Transfer of Pension Plan Assets Sample Clauses

Transfer of Pension Plan Assets. The assets of the Pension Plans (excluding Canadian Employee Plans or the Transfer 401(k) Plan) shall be transferred from the trusts pursuant thereto (the "Seller Pension Trust") to one or more pension trusts to be established by Buyer (the "Buyer Pension Trust"). Such transfers shall occur as soon as practicable following the last day of the calendar month in which the Closing Date occurs (the "Transfer Date") and shall be made in cash or in kind as the parties shall agree, except that the full fair market value of any non-publicly traded securities (as mutually agreed by the parties) shall be transferred in cash. If, within 60 days following the Transfer Date as of which benefit payments are due to any participant or beneficiary in any of the Pension Plans, Buyer informs Sellers that the Buyer Pension Trust is not administratively able to make any such payment, Buyer shall cause the Buyer Pension Trust to transfer, in cash, the amount of any such payments to the Seller Pension Trust and Sellers shall cause such trust to make such payment.
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Transfer of Pension Plan Assets. With respect to both the Retirement Plan of Marathon Oil Company and the Marathon Petroleum Retirement Plan the Parties agree that with respect to the transfers from each respective plan pursuant to Section 3.1(b), assets and any related earnings or losses shall be determined and transferred from each plan’s trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, Section 208 of ERISA and the assumptions and valuation methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA as of the Distribution Date as set forth in Schedule 2 to this Agreement. The transfer occurring pursuant to Section 3.1(c) will use the same assumptions and valuation methodology; provided however, adjustments to the assets and liabilities associated with each individual who transfers after May 31, 2011 will be made to reflect current accrued benefits and associated liabilities and asset values through the transfer date for each such individual.
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Transfer of Pension Plan Assets. With respect to both the Retirement Plan of Marathon Oil Company and the Marathon Petroleum Retirement Plan the Parties agree that with respect to transfers from each respective plan, assets and any related earnings or losses shall be determined and transferred from each plan’s trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, Section 208 of ERISA and the assumptions and valuation methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA as of the Distribution Date as set forth in Schedule 2 to this Agreement.
Sample 1
Transfer of Pension Plan Assets. (a) The assets of Alco's Group Trust Fund allocable to the Transferred Plans and to the portion of the Alco Pension Plan that is to be transferred to the Unisource Pension Plan shall be transferred in kind to one or more trusts established by Unisource for the Unisource plans. Within 30 days after the Effective Date, Alco shall transfer to the Unisource trust an amount that Alco and Unisource deem sufficient to cover all benefit payments required to be made with respect to Active Unisource Employees under the Unisource pension plans before the date on which the final asset transfer occurs. The remaining assets shall be transferred as soon as is practicable after the actuaries finalize their calculation of the amount to be transferred, and after receipt of any governmental approvals.
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Transfer of Pension Plan Assets 
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Related to Transfer of Pension Plan Assets

  • No Transfer of Servicing With respect to the retention of the Company to service the Mortgage Loans hereunder, the Company acknowledges that the Purchaser has acted in reliance upon the Company's independent status, the adequacy of its servicing facilities, plan, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without in any way limiting the generality of this Section, the Company shall not either assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof, or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written approval of the Purchaser, which consent shall be granted or withheld in the Purchaser's sole discretion. Without in any way limiting the generality of this Section 8.05, in the event that the Company either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof without (i) satisfying the requirements set forth herein or (ii) the prior written consent of the Purchaser, then the Purchaser shall have the right to terminate this Agreement, without any payment of any penalty or damages and without any liability whatsoever to the Company (other than with respect to accrued but unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third party.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • 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 Servicing On the related Transfer Date, if any, the Purchaser, or its designee, shall assume all servicing responsibilities related to, and the Seller cease all servicing responsibilities related to, the related Mortgage Loans subject to such Transfer Date. On or prior to the related Transfer Date, the Seller shall, at its sole cost and expense, take such steps as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the related Mortgage Loans to the Purchaser, or its designee, including but not limited to the following:

  • 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.

  • Not Plan Assets; No Prohibited Transactions None of the assets of the Borrower, any other Loan Party or any other Subsidiary constitutes “plan assets” within the meaning of ERISA, the Internal Revenue Code and the respective regulations promulgated thereunder. Assuming that no Lender funds any amount payable by it hereunder with “plan assets,” as that term is defined in 29 C.F.R. 2510.3-101, the execution, delivery and performance of this Agreement and the other Loan Documents, and the extensions of credit and repayment of amounts hereunder, do not and will not constitute “prohibited transactions” under ERISA or the Internal Revenue Code.

  • Use of Employee Plan Assets (a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • Plan Assets Seller is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Purchased Assets are not “plan assets” within the meaning of 29 CFR § 2510.3 101 as amended by Section 3(42) of ERISA, in Seller’s hands, and transactions by or with Seller are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.

  • No Plan Assets Borrower is not an "employee benefit plan," as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of Borrower constitutes or will constitute "plan assets" of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) Borrower is not a "governmental plan" within the meaning of Section 3(32) of ERISA and (b) transactions by or with Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Loan Agreement.

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