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. 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).
Sample 1
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:
Sample 1
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.
Sample 1

Related to Transfer of Pension Assets

  • Transfer of Permits Seller will use its best efforts to assist Buyer to effect the assignment or other transfer of Permits from Seller to Buyer as of or as soon as practicable after the Closing Date.

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • 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.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Transfer of Loan In the event that Lender transfers the Loan, Borrower shall continue to make payments at the place set forth in the Note until such time that Borrower is notified in writing by Lender that payments are to be made at another place.

  • 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, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Transfer of Loans The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located.

  • 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, but effective as of the Effective Time, 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 the following (but excluding the Excluded Assets):

  • 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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