneficiary or an alternate payee of an individual who was employed by any IPC Company or a predecessor to any IPC Company or a beneficiary or alternate payee of a Transferred Employee and who has an accrued benefit (which remains payable in whole or in part) under a Seller Pension Plan is referred to in this Section 6.2(a) as an "Other Plan Participant."
Seller Pension Plans. Seller shall remain solely responsible for all liabilities, costs and expenses relating to, arising under, or incurred in connection with the Hxxxx Crown and Company Pension Plan for Hourly Employees and the Hxxxx Crown and Company Pension Plan for Salaried Employees and any other pension plan maintained by Seller or any ERISA Affiliate (“Seller Pension Plans”) prior to, on or after the Closing Date. It is expressly understood by the parties hereto that Buyer assumes no responsibility, and makes no commitment for the maintenance, continuation or funding after the Closing Date of any Employee Benefit Plan, including, without limitation, the Seller Pension Plans, or the provisions of any particular benefits to any current or former employee of Seller
