Transfer of Plan Assets Sample Clauses

Transfer of Plan Assets. No later than 30 days after the Closing Date, the Buyer shall deliver to the Seller (a) a copy of the Buyer's Plan and any amendment necessary to effectuate the transfer of assets and the assumption of account balances in accordance this Section and to preserve any benefits protected from elimination or modification under Code Section 411(d)(6), (b) a copy of the trust agreement for the Buyer's Plan, and either, (c) the most recent favorable determination letter from the IRS with respect to the Buyer's Plan, or (d) an opinion from the Buyer's legal counsel acceptable to the Seller that the Buyer's Plan document(s), as so amended, complies or will comply on a timely basis with the applicable provisions of the Code relating to the qualification of, and the transfer of assets and assumption of benefit liabilities by, the Buyer's Plan. As soon as practicable, but in no event later than 90 days after the Buyer has established or designated the Buyer's Plan, the Seller shall cause the Seller's Plan to transfer to the Buyer's Plan the value of Affected Participants' account balances in the Seller's Plan as of the transfer date, including shares of NS Group, Inc. Common Stock having a fair market value equal to the aggregate value of the Affected Participants' account balances invested in the NS Group Common Stock Fund under the Seller's Plan as of the transfer date. Prior to the transfer of assets, the Seller shall certify in a form acceptable to the Buyer as follows: (1) that the assets being transferred to the Buyer's Plan equal the liabilities associated with the Affected Participants under the Seller's Plan; (2) that the assets being transferred to the Buyer's Plan from the Seller's Plan were calculated in accordance with the provisions of the Seller's Plan, Section 414(l) of the Internal Revenue Code, and Section 1.414(l)-1 of the Treasury Department Regulations; and (3) that the transfer of assets to the Buyer's Plan from the Seller's Plan will satisfy the requirements of Section 414(l) of the Internal Revenue Code and Section 1.414(l)-1 of the Treasury Department Regulations. Upon such transfer and certification, the Buyer, Imperial and the Buyer's Plan shall be responsible for all benefits attributable to Affected Participants' accounts and the Seller and the Seller's Plan shall cease to have any liability for such benefits or accounts.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Transfer of Plan Assets. At least 30 days prior to the Benefit Transition Date, TRW shall file with the IRS notice on IRS Form 5310-A regarding the transfer of assets and liabilities from the TRW SSP and related trust to the TRW Automotive SSP and related trust. Effective on the Benefit Transition Date, or such later date determined by TRW, the account balances of TRW Automotive Participants shall be transferred in kind to the TRW Automotive SSP and related trust. Effective as of the date of such transfer, TRW Automotive hereby assumes, and agrees to fully perform, pay and discharge, and agrees to cause the TRW Automotive SSP and its related Trust to assume, and to fully perform, pay and discharge, all accrued benefit and other Liabilities of TRW or any of its Subsidiaries, the TRW SSP and its related trust under the TRW SSP and its related trust with respect to all TRW Automotive Participants.
Sample 1Sample 2
Transfer of Plan Assets. In the event of any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the Trust Fund to another trust fund held under any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of this Plan, the assets of the Trust Fund applicable to such Participants shall be transferred to the other trust fund only if: (a) each Participant would, if either this Plan or the other Plan then terminated, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if the Plan had then terminated;
Sample 1
Transfer of Plan Assets. The determination of the Pension Transfer Amount and the allocation of Pension Plan assets and liabilities pursuant to Section 4.02 and the determination and transfer of assets from Xxxx-XxXxx pursuant to Section 8.03, may be audited on behalf of both Xxxx-XxXxx and Tronox by a consulting firm to be determined jointly by Xxxx-XxXxx and Tronox. The scope of such audit shall be limited to the accuracy of the final data relied upon and the accuracy of the computation and adherence to the methodology specified in this Agreement and, except as set forth in the last sentence of this Section 11.05(a), such audit shall not be binding on the parties. The auditing firm shall provide its report to both Xxxx-XxXxx and Tronox. No other audit shall be conducted with respect to the transfer or allocation of plan assets. The costs of such audit shall be shared proportionately to the asset split between Xxxx-XxXxx and Tronox, or, at each company’s discretion and to the extent allocable thereto, by their respective Retirement Plans. To the extent such audit recommends a change to the value of assets allocated to any Tronox Plan of less than 0.25% of the amount originally determined by Xxxx-XxXxx’x actuaries under each of Sections 4.02 and 8.03, as applicable to each transfer, the original determination shall be binding on the parties and shall not be subject to the dispute resolution process provided under the Principal Agreement. To the extent such audit recommends such a change of 0.25% or more, any unresolved dispute between the parties as to whether and how to make any change in response to such recommendation shall be subject to the dispute resolution process provided under the Principal Agreement.
Sample 1
Transfer of Plan Assets. On the Closing Date or as soon as reasonably practicable thereafter following notice from the Xxxxx Entities, DESC shall, and shall cause the JV Entities to, (i) transfer cash and/or securities having an aggregate market value equal to 3,500,000 Mexican Pesos to a trust or other appropriate funding vehicle created by Buyer for the sole purpose of satisfying obligations arising under the Plan with respect to Business Employees, (ii) make any filings and submissions to the appropriate governmental agencies arising in connection with such transfer of assets, and (iii) make all necessary amendments to such Plan and related agreements to provide for such transfer of assets, provided that, none of DESC or any of the JV Entities shall have any obligation to transfer assets pursuant to this sentence unless DESC is satisfied in its reasonable discretion, based on the advice of legal counsel, that the trust or other funding vehicle created by Buyer for receipt of such assets complies with applicable Law such that neither DESC nor any JV Entity nor any Affiliate thereof will suffer any adverse Tax consequences as a result of transferring assets to such trust or other appropriate funding vehicle pursuant to this Section 3.04(e).
Sample 1
Transfer of Plan Assets. Except as otherwise specified in this Agreement or as otherwise mutually agreed by Allegheny and Supply Holdco from time to time, with respect to each Allegheny Plan, Allegheny shall transfer to Supply Holdco an amount equal to trust assets and other related assets as consistent with the applicable Plan transition that arises out of or relates to Supply Holdco's interest in such Allegheny Plan. Notwithstanding the foregoing, the Liabilities and or assets attributable to Allegheny Retired Employees shall be determined as provided in Schedule 2.1(a).
Sample 1
Transfer of Plan Assets. In connection with the trust-to-trust transfer of assets from the trust established under the BFG RPSP to the trust established under Westlake's Savings Plan: (A) BFG and Westlake each warrant to the other that all applicable provisions of the Code and regulations promulgated thereunder will be complied with in effecting such asset transfer, and Westlake does further warrant, conditioned on BFG's warranty that it is transferring to Westlake's Savings Plan the entire accrued benefit of each Plant Employee electing to do so, that the Plant Employees' accrued benefits under Westlake's Savings Plan immediately after such transfer of assets shall not be less than such Plant Employees' accrued benefits transferred from the BFG RPSP to the trust under Westlake's Savings Plan immediately prior to such transfer or funding. This warranty is limited to the accrued benefits transferred; (B) At least thirty (30) days prior to any scheduled transfer of trust assets, BFG and Westlake agree to provide each other copies of their respective savings plans; (C) At least seven (7) days prior to any transfer of trust assets, Westlake shall provide BFG with an opinion of Westlake's counsel, substantially in the form attached as Exhibit 5.3(d)(iii)(a) hereto, and BFG shall provide Westlake with an opinion of its counsel, who may be an employee of The X.X.Xxxxxxxx Company, in substantially the form attached hereto as Exhibit 5.3(d)(iii)(b); (D) Westlake and BFG shall, in connection with such transfer, cooperate in making all appropriate filings required under the Code or the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations thereunder; (E) Any qualified domestic relations orders (as defined in Code Section 414(p)) received by BFG with respect to any assets transferred to Westlake's Savings
Sample 1
AutoNDA by SimpleDocs
Transfer of Plan Assets. In the event of any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the Trust Fund to another trust fund held under any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants of this Plan, the assets of the Trust Fund applicable to such Participants shall be transferred to the other trust fund only if: (a) each Participant would, if either this Plan or the other Plan then terminated, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if the Plan had then terminated; (b) resolutions of the Board of Directors of the Employer of the affected Participants shall authorize such transfer of assets and, in the case of the new or successor employer of the affected Participants, its resolutions shall include an assumption of liabilities with respect to such Participant's inclusion in the new employer's plan; (c) such other plan and trust are qualified under Code Sections 401(a) and 501(a); and (d) the Trustee is authorized to make or receive such direct transfers at the direction of the Company.
Sample 1

Related to Transfer of Plan Assets

  • Transfer of Funds From such funds as may be available for the purpose in the relevant Fund Custody Account, and upon receipt of Proper Instructions specifying that the funds are required to redeem Shares of the Fund, the Custodian shall wire each amount specified in such Proper Instructions to or through such bank or broker-dealer as the Trust may designate.

  • Transfer of Agreement Without prior written consent of the WFOE, the Existing Shareholders or the Domestic Company may not assign its rights and obligations hereunder to any third party.

  • 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 Possession Possession of the Property shall be transferred to Purchaser at the time of Closing subject to the Permitted Encumbrances.

  • Transfer of Servicing Each Seller agrees that it shall provide written notice to the Trustee and the Master Servicer thirty days prior to any transfer or assignment by such Seller of its rights under any Servicing Agreement or of the servicing thereunder or delegation of its rights or duties thereunder or any portion thereof to any Person other than the initial Servicer under such Servicing Agreement; provided, that (i) each Seller shall not be required to provide prior notice of any transfer of servicing that occurs within three months following the Closing Date to an entity that is a Servicer on the Closing Date or (ii) Xxxxxx Holdings shall be required to provide notice of any transfer of servicing rights by either of them to the other. In addition, the ability of each Seller to transfer or assign its rights and delegate its duties under any Servicing Agreement (other than a transfer of servicing rights between Xxxxxx Holdings and Xxxxxx Bank) or to transfer the servicing thereunder to a successor servicer shall be subject to the following conditions: (i) Such successor servicer must be qualified to service loans for FNMA or FHLMC; (ii) Such successor servicer must satisfy the seller/servicer eligibility standards in the applicable Servicing Agreement, exclusive of any experience in mortgage loan origination, and must be reasonably acceptable to the Master Servicer, whose approval shall not be unreasonably withheld; (iii) Such successor servicer must execute and deliver to the Trustee and the Master Servicer an agreement, in form and substance reasonably satisfactory to the Trustee and the Master Servicer, that contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed and observed by the applicable Servicer under the applicable Servicing Agreement or, in the case of a transfer of servicing to a party that is already a Servicer pursuant to this Agreement, an agreement to add the related Mortgage Loans to the Servicing Agreement already in effect with such Servicer; (iv) If the successor servicer is not a Servicer of Mortgage Loans at the time of transfer, there must be delivered to the Trustee a letter from each Rating Agency to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates; (v) The related Seller shall, at its cost and expense, take such steps, or cause the terminated Servicer to take such steps, as may be necessary or appropriate to effectuate and evidence the transfer of the servicing of the Mortgage Loans to such successor servicer, including, but not limited to, the following: (A) to the extent required by the terms of the Mortgage Loans and by applicable federal and state laws and regulations, the related Seller shall cause the prior Servicer to timely mail to each obligor under a Mortgage Loan any required notices or disclosures describing the transfer of servicing of the Mortgage Loans to the successor servicer; (B) prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to transmit to any related insurer notification of such transfer of servicing; (C) on or prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to deliver to the successor servicer all Mortgage Loan Documents and any related records or materials; (D) on or prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to transfer to the successor servicer, or, if such transfer occurs after a Remittance Date but before the next succeeding Deposit Date, to the Master Servicer, all funds held by the applicable Servicer in respect of the Mortgage Loans; (E) on or prior to the effective date of such transfer of servicing, the related Seller shall cause the prior Servicer to, after the effective date of the transfer of servicing to the successor servicer, continue to forward to such successor servicer, within one Business Day of receipt, the amount of any payments or other recoveries received by the prior Servicer, and to notify the successor servicer of the source and proper application of each such payment or recovery; and (F) the related Seller shall cause the prior Servicer to, after the effective date of transfer of servicing to the successor servicer, continue to cooperate with the successor servicer to facilitate such transfer in such manner and to such extent as the successor servicer may reasonably request.

  • 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.

  • 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 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.

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

  • Transfer of Rights This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!