Transfer of Certain Assets and Benefit Sample Clauses

Transfer of Certain Assets and Benefit. Liabilities from the Sybron Retirement Security Plan. Effective as of the date established pursuant to Section 5.1(a), (i) the SDS Retirement Security Plan shall assume and be solely responsible for all benefit liabilities for eligible Active Dental Business Employees and their beneficiaries under the Sybron Retirement Security Plan, and (ii) Sybron shall cause the accrued benefits of such Active Dental Business Employees and their beneficiaries under the Sybron Retirement Security Plan and the assets attributable thereto that are held by its related trust as of such date to be transferred to the SDS Retirement Security Plan and its related trust, and SDS shall cause such transferred accrued benefits and assets to be accepted by the SDS Retirement Security Plan and its related trust. Sybron agrees to cause the trustee of the trust related to the Sybron Retirement Security Plan to transfer assets to the trustee of the trust related to the SDS Retirement Security Plan equal to the present value of the benefits that would be provided exclusively by the Plan assets pursuant to section 4044 of ERISA and the regulations thereunder if the Plan terminated, to the extent permitted under section 414(l) of the Code and in accordance with Schedule 3. Sybron's actuaries shall provide a certification that such transfer complies with section 414(l) of the Code. The assets to be transferred shall be computed as of the Effective Date and shall be adjusted as of the asset transfer date established pursuant to Section 5.1(a) in the manner described in Schedule 3. Sybron and SDS agree to comply with all applicable rules and procedures established by the Internal Revenue Service and the Pension Benefit Guaranty Corporation in connection with the transfer of assets described in this Section 5.1(b). In the event that the assets transferred from the trust related to the Sybron Retirement Security Plan to the trust related to the SDS Retirement Security Plan are less than the related benefit liabilities, the amount of the shortfall shall be recorded as an Assumed Liability (as defined in the Assignment Agreement) of SDS. In the event the assets transferred from the trust related to the Sybron Retirement Security Plan to the trust related to the SDS Retirement Security Plan are greater than the related benefit liabilities, the amount of the excess shall be deducted from the Assumed Liability (as so defined) of SDS. Upon the transfer of assets to the SDS Retirement Security Plan, SD...
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Transfer of Certain Assets and Benefit. Liabilities to the SDS Savings and Thrift and Union Savings and Thrift Plans.
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Transfer of Certain Assets and Benefit. Liabilities from the Sybron Defined Benefit Pension Plan for Selected Non-U.S. Employees. Effective as of the Effective Date or such later date upon which Sybron and SDS mutually agree, (i) the SDS Transnational Retirement Scheme shall assume and be solely responsible for all benefit liabilities for eligible Dental Business Employees and their beneficiaries under the Sybron Defined Benefit Pension Plan for Selected Non-U.S. Employees, and (ii) Sybron shall cause the accrued benefits of such Dental Business Employees and their beneficiaries under the Sybron Defined Benefit Pension Plan and the assets attributable thereto that are held in its related contract, trust, insurance policy, or other funding vehicle as of such date to be transferred to the SDS Transnational Retirement Scheme and its related contract, trust, insurance policy or other funding vehicle, and SDS shall cause such transferred accrued benefits and assets to be accepted by the SDS Transnational Retirement Scheme and its related contract, trust, insurance policy or other funding vehicle.
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Transfer of Certain Assets and Benefit. Liabilities From the Sybron Cafeteria Plan. Effective as of the date established pursuant to Section 8.1(a), (i) the SDS Cafeteria Plan shall assume and be solely responsible for all benefit liabilities of eligible Dental Business Employees and their dependents or beneficiaries under the Sybron Cafeteria Plan, and (ii) Sybron shall cause the benefit liabilities of such eligible Dental Business Employees and their dependents or beneficiaries and the assets attributable thereto as of such date to be transferred from the Sybron Cafeteria Plan to the SDS Cafeteria Plan, and SDS shall cause such transferred benefit liabilities and assets to be accepted by the SDS Cafeteria Plan. The elections that eligible Dental Business Employees made under the Sybron Cafeteria Plan for the plan year of such Plan during which the date established pursuant to Section 8.1(a) occurs and which are in force with respect to that Plan on such date shall remain in force, for the remainder of such plan year, under the SDS Cafeteria Plan.
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Related to Transfer of Certain Assets and Benefit

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • Termination of Certain Contracts Purchaser shall have received evidence reasonably acceptable to Purchaser that the Contracts set forth on Schedule 10.3(e)(ix) involving any of the Target Companies and/or Sellers or other Related Persons shall have been terminated with no further obligation or Liability of the Target Companies thereunder.

  • Allocation of Certain Expenses Each Shareholder will, at the discretion of the Trustees, indemnify the Trust against all expenses and losses resulting from indebtedness incurred in connection with facilitating (i) requests pending receipt of the collected funds from investments sold on the date of such Shareholder’s redemption request; (ii) redemption requests from such Shareholder who has also notified the Trust of its intention to deposit funds in its accounts on the date of said redemption request; or (iii) the purchase of investments pending receipt of collected funds from such Shareholder who has notified the Trust of its intention to deposit funds in its accounts on the date of the purchase of the investments.

  • Application of Certain Payments Each payment of principal shall be applied to such Loans as the Company shall direct by notice to be received by the Agent on or before the date of such payment or, in the absence of such notice, as the Agent shall determine in its discretion. Concurrently with each remittance to any Bank of its share of any such payment, the Agent shall advise such Bank as to the application of such payment.

  • Assumption of Certain Liabilities (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing, and from and after the Closing Purchaser shall pay, perform, and discharge when due, all the liabilities, obligations, and commitments of Seller arising from or related to the Acquired Assets to the extent such liabilities, obligations, and commitments relate to the period from and after the Closing (the “Assumed Liabilities”).

  • Notification of Certain Changes Promptly (and in no case later than the earlier of (i) three (3) Business Days after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notification to Agent in writing of (A) the occurrence of any Default or Event of Default, (B) the occurrence of any event that has had, or may have, a Material Adverse Effect, (C) any change in any Loan Party’s officers or directors, (D) any investigation, action, suit, proceeding or claim (or any material development with respect to any existing investigation, action, suit, proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party (in his or her capacity as an officer or director of a Loan Party), the Collateral or which may result in a Material Adverse Effect, (E) any material loss or damage to the Collateral, (F) any event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, any Default, or any Event of Default, or which would make any representation or warranty previously made by any Loan Party to Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (G) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (H) any change in any Loan Party’s certified independent accountant. In the event of each such notice under this Section 7.15(h), Borrower Representative shall give notice to Agent of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

  • Collection of Certain Home Equity Loan Payments The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Home Equity Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable Insurance Policy, follow collection procedures for all Home Equity Loans at least as rigorous as those described in the FNMA Guide. Consistent with the foregoing, the Servicer may in its discretion waive or permit to be waived any late payment charge, prepayment charge, assumption fee or any penalty interest in connection with the prepayment of a Home Equity Loan or any other fee or charge which the Servicer would be entitled to retain hereunder as servicing compensation. In the event the Servicer shall consent to the deferment of the due dates for payments due on a Note, the Servicer shall nonetheless make payment of any required Delinquency Advance with respect to the payments so extended to the same extent as if such installment were due, owing and Delinquent and had not been deferred, and shall be entitled to reimbursement therefor in accordance with Section 8.09(a) hereof.

  • Collection of Certain Mortgage Loan Payments The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, however, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely advances on such Mortgage Loan during such extension pursuant to Section 4.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as "forbearance"). The Servicer's analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 shall be reflected in writing in the Mortgage File.

  • Termination of Certain Provisions 46 SECTION 7.14.

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