Transfer of Assets and Administration Sample Clauses

Transfer of Assets and Administration. (a) BLC agrees to cause the GBD Pension Plan to transfer to the AHC Pension Plans, and AHC agrees to cause the AHC Pension Plans to assume, accept and be solely responsible for, all of the accrued benefits, associated assets, debts, liabilities, contracts, commitments and other obligations, absolute or contingent, of the GBD Pension Plan as of the Transfer Date, with respect to (i) each individual who, as of the Transfer Date, is actively employed by AHC or any of its Subsidiaries, (ii) each individual who, as of the Transfer Date, is a former employee of BLC, AHC or any of their current or former Subsidiaries, if such individual’s last employment with any such entity was with AHC or one of its current or former Subsidiaries, (iii) certain other individuals mutually agreed to by BLC and AHC, and (iv) each beneficiary or alternate payee under the GBD Pension Plan of a person described in (i), (ii) or (iii) above. Concurrently with the execution and delivery of this Agreement, BLC has provided to AHC a list of the individuals who, to BLC’s knowledge, would constitute the Transferred Participants if the Transfer(s) were to occur as of the date of this Agreement. BLC will provide an updated list of Transferred Participants as soon as practicable following the Transfer Date, but in no event any later than the dates set forth in Section 4(e) hereof; provided, however, that such list is not exclusive, and in the event of any conflict between the description of Transferred Participants in the first sentence of this Section 1(a) and such list, the first sentence of this Section 1(a) will govern. For purposes of this Agreement, “
Sample 1
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Transfer of Assets and Administration. Administration of this Plan was transferred to GMEBS effective September 1, 2023, with the express intent that a minimum of 85% of Plan assets be transferred to GMEBS no later than September 11, 2023, with the remainder of the Plan’s assets, less the amount of any outstanding checks, to be transferred to GMEBS no later than October 10, 2023, to allow GMEBS to make Retirement benefit payments to Retired Participants (and their beneficiaries) on October 1, 2023, and each month thereafter. The trustee, custodian, fund administrator, third party administrator, and other employees or agents of the City of Cartersville who were responsible for the administration of the City's Plan immediately prior to September 1, 2023, are authorized and directed to take any and all reasonably necessary actions to effect the transfer of at least 85% of Retirement Plan assets to GMEBS by September 11, 2023, and the remainder (less the amount of any outstanding checks) by October 10, 2023.
Sample 1
Transfer of Assets and Administration. Administration of this Plan was transferred to GMEBS effective June 2, 2020, with the express intent that a minimum of 85% of Plan assets be transferred to GMEBS no later than June 5, 2020, with the remainder of the Plan’s assets to be transferred to GMEBS no later than August 3, 2020, in order to allow GMEBS to make Retirement benefit payments to Retired Participants (and their beneficiaries) on July 1, 2020, and each month thereafter. The trustee, custodian, fund administrator, third party administrator, and other employees or agents of the City of Hapeville who were responsible for the administration of the City's defined benefit retirement plan immediately prior to June 2, 2020, are authorized and directed to take any and all reasonably necessary actions in order to effect the transfer of at least 85% of retirement plan assets to GMEBS by June 5, 2020, and the remainder by August 3, 2020.
Sample 1

Related to Transfer of Assets and Administration

  • Transfer of Assets and Liabilities On the Effective Date, the rights, privileges, powers and franchises, both of a public as well as of a private nature, of each of the Constituent Corporations shall be vested in and possessed by the Surviving Corporation, subject to all of the disabilities, duties and restrictions of or upon each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, of each of the Constituent Corporations, and all debts due to each of the Constituent Corporations on whatever account, and all things in action or belonging to each of the Constituent Corporations shall be transferred to and vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and all and every other interest, shall be thereafter the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the Merger; provided, however, that the liabilities of the Constituent Corporations and of their shareholders, directors and officers shall not be affected and all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the Merger had not taken place except as they may be modified with the consent of such creditors and all debts, liabilities and duties of or upon each of the Constituent Corporations shall attach to the Surviving Corporation, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it.

  • Transfer of Assets Sell, transfer, lease, or otherwise dispose of any of its assets, except in the ordinary course of business.

  • Transfer of Assets; Assumption of Liabilities (a) Prior to the Distribution, Pinnacle shall effect the steps of the plan and structure set forth on Schedule 2.1(a) (such plan and structure being referred to herein as the “Plan of Reorganization”), including:

  • Segregation of Assets; Nominee Name (a) Bank shall identify in its records that Financial Assets credited to Customer's Securities Account belong to Customer on behalf of the relevant Fund (except as otherwise may be agreed by Bank and Customer).

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • No Transfer of Assets Neither Seller nor its Related Persons will make any transfer of pension or other employee benefit plan assets to Buyer.

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to Buyer (or a wholly-owned subsidiary of Buyer), and Buyer agrees to purchase from Seller, all the assets, properties, and business of Seller used in the Business of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, all of which are collectively referred to herein as the “Purchased Assets", including but not limited to, the following:

  • Sale and Transfer of Assets Closing 2.1 Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including but not limited to the following (but excluding the Excluded Assets):

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

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