Transfer of Pension Assets Sample Clauses

Transfer of Pension Assets. The Vendor shall pay out from the Canadian Pacific Railway Company Pension Plan (the "Pension Plan"), in such manner and at such time as may be directed by the Purchaser and each Employee, an amount or assets in an amount equal to the actuarial liability for the benefits which would have been payable under the Pension Plan for services prior to the Closing Date with respect to all Employees of the Vendor who accept employment with the Purchaser if the "final average earnings" of those Employees under the Pension Plan had been increased to levels projected in accordance with the actuarial assumptions currently used in connection with the Pension Plan. The amount of such actuarial liability shall otherwise be determined in accordance with the actuarial assumptions currently used in connection with the Pension Plan. The Vendor and the Purchaser will use all reasonable efforts to determine the amount of such actuarial liability as soon as possible after the Closing. In the event of any dispute over the amount of such actuarial liability, the amount not in dispute shall be transferred to the Purchaser's pension plan as soon as possible and the disputed amount shall be settled by final and binding arbitration pursuant to the COMMERCIAL ARBITRATION ACT (British Columbia), as amended from time to time.
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Transfer of Pension Assets. Schedule 9 to the Ethical Share Purchase Agreement, which is attached as Annex VIII hereto, shall be applied by Seller and Purchaser in connection with the transfer of assets relating to the pension benefits of the Company's employees who participate in the Cross Vetpharm Group Limited Pension Fund to a new pension fund to be established by the Company after the Closing Date. Notwithstanding the provisions of the first sentence of paragraph 5.1 of Schedule 9, Seller shall procure that such transfer of assets to such new pension fund is effected.
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Transfer of Pension Assets. Under Section 4.1(b) of the Personnel Agreement, the parties have agreed to transfer certain assets from the Master Trust to the Successor Trust (as those terms are defined in the Personnel Agreement). In connection with the transfer of assets, the parties further agree to the following: (a) Effective December 31, 1997, Seller will cause the Master Trust to transfer to the Successor Trust that portion of the assets of the Master Trust allocable to the CD Int Retirement Plan (as the term is defined in the Personnel Agreement) in the manner set forth in paragraphs 7(b) - (e). The CD Int Retirement Plan's allocable share of the assets of the Master Trust as of December 31, 1997 will be determined by the trustee of the Master Trust in accordance with the terms of the applicable Master Retirement Trust Agreement and the settlement liability allocation described in paragraph 7(f). (b) The CD Int Retirement Plan's allocable share of the following securities and cash maintained in the Master Trust as of December 31, 1997 shall be transferred in-kind to the Successor Trust: (1) The securities and cash as of that date in investment accounts within the Master Trust managed by the following investment managers: Jexxxxxx Associates Capital Corp.; Nexxxxxxx & Bexxxx; J.&W. Sexxxxxx & Co. Incorporated; GlobeFlex Capital, L.P.; Loxxxx, Saxxxx & Company, L.P.; and Investment Advisers, Inc. Securities in each of these investment accounts will be allocated on a holding by holding basis, with the amount of each security to be received by the Successor Trust to be rounded down to the nearest round lot (100 shares in the case of equities, $1,000 principal amount in the case of debt securities). The Master Trust will concurrently transfer to the Successor Trust cash in an amount equal to the closing market value on December 31, 1997 of the odd-lot securities that would otherwise have been part of the CD Int Retirement Plan's allocable share of the securities in these investment accounts. (2) The participating units, cash and other securities as of that date in the investment account within the Master Trust managed by ERE Yarmouth Prime Property Fund. (3) The securities and cash as of that date in the Imprest Account within the Master Trust. (c) The CD Int Retirement Plan's allocable share of the participating units and cash as of December 31, 1997 in the investment account within the Master Trust managed by Bankers Trust Company shall be redeemed by Bankers Trust Company on Dece...
Sample 1
Transfer of Pension Assets. On a day which is within ninety (90) days after the latest of (A) the date upon which U.S. Purchaser delivers to U.S. Seller notice that U.S. Purchaser’s actuaries, pursuant to Section 9.3(a) of this Agreement, have reviewed the calculations of U.S. Seller’s actuaries and are satisfied that such calculations are in accordance with this Agreement, or (B) the day upon which U.S. Purchaser delivers to U.S. Seller a copy of a favorable IRS determination letter or an opinion, reasonably satisfactory to U.S. Seller’s counsel, of U.S. Purchaser’s counsel, in either case, to the effect that the terms of Purchaser’s Salaried Pension Plan and Purchaser’s Hourly Pension Plan and their related trusts qualify, as to form, under Section 401(a) and Section 501(a) of the Code, or (C) the day upon which U.S. Seller delivers to Purchaser a copy of a favorable IRS determination letter or an opinion, reasonably satisfactory to U.S. Purchaser’s counsel, of U.S. Seller’s counsel, in either case, to the effect that the terms of the Textron Master Retirement Plan and related trust (as each has been amended to date) qualify, as to form, under Section 401(a) and Section 501(a) of the Code, U.S. Seller shall cause the trustee under Seller’s Salaried Pension Benefit Plan and the Seller’s Hourly Master Pension Benefit Plan trust (“Seller’s Trustee”) to transfer to the trustee of Purchaser’s Salaried Pension Plan and Purchaser’s Hourly Pension Plan (“Purchaser’s Trustee”), respectively, assets in an amount equal to the amount in respect of the applicable plan computed pursuant to Section 9.3(a)(v), but not less than the amount necessary to satisfy the applicable requirements of Sections 414(1) and 401(a)(12) of the Code, which amount will be calculated using the actuarial assumptions and methodologies set forth in Section 9.3(a)(v).
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Related to Transfer of Pension Assets

  • Transfer of Contracts 33.1 The contractor shall not abandon, transfer, cede assign or sublet a contract or part thereof without the written permission of the purchaser.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Campaign Contribution Restrictions For all State contracts as defined in C.G.S. § 9-612(g) the authorized signatory to this Contract expressly acknowledges receipt of the State Elections Enforcement Commission’s (“SEEC”) notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principles of the contents of the notice. See Form reproduced and inserted below.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • Transfer of Loan (a) Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable, provided that such parties shall be subject to any Confidentiality Agreement then in effect between Lender and Borrower or Guarantor with respect to this Loan, if any. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish consent of any borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense, provided that such parties shall be subject to any Confidentiality Agreement that is entered into by Lender with any such borrower, guarantor or indemnitor that is specific to this Loan. “Rating Agency” shall mean any one or more credit rating agencies approved by Lender.

  • Sale and Transfer of Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept from the Sellers free and clear of any Liens, other than Permitted Liens, all of the Sellers' right, title and interest at the Closing in and to all of the properties, assets and rights of every kind and description, whether accrued, contingent or otherwise, exclusively related to or exclusively used or held for use in connection with the Business (other than the Excluded Assets), including all assets (other than Excluded Assets) that may have been acquired by the Sellers for use exclusively in connection with the Business between the date hereof and the Closing Date (which shall be collectively referred to herein as the "Purchased Assets"), except for any such assets which may be disposed of, or sold or consumed prior to the Closing Date in the ordinary course of business. The Purchased Assets shall include, without limitation, all of the Sellers' right, title and interest at the Closing in and to all the following (except to the extent they constitute Excluded Assets): (a) all Intellectual Property owned or licensed by each Seller and used in or relating exclusively to the conduct of the Business as set forth on Schedule 2.1(a); (b) all Contracts (other than Excluded Contracts) used in or relating exclusively to the conduct of the Business as set forth on Schedule 2.1(b) to which each Seller is a party (collectively, the "Assumed Contracts"); (c) all rights of each Seller in and to the real property leases used in or relating exclusively to the conduct of the Business, together with all fixtures and other improvements thereon ("Leases"), including the Leases as set forth on Schedule 2.1(c); (d) all accounts receivable, trade receivables and other amounts owing from customers and clients of each Seller; (e) all books, records, customer lists, vendor lists, supplier lists, cost and pricing information, business plans, quality control records and manuals, blueprints, research and development files, used in or relating exclusively to the conduct of the Business; (f) all personal computers, computer hardware and software of each Seller used in or relating exclusively to the conduct of the Business; (g) all inventory used in or relating exclusively to the conduct of the Business, including without limitation, goods, goods-in-transit, supplies, containers, packaging materials, raw materials, work-in-progress, finished goals, samples and other consumables of each Seller; (h) all Permits of each Seller used in or relating exclusively to the conduct of the Business set forth on Schedule 2.1(h); (i) all tangible personal property, including all machinery, vehicles, tools, equipment, furnishings, office equipment, communications equipment, storage tanks, fixtures, furniture, spare and replacement parts, fuel and other tangible property used in or relating exclusively to the conduct of the Business owned or leased by each Seller, including without limitation, as set forth on Schedule 2.1(i); (j) all sales support, sales collateral, promotional materials, advertising materials and productions, sales and marketing files (whether in print or electronic format) including all past and present promotion copy and promotion copy data bases, web images, web copy, and advertising and direct marketing materials of each Seller used in or relating exclusively to the conduct of the Business; (k) all rights, claims (other than Post-Closing Claims), credits, causes of action or rights of set-off against third parties relating exclusively to the Business or affecting any of the Purchased Assets, including, to the extent transferable, claims pursuant to under any manufacturer's warranties, representations and guarantees made by suppliers, manufactures, contractors and other third parties in connection with products or services purchased by or furnished to either Seller used in or relating exclusively to the conduct of the Business or affecting any of the Purchased Assets; (l) all of the issued and outstanding membership interests of Hanford LLC and all of the capital stock of FWENC Massachusetts and FWENC Ohio; (m) all prepaid items and advance payments including, without limitation, credits, charges and prepaid expenses of each Seller used in or relating exclusively to the conduct of the Business and all loans and other advances owing by each Transferred Employee to either Seller, but excluding any cash, cash equivalents and other short term investments of the Sellers and their Subsidiaries; (n) all cash security deposits and xxxxxxx deposits placed with each Seller and with each of its Subsidiaries for the performance of an Assumed Contract or agreement which otherwise constitute a portion of the Purchased Assets; (o) to the extent available, all lists of present customers of the Business, all accounts receivable and notes receivable together with any unpaid interest or fees accrued thereon, or other amounts due with respect thereto of each Seller and any security or collateral therefore including recoverable advances and deposits; and (p) the Business as a going concern, including goodwill.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Campaign Contribution Restriction For all State contracts as defined in Conn. Gen. Stat. § 9- 612(g)(1) having a value in a calendar year of $50,000 or more or a combination or series of such agreements or contracts having a value of $100,000 or more, the authorized signatory to this Contract expressly acknowledges receipt of the State Elections Enforcement Commission's notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice, as set forth in “Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation Limitations,” attached as Exhibit C.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

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