Seller Plans. (a) As of the Closing Date, Seller agrees to take all action necessary, including amendment of the Retirement Pension Plan for Employees of JPS Automotive L.P. (the "Seller's Retirement Plan") to fully vest the accrued benefits of all Transferred Business Employees under the Seller's Retirement Plan. Accrued benefits having an actuarial present value of $3,500 or less based on the interest assumption currently in the Sellers's Retirement Plan for such purpose will automatically be cashed out in accordance with current provisions of such plan and shall be eligible for direct rollover at the distributee's election.
(b) Purchaser shall, effective as of the Closing Date, establish or designate a plan intended to qualify under Section 401(a) of the Code and a trust maintained thereunder intended to be exempt from federal income taxation under Section 401 of the Code for the benefit of Transferred Business Employees ("Purchaser's Plan"). Purchaser shall cause Purchaser's Plan to accept as a rollover contribution, pursuant to Sections 401(a)(31) and 402(c) of the Code, the lump sum value of the accrued benefits from Seller's Retirement Plan as to which Transferred Business Employees' designate Purchaser's Plan as the recipient of rollover contributions. Seller agrees to notify the Transferred Business Employees that if they receive a lump sum distribution from Seller's Retirement Plan they have the option to take such distribution in cash or make a direct rollover pursuant to Sections 401(a)(31) and 402(c) of the Code to an individual retirement account or annuity or to Purchaser's Plan. All such rollover contributions shall be required to be in cash. Purchaser agrees to accept rollover contributions from Transferred Business Employees who elect to make such rollover within 180 days following the Closing Date.
(c) The Business Employees participate in the Savings, Investment and Profit Sharing Plan of JPS Automotive, L.P. ("Seller's Savings Plan"). No earlier than January 1, 1998 and no later than March 31, 1998 (or as soon as practicable thereafter), the Seller shall cause the trustee of the Seller's Savings Plan to transfer to the funding agent of Purchaser's Plan, for the benefit of Transferred Business Employees, an amount, in cash, equal to the total account balances, including actual investment earnings or losses through the date of the last valuation, held under the Seller's Savings Plan for the Transferred Business Employees, except for any amounts as to ...
Seller Plans. 2.3(b) Seller Preferred Shares......................................................................................2.3(a) Seller Properties....................................................................................2.8(a), 2.9(a) Seller SEC Documents.........................................................................................2.5(b) Seller Stockholder Approvals.................................................................................2.4(a) -vii-
Seller Plans. Section 3.20(a) of the Disclosure Schedule sets forth all Employee Benefit Plans (i) which are maintained by the Seller and/or any of its Subsidiaries or by any member of their Related Group, or to which the Seller and/or any of its Subsidiaries or any member of their Related Group contribute or are required to contribute or with respect to which the Seller and/or any of its Subsidiaries or any member of their Related Group have or may have any Liability or become subject to a Lien under ERISA or the Code, and (ii) which benefit any present or former employee, director or independent contractor (or any dependent or beneficiary thereof) of the Seller and/or any of its Subsidiaries or any member of their Related Group (a "Seller Plan"). For purposes of this Agreement, the term "Employee Benefit Plan" means any plan, program, agreement, policy or arrangement (a "plan"), whether or not reduced to writing, that is: (w) a welfare benefit plan within the meaning of Section 3(1) of ERISA (a "Welfare Plan"); (x) a pension benefit plan within the meaning of Section 3(2) of ERISA; (y) a stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or similar equity-based plan; or (z) any other deferred-compensation, retirement, welfare, benefit, bonus, incentive or fringe benefit plan, whether for a single individual or a group of individuals.
Seller Plans. The term "Seller Employee" shall refer to any individual ------------ --------------- who was employed by a Seller prior to the Closing Date and who continues his or her employment with Buyer following the Closing Date. With respect to Seller Employees and Seller Plans, Sellers covenant and agree that (i) the participation of Seller Employees in Seller Plans shall terminate as of the Closing Date and the appropriate Seller shall retain all responsibilities, rights, liabilities and obligations with respect to such Seller Plans and any other plan or program maintained by an ERISA Affiliate (as defined below), including specifically, but not by way of limitation, all liabilities relating to or arising from acts or omissions in the administration and operation of Seller Plans and any other plan or program maintained by an ERISA Affiliate, and (ii) the appropriate Seller shall be fully responsible for benefits earned, accrued or incurred by the Seller Employees prior to the Closing Date, including specifically, but not by way of limitation, Seller Plans' benefits and benefits under any other plan or program maintained by an ERISA Affiliate resulting from contributions made, expenses incurred and events occurring prior to the Closing Date (whether or not submitted for payment prior to the Closing Date).
Seller Plans. Except with respect to Acquired Employee Plans and Assumed Liabilities related to Transferred Employees pursuant to §2.3(b), Seller shall be solely responsible for the Employee Plans and all obligations and liabilities thereunder. Except with respect to Acquired Employee Plans and Assumed Liabilities pursuant to §2.3(b) related to Transferred Employees, Buyer shall not assume any of the Employee Plans or any obligation or liability thereunder.
Seller Plans. [reserved].
Seller Plans. Transferred Employees shall cease participation, vesting, benefit and service accruals under all Benefit Plans of Seller immediately upon the Transition Date.
Seller Plans. Within 30 days after the Closing, Sellers shall deliver to Buyer true, correct and complete copies of (a) the governing documents of each Seller Plan, (b) where applicable, the most recent summary plan description of each Seller Plan, and (c) any employee handbook or similar materials furnished to Seller employees who are Eligible Employees.
Seller Plans. Effective as of the Effective Time, all Transferred Employees who immediately prior to the Effective Time were active participants in the Benefit Plans of any Seller or its Affiliates (including AAR CORP.) (hereinafter referred to collectively as the “Seller Benefit Plans”) shall cease to be eligible for active participation in such Seller Benefit Plans, subject to such Transferred Employees remaining eligible under Seller Benefit Plans for up to ninety (90) days following the Closing Date in accordance with the Transition Services Agreement. The benefits of such Transferred Employees under the Seller Benefit Plans accrued prior to the Effective Time, shall be provided to the Transferred Employees in accordance with the terms of such plans, except to the extent otherwise provided in this Section 5.4, including in respect of Sellers’ Savings Plan.
Seller Plans. Section 5.10(a)........................................23 Shares....................................................
