Tax-Qualified Defined Benefit Plans Sample Clauses

Tax-Qualified Defined Benefit Plans. As of the Closing, the Transferred System Employees shall cease accruing benefits under the Time Warner Cable Pension Plan, and the Time Warner Cable Union Pension Plan (collectively, the "Time Warner Cable Pension Plans"). None of Comcast Subsidiary, any of its Affiliates or Holdco shall have any Liability with respect to the Time Warner Cable Pension Plans or the Time Warner Cable Excess Benefit Pension Plan except as may be provided in any other agreement between Time Warner Cable or any of its Affiliates, on the one hand, and Comcast Subsidiary or any of its Affiliates (other than Holdco), on the other.
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Tax-Qualified Defined Benefit Plans. As of the Closing, Transferred Native Employees who were, immediately prior to the Closing Date, TWC Group Native Employees shall to the extent applicable cease accruing benefits under the Time Warner Cable Pension Plan, the Time Warner Cable Union Pension Plan and the Time Warner Cable Excess Benefit Pension Plan (collectively, the "Cable Pension Plans"). None of Comcast or any of its Affiliates shall have any Liability with respect to the Cable Pension Plans. None of TWC or any of its Affiliates shall have any Liability with respect to any defined benefit pension plan sponsored or maintained by Comcast or any of its Affiliates.
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Tax-Qualified Defined Benefit Plans. 7.1 Prior to the Time of the Distribution, the Company and Newco shall (i) cooperate to amend the Retirement Plan for Employees of First Mississippi Corporation as may be necessary to provide for the assumption of such plans by Newco as set forth below, (ii) provide that the Retained Employees will cease to accrue benefits under such plans as of the Time of Distribution and (iii) take such other steps (consistent with applicable law and the terms of the affected plan) as may be necessary to prevent the consummation of the transactions contemplated by this Agreement, the Distribution Agreement and the Merger Agreement (including the transfer of employment of any Transferred Employee) from causing, resulting in or being treated as a termination of employment or a change of control with respect to the Transferred Employees who are participants in such plan.
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Tax-Qualified Defined Benefit Plans. Section 5.1 SnackCo Spinoff DB Plans. (a) Effective as of the Distribution Date, SnackCo or another member of the SnackCo Group shall assume certain defined benefit plans established effective that are intended to qualify under Code Section 401(a) or under Puerto Rico tax law, along with a related master trust or trusts that is exempt under Code Section 501(a) (such plans and trusts, the “SnackCo Spinoff DB Plans” ). Each SnackCo Spinoff DB Plan shall have terms and features (including benefit accrual provisions) that are substantially identical to one of the Benefit Plans listed on Schedule 5.1(a) (such Benefit Plans, the “Split DB Plans” ), such that (for the avoidance of doubt) each Split DB Plan is substantially replicated by a corresponding SnackCo Spinoff DB Plan. Each SnackCo Spinoff DB Plan shall assume liability for all benefits accrued or earned (whether or not vested) by SnackCo Employees and Former Cadbury Employees and their respective Plan Payees under the corresponding Split DB Plan as of the Distribution Date. SnackCo or a member of the SnackCo Group shall be solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the SnackCo Spinoff DB Plans to the Internal Revenue Service for a determination of Tax-qualified status) to establish, maintain and administer the SnackCo Spinoff DB Plans so that they are qualified under Section 401(a) of the Code and that the related trusts thereunder are exempt under Section 501(a) of the Code. The portion of liabilities relating to SnackCo Employees and Former Cadbury Employees and their respective Plan Payees shall cease to be liabilities of the applicable Split DB Plan, and shall be assumed by the corresponding SnackCo Spinoff DB Plan in accordance with this Section and Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA. (b) A master trust (the “SnackCo Master DB Trust”) has been established to hold the assets of the SnackCo Spinoff DB Plans. The SnackCo Spinoff DB Plans that will participate in the SnackCo Master DB Trust effective as of the Distribution are specified on Schedule 5.1(b). Kraft Foods Inc. or a member of the SnackCo Group shall cause its actuary to determine the estimated value, as of , of the assets required to be held on behalf of each SnackCo SpinOff DB Plan in accordance with the assumptions and methodologies set forth in Treasury Regulation Section 1.414(l)-1 and ERISA Section 4044 (the “Estim...
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Tax-Qualified Defined Benefit Plans. Prior to the Time of the Distribution, the Company and Newco shall (i) cooperate to amend the Hartx-Xxxxx Xxxmunications, Inc. Pension Plan as may be necessary to provide
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Tax-Qualified Defined Benefit Plans. Effective as of January 1, 2002, Lafarge NA will establish (i) tax-qualified defined benefit pension plans for the benefit of those Transferred Employees and New Business Employees designated by Lafarge NA who are not members of a collective bargaining agreement that provide a normal retirement pension formula that is substantially comparable to the normal retirement pension formula provided under defined benefit pension plans maintained by BCNA or its subsidiaries, as applicable, as of December 31, 2001, and (ii) tax-qualified defined benefit pension plans for the benefit of those Transferred Employees and New Business Employees who are members of a collective bargaining unit that are substantially comparable to those defined benefit pension plans maintained by BCNA or its subsidiaries, as applicable, as of December 31, 2001 (collectively the "DB Plans"). In the event that this Agreement shall terminate other than by reason of Lafarge NA's exercise of the Option, then prior to and effective as of the Termination Date, BCNA agrees to take or cause one of its subsidiaries to take or Lafarge SA will cause an entity designated by it to take all such action as may be necessary to become the plan sponsor of the DB Plans and assume all liabilities and obligations with respect to such plans. During the Term, Lafarge NA shall have the right to amend the DB Plans in such manner as it deems to be necessary and appropriate.
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Tax-Qualified Defined Benefit Plans 
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Related to Tax-Qualified Defined Benefit Plans

  • Defined Benefit Plan A plan under which a Participant’s benefit is determined by a formula contained in the plan and no Employee accounts are maintained for Participants.

  • Defined Benefit Plans The Company has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) that could subject the Company to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. The Company has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA.

  • Defined Benefit Pension Plans The Borrower will not adopt, create, assume or become a party to any defined benefit pension plan, unless disclosed to the Lender pursuant to Section 5.10.

  • Benefit Plan If an employee maintains coverage for benefit plans while on maternity or parental leave, the Employer agrees to pay the Employer's share of these premiums.

  • Welfare Benefit Plans During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its affiliated companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits which are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Welfare, Pension and Incentive Benefit Plans During the Employment Period, Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time-to-time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time-to-time by the Company for the benefit of its senior executives, other than any annual cash incentive plan.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Defined Contribution Plan (1) The Employer will establish the following Employer contribution programs in the existing salary deferral plans: » Beginning in 2006 and continuing throughout the term of the Agreement, a performance-based contribution of 1% of each represented employee’s annual payroll earnings will be made

  • ERISA; Benefit Plans Each Borrower will comply with all requirements of ERISA applicable to it and will not materially increase its liabilities under or violate the terms of any present or future benefit plans maintained by it without the prior approval of the Agent. Each Borrower will furnish to the Agent as soon as possible and in any event within 10 days after the Borrower or a duly appointed administrator of a plan (as defined in ERISA) knows or has reason to know that any reportable event, funding deficiency, or prohibited transaction (as defined in ERISA) with respect to any plan has occurred, a statement of the chief financial officer of such Borrower describing in reasonable detail such reportable event, funding deficiency, or prohibited transaction and any action which such Borrower proposes to take with respect thereof, together with a copy of the notice of such event given to the Pension Benefit Guaranty Corporation or the Internal Revenue Service or a statement that said notice will be filed with the annual report of the United States Department of Labor with respect to such plan if such filing has been authorized.

  • Benefit Plans (i) Section 3.2(i) of the Company Disclosure Schedule sets forth a true and complete list of each material Company Benefit Plan. A “Company Benefit Plan” is a Benefit Plan (x) maintained, entered into or contributed to by Company or any of its Subsidiaries under which any present or former employee, director, independent contractor or consultant of Company or any of its Subsidiaries has any present or future right to benefits or (y) under which Company or any of its Subsidiaries could reasonably be expected to have any present or future liability. No Company Benefit Plan is subject to Section 302 or Title IV of ERISA of section 412 of the Code. No Company Benefit Plan is a multiemployer plan, as defined in Section 3(37) of ERISA or a multiple employer welfare arrangement as defined in Section 3(40) of ERISA. (ii) With respect to each material Company Benefit Plan, Company has made available to Parent a current, accurate and complete copy thereof, and, to the extent applicable: (A) any related trust agreement or other funding instrument; (B) the most recent determination letter, if applicable; (C) any summary plan description and summaries of material modifications; and (D) the most recent year’s Form 5500 and attached schedules and audited financial statements. Except as would not reasonably be expected to have a material adverse effect on Company, each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and the plan as currently in effect has received a favorable determination letter to that effect from the Internal Revenue Service and Company is not aware of any reason why any such determination letter should be revoked or not be reissued. Each Company Benefit Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Company Benefit Plan with such exceptions as would not be reasonable expected to have a material adverse effect on Company. No events have occurred with respect to any Company Benefit Plan that could result in payment or assessment by or against Company or any Company ERISA Affiliate (as defined in paragraph (v) below) of any excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code with such exceptions as would not be reasonably expected to have a material adverse effect on Company. (iii) With respect to the Company Benefit Plans, individually and in the aggregate, no event has occurred and there exists no condition or set of circumstances in connection with which Company or any of its Subsidiaries could be subject to any liability that would reasonably be expected to have a material adverse effect on Company under ERISA, the Code or any other applicable law. (iv) There is no contract, plan or arrangement (whether or not written) covering any employee or former employee of Company or any of its Subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G or 162(m) of the Code, as a result of the transactions contemplated hereby alone or together with any other event. (v) Except as would not reasonably be expected to have a material adverse effect on Company or any of its Subsidiaries, (A) no liability under Title IV or section 302 of ERISA has been incurred by Company, or by any trade or business, whether or not incorporated, that together with Company would be deemed a “single employer” within the meaning of section 4001(b) of ERISA (a “Company ERISA Affiliate”), that has not been satisfied in full, and (B) no condition exists that presents a risk to Company or any Company ERISA Affiliate of incurring any such liability. (vi) There is no current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of Company or its Subsidiaries, except as required to avoid excise tax under Section 4980B of the Code. (vii) All contributions and payments due under each Company Benefit Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending on the Effective Time, will be discharged and paid on or prior to the Effective Time except to the extent accrued as a liability in accordance with ordinary Company practice.