Transferor Defined Benefit Plans
Transferor Defined Benefit Plans Sample Clauses
Related to Transferor Defined Benefit Plans
Defined Benefit Plans The Company has not maintained or contributed to a defined benefit plan as defined in Section 3(35) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). No plan maintained or contributed to by the Company that is subject to ERISA (an “ERISA Plan”) (or any trust created thereunder) has engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) that could subject the Company to any material tax penalty on prohibited transactions and that has not adequately been corrected. Each ERISA Plan is in compliance in all material respects with all reporting, disclosure and other requirements of the Code and ERISA as they relate to such ERISA Plan, except for any noncompliance which would not result in the imposition of a material tax or monetary penalty. With respect to each ERISA Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code, either (i) a determination letter has been issued by the Internal Revenue Service stating that such ERISA Plan and the attendant trust are qualified thereunder, or (ii) the remedial amendment period under Section 401(b) of the Code with respect to the establishment of such ERISA Plan has not ended and a determination letter application will be filed with respect to such ERISA Plan prior to the end of such remedial amendment period. The Company has never completely or partially withdrawn from a “multiemployer plan,” as defined in Section 3(37) of ERISA.
Defined Benefit Plan A plan under which a Participant’s benefit is determined by a formula contained in the plan and no Employee accounts are maintained for Participants.
DEFINED BENEFIT PLAN LIMITATION If the Employer maintains a defined benefit plan, or has ever maintained a defined benefit plan which the Employer has terminated, then the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Participant for any Limitation Year must not exceed 1.0. The Employer must provide in Adoption Agreement Section 3.18 the manner in which the Plan will satisfy this limitation. The Employer also must provide in its Adoption Agreement Section 3.18 the manner in which the Plan will satisfy the top heavy requirements of Code Section 416 after taking into account the existence (or prior maintenance) of the defined benefit plan.
Defined Benefit Pension Plans The Borrower will not adopt, create, assume or become a party to any defined benefit pension plan, unless disclosed to the Lender pursuant to Section 5.10.
Seller Benefit Plans Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.
Stock-Based Employee Benefit Plans Parent and SpinCo shall take all actions as may be necessary to approve the grants of adjusted equity awards by Parent (in respect of Parent Shares) and SpinCo (in respect of SpinCo Shares) in connection with the Distribution in order to satisfy the requirements of Rule 16b-3 under the Exchange Act.
ERISA; Benefit Plans Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (A)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date hereof were, in whole or in part, the responsibility of the Seller or any Seller Subsidiary or (2) respecting which the Seller or any Seller Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Seller ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Seller or any Seller Subsidiary (each plan described in this clause (C) and each Seller ERISA Pension Plan being a "Seller ERISA Benefit Plan"), (ii) states the termination date of each Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Seller has provided Apple with (i) true, complete and correct copies of (A) each Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan, (B) each trust agreement related thereto and (C) all amendments to those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Seller nor any Seller Subsidiary is, or at any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Seller or a Seller Subsidiary was a member, among its members any Person other than the Seller and the Seller Subsidiaries and (ii) no Person is an ERISA Affiliate of the Seller or any Seller Subsidiary (other than the Seller or any Seller Subsidiary in the case of any other Seller Subsidiary or any Seller Subsidiary in the case of the Seller, if the Seller and the Seller Subsidiaries comprise an ERISA Group).
Welfare, Pension and Incentive Benefit Plans During the Employment Period, the Executive (and his eligible spouse and dependents) shall be entitled to participate in all the welfare benefit plans and programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, disability, accidental death and dismemberment and travel accident insurance plans and programs. In addition, during the Employment Period, the Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.
Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.
Executive Benefit Plans The Executive will be eligible to participate in any executive benefit plans offered by the Company including, without limitation, medical, dental, short-term and long-term disability, life, pension, profit sharing and nonqualified deferred compensation arrangements, as the Board may determine in its discretion. The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly situated officers.
