Springing Rabbi Trust Sample Clauses

Springing Rabbi Trust. It is contemplated that Defense will enter into a rabbi trust agreement following the Distribution Date that will, only in the event of a Change in Control of Defense, be fully funded with the amounts payable under the ITT Excess Pension Plans identified as Item 1 on Schedule 3(a)(ii) and will pay to each participant the lump-sum amount payable following a Change in Control in accordance with such plans.
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Springing Rabbi Trust. Notwithstanding anything in this Agreement (or the Trust Agreement) to the contrary, upon a Change in Control, if Employee is a “key employee” (as defined in Code section 416(i)) and the Employee’s termination of employment is not involuntary, so that his payout (as described in Section 1.a. of this Agreement) is delayed as described in Section 18.e. of this Agreement, the Bank shall (i) establish a trust (if not already established) as described in subsection b. below, and (ii) maintain in the Trust an amount of money which is at all times at least equal to its obligations under this Agreement to Employee (as well as any other key employee with a similar agreement), by making sufficient contributions to the Trust, immediately upon such Change in Control in an amount equal to the Bank’s total liabilities to such Employee and all other key employees. The obligation of the Bank to provide benefits pursuant to this Agreement shall be the sole unsecured promise of the Bank with respect to this Agreement. Notwithstanding the foregoing, prior to any Change in Control, the Bank may establish a trust, pursuant to a Trust Agreement, for the purpose of setting aside funds to provide for the payment of benefits under this Agreement. However, the assets of the Trust shall at all time remain subject to the claims of the general creditors of the Bank, and the Employee shall not have any claim or right with respect to the assets held in the Trust, except to the extent that the Employee is a general creditor of the Bank. For purposes of this Section 9, the following words and phrases shall have the following meanings:
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Springing Rabbi Trust. In the event of a Change of Control, the SERP Benefit will be held in a Rabbi Trust pursuant to, the Alliance Bank SERP Rabbi Trust documents (hereinafter the ‘‘Trust’’) and the Plan. Distributions from the Trust will only be permitted for the payment of a Participant’s SERP Benefit and/or payment to the Employer’s creditors in the event of bankruptcy.
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Springing Rabbi Trust. In the event of a Change of Control, an amount equal to the present value of the aggregate Accrued SERP Benefit liability for all Participants will be held in a Rabbi Trust pursuant to, the Alliance Bank SERP Rabbi Trust documents (hereinafter the “Trust”), incorporated and attached hereto as Appendix A. Distributions from the Trust will only be permitted for the payment of a Participant’s SERP Benefit and/or payment to the Employer’s creditors in the event of bankruptcy. For purposes of calculating the aforementioned present value, the discount rate to be utilized shall be 120% of the Applicable Federal Rate (AFR) at the effective date of Change of Control.
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Springing Rabbi Trust. Notwithstanding anything in this Agreement (or the Trust Agreement) to the contrary, upon a Change in Control, if Employee is a “key employee” (as defined in Code section 416(i)) so that his payout (as described in Section 1.a. of this Agreement is delayed as described in Section 18.e. of this Agreement, the Bank shall (i) establish a trust (if not already established) as described in subsection b. below, and (ii) maintain in the Trust an amount of money which is at all times at least equal to its obligations under this Agreement to Employee (as well as any other key employee with a similar agreement), by making sufficient contributions to the Trust, immediately upon such Change in Control in an amount equal to the Bank’s total liabilities to such Employee and all other key employees. The obligation of the Bank to provide benefits pursuant to this Agreement shall be the sole unsecured promise of the Bank with respect to this Agreement. Notwithstanding the foregoing, prior to any Change in Control, the Bank may establish a trust, pursuant to a Trust Agreement, for the purpose of setting aside funds to provide for the payment of benefits under this Agreement. However, the assets of the Trust shall at all time remain subject to the claims of the general creditors of the Bank, and the Employee shall not have any claim or right with respect to the assets held in the Trust, except to the extent that the Employee is a general creditor of the Bank. For purposes of this Section 9, the following words and phrases shall have the following meanings:
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Springing Rabbi Trust. Notwithstanding anything in this Letter Agreement or the Employment Agreement (or the Trust Agreement) to the contrary, upon a Change in Control, if you are a “key employee” (as defined in Code section 416(i)) so that your payout (as described in Section 8 of the Employment Agreement) is delayed as described in Section 4 of this Letter Agreement, to the extent so doing does not foul any grandfathering of your severance benefits, the Bank shall (i) establish a trust (if not already established) as described in subsection b. below, and (ii) maintain in the Trust an amount of money which is at all times at least equal to its obligations under this Letter Agreement and the Employment Agreement to you (as well as any other key employee with a similar agreement), by making sufficient contributions to the Trust, immediately upon such Change in Control in an amount equal to the Bank’s total liabilities to you and all other key employees.
Sample 1
Springing Rabbi Trust. It is contemplated that Defense will enter into a rabbi trust agreement following the Distribution Date that will, only in the event of a Change in Control of Defense, be fully funded with the amounts payable under the US Non-Qualified DB Plans identified as Items 1-7 on Schedule 3(a)(ii) and will pay to each participant the lump-sum amount payable following a Change in Control in accordance with such plans. (d) Non-US DB Plans. (i) Continuation of Non-US DB Plans. Following the Distribution Date, ITT shall continue to sponsor the ITT Non-US DB Plans as so identified on Schedule 3(a)(iii). Following the Distribution Date, Defense shall continue to sponsor the Defense Non-US DB Plans as so identified on Schedule 3(a)(iii). Following the Distribution Date, Water shall continue to sponsor the Water Non-US DB Plans as so identified on Schedule 3(a)(iii). Each of ITT, Defense and Water shall assume all liabilities associated with such plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date. Each of ITT, Defense and Water shall retain all accrued benefits associated with such plans that it sponsors following the Distribution Date, whether accrued prior to, on or following the Distribution Date. For any ITT Non-US DB Plan not identified on Schedule 3(a)(iii), the entity that maintained such ITT Non-US DB Plan prior to the Distribution Date shall continue to maintain such plan and assume all liabilities associated with such plan following the Distribution Date. (ii) Adoption of Non-US DB Plan. Effective as of the Distribution Date, Water shall adopt a benefits plan for Water Employees, which shall have terms similar in all material respects to the benefit plan identified on Item 3 of Schedule 3(a)(iii). Each of ITT, Defense and Water shall assume all liabilities associated with the plans that it sponsors following the Distribution Date, whether incurred prior to, on or following the Distribution Date. (iii) Transfer of Non-US DB Plans. Effective as of the Distribution Date, ITT shall transfer to Water the Non-US DB Plan identified as Item 22 of Schedule 3(a)(iii) (the “British DB Plan”), and Water shall assume all liabilities associated with such plan; provided that the transfer of such plan will be made in accordance with a deed of substitution between Lowara UK Limited, ITT Industries Limited and Pension Trustee Management Limited and a scheme apportionment arrangement deed between the Trustee and ...
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Related to Springing Rabbi Trust

  • Rabbi Trust The Company shall maintain a trust intended to be a grantor trust within the meaning of subpart E, Part I, subchapter J, chapter 1, subtitle A of the Code (the “Rabbi Trust”). Coincident with the occurrence of a Change in Control, the Company shall promptly deliver to a bank as trustee of the Rabbi Trust (the “Trustee”), an amount of cash or certificates of deposit, treasury bills or irrevocable letters of credit adequate to fully fund the payment obligations of the Company under this Section 3.4. The Company and Trustee shall enter into a trust agreement that shall provide that barring the insolvency of the Company, amounts payable to the Executive under this Section 3.4 (subject to Section 3.6) shall be paid by the Trustee to the Executive ten (10) days after written demand therefore by the Executive to the Trustee, with a copy to the Company, certifying that such amounts are due and payable under this Section 3.4 because the Executive’s employment has been terminated pursuant to Paragraph (e) or (g) in Section 3.1 hereof at a time which is within two (2) years following the occurrence of a Change in Control (a “Triggering Event”). Such trust agreement shall also provide that if the Company shall, prior to payment by the Trustee, object in writing to the Trustee, with a copy to the Executive, as to the payment of any amounts demanded by the Executive under this Section 3.4, certifying that such amounts are not due and payable to the Executive because a Triggering Event has not occurred, such dispute shall be resolved by binding arbitration as set forth in Section 5.8 hereof.

  • Pre-Funding Account On the Closing Date, the Depositor shall deposit in the Pre-Funding Account $0.00 (the “Pre-Funding Account Initial Deposit”) from the net proceeds of the sale of the Notes. On each Subsequent Transfer Date, if any, upon satisfaction of the conditions set forth in Section 2.03(b) with respect to such transfer, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account (i) an amount equal to [RESERVED]% of the result of the aggregate Starting Principal Balance of the Subsequent Receivables transferred to the Trust on such Subsequent Transfer Date less the Yield Supplement Overcollateralization Amount with respect to such Subsequent Receivables as of the related Cutoff Date and (ii), on behalf of the Depositor, deposit into the Reserve Account a portion of such funds equal to the Reserve Account Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and distribute the remainder to or upon the order of the Depositor as payment for such Subsequent Receivables. If the Pre-Funded Amount has not been reduced to zero on the Payment Date immediately following the calendar month in which the Funding Period, if any, ends, the Servicer shall instruct the Indenture Trustee to transfer from the Pre-Funding Account on such Payment Date any amount then remaining in the Pre-Funding Account to the Note Distribution Account for distribution in accordance with Section 8.02(g) of the Indenture.

  • Special Purpose Funding Vehicles Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee in the amount of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

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