Trust-to-Trust Transfer Sample Clauses

Trust-to-Trust Transfer. As of the Distribution, a member of the B&N Group shall cause to be transferred from the B&N 401(k) Plan to the BNED 401(k) Plan the assets and liabilities relating to the account balances of the BNED Employees (whether vested or unvested) in accordance with the applicable requirements of all applicable laws, including the Code. From and after the time that the transfer is complete, as described in the immediately preceding sentence, a member of the BNED Group shall administer the accounts of BNED Employees in the BNED 401(k) Plan in accordance with all applicable laws, including the Code. Except as otherwise provided for in this Section 8.02, such transfer of assets shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit Liabilities relating to all account balances referred to in the first sentence of this Section 8.02, including such Liabilities for the beneficiaries of the BNED Employees and including such accrued benefit Liabilities arising under any applicable qualified domestic relations order. As of the Distribution, a member of the BNED Group shall direct the trustee of the BNED 401(k) Plan to accept such transfers of assets and Liabilities from the B&N 401(k) Plan. No later than 30 days prior to the date of the transfer of assets and Liabilities pursuant to this Section 8.02, B&N shall, to the extent necessary and with the cooperation of BNED as necessary, file Internal Revenue Service Form 5310-A regarding such transfer of assets and Liabilities from the B&N 401(k) Plan to the BNED 401(k) Plan, as described in this Section 8.02. Following the foregoing transfer, the BNED Group and/or the BNED 401(k) Plan shall assume all Liabilities of the B&N Group under the B&N 401(k) Plan with respect to all participants in the B&N 401(k) Plan whose balances were transferred to the BNED 401(k) Plan and their beneficiaries pursuant to such transfer, and the B&N Group and the B&N 401(k) Plan shall have no Liabilities to provide such participants with benefits under the B&N 401(k) Plan following such transfer. B&N and BNED shall use reasonable efforts to minimize the duration of any “blackout period” imposed in connection with each transfer of account balances from the B&N 401(k) Plan to the BNED 401(k) Plan. BNED will cooperate with B&N in effecting a transition of all outstanding 401(k) loans of BNED Employees in a manner designed to prevent a deemed distribution. BNED shall indemnify, defend and hold harmless th...
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Trust-to-Trust Transfer. As of January 3, 2014 (the “401(k) Transfer Date”), TWX caused to be transferred from the TWX 401(k) Plan to the Time 401(k) Plan the assets and Liabilities relating to the account balances of the participants who were, as of such date, Time Employees or Salary Continuation Former Employees (whether vested or unvested as of the 401(k) Transfer Date), in accordance with the requirements of all applicable laws, including ERISA and the Code. From and after the 401(k) Transfer Date, the accounts of the Time Employees and Salary Continuation Former Employees in the Time 401(k) Plan and the accounts of any Employee who becomes a participant in the Time 401(k) Plan after the 401(k) Transfer Date, in each case, shall be administered in accordance with all applicable laws, including ERISA and the Code; provided that, from and after the 401(k) Transfer Date until the Distribution Date, the TWX Group has provided, and shall continue to provide, assistance as is reasonably necessary for such administration. Such transfer of assets consisted of cash, cash equivalents, property or participant loan receivables equal to all the accrued benefit Liabilities relating to all account balances referred to in the first sentence of this Section 9.02, including such Liabilities for the beneficiaries of such Employees and including such accrued benefit Liabilities arising under any applicable qualified domestic relations order. From and after the 401(k) Transfer Date, subject to Section 9.04, the TWX Group and the TWX 401(k) Plan has had no Liabilities, and shall continue to have no Liabilities, respecting benefits under the TWX 401(k) Plan for those participants (or any of their beneficiaries) whose balances were transferred to the Time 401(k) Plan.
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Trust-to-Trust Transfer. Effective as of the Distribution Date (or such other date as may be agreed between the Parties), Xxxx Foods shall cause the account balances (including any outstanding loan balances) in the Xxxx Foods 401(k) Plan attributable to WhiteWave Employees and Former WhiteWave Employees to be transferred in cash and in-kind (including, but not limited to, participant loans and company stock), to the WhiteWave 401(k) Plan, and WhiteWave or WWF Operating Company shall cause the WhiteWave 401(k) Plan to accept such transfer or accounts and underlying assets and, effective as of the date of such transfer, to assume and to fully perform pay or discharge, all obligations of the Xxxx Foods 401(k) Plans relating to the accounts of WhiteWave Employees and Former WhiteWave Employees (to the extent those assets related to those accounts are actually transferred from the Xxxx Foods 401(k) Plan). The transfer shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. Subject to the generally applicable requirements of this Section 8.2(b), the named fiduciaries (as such term is defined in ERISA) of the WhiteWave 401(k) Plans and the Xxxx Foods 401(k) Plans shall cooperate in good faith to effect the transfers contemplated by this Section 8.2(b) in an efficient and effective manner and in the best interests of participants and beneficiaries, including, but not limited to, determining whether and to what extent any investments held under the Xxxx Foods 401(k) Plan (other than company stock or participant loans) shall be liquidated prior to the transfer date to enable the value of such investments to be transferred to the WhiteWave 401(k) Plan in cash or cash equivalents.
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Trust-to-Trust Transfer. Effective as of the completion of the Business Separation (or such other date as may be agreed between the Parties), ServiceMaster shall cause the account balances (including any outstanding loan balances) in the ServiceMaster 401(k) Plan attributable to TruGreen Employees to be transferred in cash and in-kind (including, but not limited to, participant loans), to the TruGreen 401(k) Plan, and TruGreen or its Subsidiaries shall cause the TruGreen 401(k) Plan to accept such transfer or accounts and underlying assets and, effective as of the date of such transfer, to assume and to fully perform pay or discharge, all obligations of the ServiceMaster 401(k) Plans relating to the accounts of TruGreen Employees (to the extent those assets related to those accounts are actually transferred from the ServiceMaster 401(k) Plan). The transfer shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. Subject to the generally applicable requirements of this Section 5.2(b), the named fiduciaries (as such term is defined in ERISA) of the TruGreen 401(k) Plans and the ServiceMaster 401(k) Plans shall cooperate in good faith to effect the transfers contemplated by this Section 5.2(b) in an efficient and effective manner and in the best interests of participants and beneficiaries, including, but not limited to, determining whether and to what extent any investments held under the ServiceMaster 401(k) Plan (other than participant loans) shall be liquidated prior to the transfer date to enable the value of such investments to be transferred to the TruGreen 401(k) Plan in cash or cash equivalents.
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Trust-to-Trust Transfer. Section 7.10(f) is hereby amended by deleting the language that is now in that Section and substituting the following language in its place: (f) To the extent allowable by law, the Seller shall cause to be transferred to the Buyer's tax-qualified 401(k) plans and trusts in which any Buyer Employee participates after the Closing Date ("Buyer 401(k) Plans"), as soon as practicable following the Closing Date, assets representing the full account balances of all such Buyer Employees under the corresponding tax-qualified 401(k) plans and trusts maintained by the Seller for the benefit of the Seller's employees ("Seller 401(k)
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Trust-to-Trust Transfer. After the end of the second calendar year after the Closing Date, Buyer, in its sole discretion, may elect to accept a trust-to-trust transfer of all remaining assets and liabilities of the Seller Savings Plans relating to the Transferred Employees. If Buyer so elects, Seller shall direct the trustee of the Seller Savings Plans to transfer to the trustee or funding agent of the Buyer Savings Plans an amount in cash equal in value to the account balances of the Transferred Employees covered by the Seller Savings Plans as of the date of the transfer; provided that to the extent the account balances to be transferred consist in whole or in part of outstanding loans, Seller shall direct the trustee of the Seller Savings Plans to transfer to the trustee or funding agent of the Buyer Savings Plans, in lieu of cash, the promissory notes and related documents evidencing such loans. Buyer and Seller shall take such actions as may be required to effect the assignment of such loans by the trustee of the Seller Savings Plan to the trustee or funding agent of the Buyer Savings Plan, and Buyer shall cause the trustee or funding agent of the Buyer Savings Plan to accept the assignment of such loans. After the date of the transfer of assets and liabilities pursuant to this Section 6.2(b)(v), Buyer and its Affiliates shall assume all liabilities for the benefits payable to or with respect to such Transferred Employees under the Seller Savings Plans, and Seller and the Seller Savings Plans and their implementing trust shall retain no liability for such benefits. In connection with the transfer of assets and liabilities pursuant to this Section 6.2(b)(v), Seller and Buyer shall cooperate with each other in making all appropriate filings required by the Code or ERISA and the regulations thereunder, and the transfer of assets and liabilities pursuant to this Section 6.2(b)(v) shall not take place until as soon as practicable after the latest of (A) the expiration of the 30-day period following the filing of any required notices with the IRS pursuant to Section 6058(b) of the Code, and (B) the date Buyer has delivered to Seller (xx) a copy of the Buyer Savings Plan and (yy) a copy of the most recent determination letter from the IRS to the effect that the Buyer Savings Plan is qualified under Sections 401(a) and 401(k) of the Code, together with (I) documentation reasonably satisfactory to Seller of the due adoption of any amendments to the Buyer Savings Plan required by the IR...
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Related to Trust-to-Trust Transfer

  • Assignment to Trustee The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer's rights and obligations hereunder to the Trustee.

  • Certificate to Trustee The Company will furnish to the Trustee annually, on or before a date not more than four months after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain the statements required by Section 10.04) from its principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture Act.

  • Notice to Trustee The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities of any series pursuant to the provisions of this Article. Notwithstanding the provisions of this Article or any other provision of the Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of any Securities of any series pursuant to the provisions of this Article, unless and until the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Debt or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 603, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Securities of any series), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date. Subject to the provisions of Section 603, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt (or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment of distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

  • Opinions as to Trust Estate (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the first priority perfected security interest of the Indenture Trustee in the Collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after the Cutoff Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization and filing of any financing statements and continuation statements as is necessary to maintain the Lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such Lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the authorization and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the Lien and security interest of this Indenture until March 31 in the following calendar year.

  • Purchase and Redemption of Trust Portfolio Shares 3.1 We will make shares of the Portfolios available to the Accounts for the benefit of the Contracts. The shares will be available for purchase at the net asset value per share next computed after we (or our agent) receive a purchase order, as established in accordance with the provisions of the then current prospectus of the Trust. Notwithstanding the foregoing, the Trust's Board of Trustees ("Trustees") may refuse to sell shares of any Portfolio to any person, or may suspend or terminate the offering of shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or if, in the sole discretion of the Trustees, acting in good faith and in light of their fiduciary duties under federal and any applicable state laws, they deem such action to be in the best interests of the shareholders of such Portfolio. 3.2 We agree that shares of the Trust will be sold only to life insurance companies which have entered into fund participation agreements with the Trust ("Participating Insurance Companies") and their separate accounts or to qualified pension and retirement plans in accordance with the terms of the Shared Funding Order. No shares of any Portfolio will be sold to the general public. 3.3 You shall be the designee for us for receipt of purchase orders and requests for redemption resulting from investment in and payments under the Contracts ("Instructions"). The Business Day on which such Instructions are received in proper form by you by the close of trading will be the date as of which Portfolio shares shall be deemed purchased, exchanged, or redeemed as a result of such Instructions, provided you transmit such instructions to us no later than 9:30 a.m. Eastern Time on the next Business Day. Instructions received in proper form by you after the close of trading on any given Business Day shall be treated as if received on the next following Business Day. Instructions we receive from you after 9:30 a.m. Eastern Time shall be processed on the next Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which the Trust calculates its net asset value pursuant to the rules of the SEC and its current prospectus.

  • Amendments to Trust Agreement Subject to Section 11.1 of the Trust Agreement, the Indenture Trustee shall, upon Issuer Order, consent to any proposed amendment to the Trust Agreement or an amendment to or waiver of any provision of any other document relating to the Trust Agreement, such consent to be given without the necessity of obtaining the consent of the Owners of any Notes upon satisfaction of the requirements under Section 11.1 of the Trust Agreement. Nothing in this Section shall be construed to require that any Person obtain the consent of the Indenture Trustee to any amendment or waiver or any provision of any document where the making of such amendment or the giving of such waiver without obtaining the consent of the Indenture Trustee is not prohibited by this Indenture or by the terms of the document that is the subject of the proposed amendment or waiver.

  • No Legal Title to Trust Estate in Certificateholders The Certificateholders shall not have legal title to any part of the Trust Estate. A Certificateholder shall be entitled to receive distributions with respect to its undivided Percentage Interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of a Certificateholder to and in its ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

  • Protection of Right, Title and Interest to Trust (a) The Transferor shall cause this Agreement, all amendments and supplements hereto and all financing statements and amendments thereto and any other necessary documents covering the Certificateholders’ and the Trustee’s right, title and interest to the Trust and the Trust Assets to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Certificateholders and the Trustee hereunder to all property comprising the Trust and the Trust Assets. The Transferor shall deliver to the Trustee file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) The Transferor shall not change its name or its type or jurisdiction of organization unless it has first (i) made all filings in all relevant jurisdictions under the UCC and other applicable law as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets, and (ii) delivered to the Trustee, with a copy to any Series Enhancer, an Opinion of Counsel to the effect that all necessary filings have been made under the UCC in all relevant jurisdictions as are necessary to continue and maintain the first-priority perfected ownership or security interest of the Trustee in the Trust Assets. (c) [Reserved]. (d) The Transferor will deliver to the Trustee and any Series Enhancer entitled thereto pursuant to the relevant Supplement: (i) upon the execution and delivery of each amendment of this Agreement or any Supplement, an Opinion of Counsel to the effect specified in Exhibit H-1; (ii) on each Addition Date on which any Additional Accounts (other than Automatic Additional Accounts) are to be designated as Accounts pursuant to Section 2.08(a) or (b) and on each date specified in Section 2.08(c)(iii) with respect to the inclusion of Automatic Additional Accounts as Accounts, an Opinion of Counsel substantially in the form of Exhibit H-2, and on each Addition Date on which any Participation Interests are to be included in the Trust pursuant to Section 2.08(a) or (b), an Opinion of Counsel covering the same substantive legal issues addressed by Exhibit H-2 but conformed to the extent appropriate to relate to Participation Interests; and (iii) on or before April 30 of each year, beginning with April 30, 2003, an Opinion of Counsel substantially in the form of Exhibit H-2.

  • Written Statement to Trustee The Issuer will furnish to the Trustee on or before March 31 in each year (beginning with March 31, 2006) a brief certificate (which need not comply with Section 11.05) from the principal executive, financial or accounting officer of the Issuer stating that in the course of the performance by the signer of his duties as an officer of the Issuer he would normally have knowledge of any default or non-compliance by the Issuer in the performance of any covenants or conditions contained in this Indenture, stating whether or not he has knowledge of any such default or non-compliance and, if so, specifying each such default or non-compliance of which the signer has knowledge and the nature thereof.

  • Reports to Trustee (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year a certificate from the principal executive, financial or accounting officer of the Company stating that the officer has conducted or supervised a review of the activities of the Company and its performance under this Indenture and that, based upon such review, the Company has fulfilled its obligations hereunder or, if there has been a Default, specifying the Default and its nature and status and what action the Company is taking or proposes to take with respect thereto.

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