Transfer of Savings Plan Assets Sample Clauses

Transfer of Savings Plan Assets. Not later than ninety (90) days following the Distribution Date (or such later time as mutually agreed by Myriad and MPI), Myriad shall cause the accounts (including any outstanding loan balances) in the Myriad 401(k) Plan attributable to MPI Participants and all of the assets in the Myriad 401(k) Plan related thereto, to be transferred to the MPI 401(k) Plan and MPI shall cause the MPI 401(k) Plan to accept such transfer of accounts and underlying assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations of the Myriad 401(k) Plan relating to the accounts of MPI Participants (to the extent the assets related to those accounts are actually transferred from the Myriad 401(k) Plan to the MPI 401(k) Plan). Any transfer of assets pursuant to this Section 3.1(b) shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.
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Transfer of Savings Plan Assets. Not later than ninety (90) days following the Forestar Distribution Date (or such later time as mutually agreed by Temple-Inland and Forestar), Temple-Inland shall cause the accounts (including any outstanding loan balances) in the Temple-Inland Savings Plan attributable to Forestar Participants and all of the Assets in the Temple-Inland Savings Plan related thereto, in each case exclusive of accounts and Assets attributable to Temple-Inland Common Stock, Forestar Common Stock, and Guaranty Common Stock, to be transferred in-kind to the Forestar 401(k) Plan, and Forestar shall cause the Forestar 401(k) Plan to accept such transfer of accounts and underlying Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations of the Temple-Inland Savings Plan relating to the accounts of Forestar Participants (to the extent the Assets related to those accounts are actually transferred from the Temple-Inland Savings Plan to the Forestar 401(k) Plan). Not later than ninety (90) days following the Forestar Distribution Date (or such later time as mutually agreed by Forestar and Guaranty), Guaranty shall cause the accounts (including any outstanding loan balances) in the Temple-Inland Savings and Retirement Plan (to be renamed the Guaranty Financial Group Inc. Savings and Retirement Plan (the “Guaranty Savings Plan”)) attributable to Forestar Participants and all of the Assets in the Guaranty Savings Plan related thereto, in each case exclusive of accounts and Assets attributable to Temple-Inland Common Stock, Forestar Common Stock, and Guaranty Common Stock, to be transferred in-kind to the Forestar 401(k) Plan, and Forestar shall cause the Forestar 401(k) Plan to accept such transfer of accounts and underlying Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations of the Guaranty Savings Plan relating to the accounts of Forestar Participants (to the extent the Assets related to those accounts are actually transferred from the Guaranty Savings Plan to the Forestar 401(k) Plan). Temple-Inland and Guaranty shall cause the Temple-Inland Savings Plan and Guaranty Savings Plan, respectively, to provide that Forestar Participants shall continue to participate in the Temple-Inland Savings Plan and Guaranty Savings Plan, as the case may be, in respect of their accounts thereunder attributable to investments in Temple-Inland Common Stock, Forestar Comm...
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Transfer of Savings Plan Assets. Not later than ninety (90) days following the Distribution Date (or such later time as mutually agreed by PPD and Furiex), PPD shall cause the accounts (including any outstanding loan balances) in the PPD 401(k) Plan attributable to Furiex Participants and all of the assets in the PPD 401(k) Plan related thereto, to be transferred to the Furiex 401(k) Plan and Furiex shall cause the Furiex 401(k) Plan to accept such transfer of accounts and underlying assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations of the PPD 401(k) Plan relating to the accounts of Furiex Participants (to the extent the assets related to those accounts are actually transferred from the PPD 401(k) Plan to the Furiex 401(k) Plan). Any transfer of assets pursuant to this Section 3.1(b) shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.
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Transfer of Savings Plan Assets. Not later than ninety (90) days following the Distribution Date (or such later time as mutually agreed by Bentley and CPEX), Bentley shall cause the accounts (including any outstanding loan balances) in the Bentley 401(k) Plan attributable to CPEX Participants and all of the Assets in the Bentley 401(k) Plan related thereto, to be transferred to the CPEX 401(k) Plan and CPEX shall cause the CPEX 401(k) Plan to accept such transfer of accounts and underlying Assets and, effective as of the date of such transfer, to assume and to fully perform, pay and discharge, all obligations of the Bentley 401(k) Plan relating to the accounts of CPEX Participants (to the extent the Assets related to those accounts are actually transferred from the Bentley 401(k) Plan to the CPEX 401(k) Plan). Any transfer of Assets pursuant to this Section 3.1(b) shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.
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Transfer of Savings Plan Assets. (i) Transfer of Assets to the Vlasic Master Savings Trust. CSC shall cause the accounts of the Active Vlasic Employees and their respective alternate payees, if any, under the applicable CSC Savings Plan that are held by its related trust as of the Distribution Date to be transferred to the applicable Vlasic Savings Plan and its related trust, and Vlasic shall cause such transferred accounts to be accepted by such plan and trust. As soon as practicable after the Distribution Date, assets related to the accounts of all Active Vlasic Employees and their alternate payees shall be transferred from the CSC Master Savings Plan Trust to the Vlasic Master Savings Plan Trust. The transfer of such accounts shall be made: (A) in kind, to the extent the assets consist of investments in a CSC Common Stock fund or a Vlasic Common Stock fund and (B) otherwise in cash, interests in mutual funds, securities, or other property or in a combination thereof, at CSC's sole discretion, but, to the extent practicable, shall be invested initially in comparable investment options in the Vlasic Savings Plans as such accounts were invested immediately before the date of transfer. Any outstanding balances of loans under any CSC Savings Plans to Active Vlasic Employees shall be transferred with the underlying accounts.
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Transfer of Savings Plan Assets. As soon as practicable after the Closing Date, Triarc shall cause to be transferred out of the Triarc 401(k) Master Trust the assets of C.H. Patrick & Co., Inc. Retirement Savings Plan into a trust newly established by the Purchaser as is necessary for the purpose of holding the assets of such plan. The parties agree to cooperate in good faith to establish mutually agreeable procedures to effectuate such transfer promptly following the Closing Date.
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Related to Transfer of Savings Plan Assets

  • 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:

  • 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 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.

  • 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.

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

  • 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.

  • 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.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • 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.

  • Consolidation, Merger or Sale or Transfer of Assets or Earnings Power (a) In the event, directly or indirectly, at any time after any Person has become an Acquiring Person, (i) the Company shall merge with and into any other Person, (ii) any Person shall consolidate with the Company, or any Person shall merge with and into the Company and the Company shall be the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the Common Stock shall be changed into or exchanged for stock or other securities of any other Person (or of the Company) or cash or any other property, or (iii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer), in one or more transactions, assets or earning power aggregating 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or one or more of its wholly-owned Subsidiaries), then upon the first occurrence of such event, proper provision shall be made so that: (A) each holder of record of a Right (other than Rights which have become void pursuant to Section 11(a)(ii)) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable (whether or not such Right was then exercisable) immediately prior to the time that any Person first became an Acquiring Person (each as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)), in accordance with the terms of this Agreement and in lieu of Preferred Stock, such number of validly issued, fully paid and non-assessable and freely tradeable shares of Common Stock of the Principal Party (as defined herein) not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (1) multiplying the then current Purchase Price by the number of one one-thousandths of a share of Preferred Stock for which a Right was exercisable immediately prior to the time that any Person first became an Acquiring Person (as subsequently adjusted thereafter pursuant to Sections 11(a)(i), 11(b), 11(c), 11(h), 11(i) and 11(m)) and (2) dividing that product by 50% of the then current per share market price of the Common Stock of such Principal Party (determined pursuant to Section 11(d)(i) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided that the Purchase Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in Section 11(f) of this Agreement to reflect any events occurring in respect of such Principal Party after the date of the such consolidation, merger, sale or transfer; (B) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (C) the term "Company" shall thereafter be deemed to refer to such Principal Party; and (D) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of Common Stock in accordance with Section 9 hereof) in connection with such consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to the shares of its Common Stock thereafter deliverable upon the exercise of the Rights; provided that, upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Stock of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

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