VEBA Asset Transfers Sample Clauses

VEBA Asset Transfers. This Section 5.3 shall govern the transfer of assets from the AT&T Health Trusts (other than the AT&T Health Plans Benefit Trust) to the corresponding Lucent Health Trusts and from the AT&T LTD VEBA to the Lucent LTD VEBA, except to the extent that Section 5.5 is applicable. As soon as practicable after the Close of the Distribution Date, AT&T shall determine the aggregate present value, as of the Close of the Distribution Date, of the future benefit obligations of each AT&T Plan funded by a VEBA ("VEBA Plans"), with respect to Transferred Individuals who are eligible to receive benefits under the applicable VEBA Plan as of the Close of the Distribution Date (and, in the case of any post-retirement health benefits, who have terminated employment as of the Close of the Distribution Date). As soon as practicable after such determination is made, there shall be transferred from each AT&T VEBA to the corresponding Lucent VEBA an amount of assets having a fair market value on the date of transfer equal to the amount determined by dividing such aggregate present value of future benefit obligations for the applicable VEBA Plans of Lucent by the aggregate of all such present values of all the applicable VEBA Plans of AT&T and all the applicable VEBA Plans of Lucent, multiplied by the fair market value of the assets of the AT&T VEBA on the date of transfer, adjusted to take into account the extent to which AT&T and/or Lucent has opted to forego reimbursement from the applicable VEBA of any benefit obligation that was paid by AT&T or Lucent, as applicable, on or after the Participation Commencement Date and before the Close of the Distribution Date.
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VEBA Asset Transfers. (a) Aggregate Amount to be Transferred Equifax shall transfer at the times enumerated in Section 5.03(b) from the Equifax VEBA to the Certegy VEBA an aggregate amount (the "VEBA Transfer Amount") equal to the sum of (i) the amount of the incurred but unpaid claims for which the Certegy VEBA is liable as of the Close of the Distribution Date, plus (ii) if the Equifax VEBA contains assets in excess of the amount necessary both to make such transfer (as described in the preceding clause (i)) and to establish a reserve for the incurred but unpaid claims for which the Equifax VEBA is liable Immediately after the Distribution Date (the "Excess Assets"), a portion of the Excess Assets, determined in the discretion of Equifax. For the above purpose, the Equifax VEBA's Liabilities will be determined by Equifax in accordance with the procedure it uses, as of the Close of Distribution Date, to predict outstanding VEBA Liabilities on an ongoing basis.
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VEBA Asset Transfers. To the extent that assets and liabilities remain in the Parent VEBA as of the Distribution Date, this Section 5.3 shall ----------- govern the transfer of assets from the Parent VEBA to the Technologies VEBA. As soon as practicable after the Close of the Distribution Date, the Enrolled Actuary shall determine the aggregate present value, as of the Close of the Distribution Date, of the future benefit obligations of each Parent Plan funded by the Parent VEBA ("VEBA Plans"), with respect to Transferred Individuals who are eligible to receive benefits under the applicable VEBA Plan as of the Close of the Distribution Date. As soon as practicable after such determination is made, there shall be transferred from the Parent VEBA to the Technologies VEBA an amount of assets having a fair market value on the date of transfer equal to the product of (a) the aggregate present value of the projected future benefit obligations to Transferred Individuals, divided by (b) the aggregate of all such present values of the projected future benefits to all participants under the VEBA Plans, multiplied by (c) the fair market value of the assets of the Parent VEBA on the date of transfer, adjusted to take into account the extent to which Parent and/or Technologies has opted to forego reimbursement from the VEBA of any benefit obligation that was paid by Parent or Technologies, as applicable, on or after the IPO Date and before the Close of the Distribution Date.
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VEBA Asset Transfers. This section shall govern the transfer of assets from the Equifax VEBA to the payment Services VEBA. Not later than as soon as practicable after the Distribution Date, Equifax will transfer assets from the Equifax VEBA to the PSI VEBA in an amount at least equal to the incurred but unpaid claims for which the PSI VEBA is liable as of the Close of the Distribution Date. If the Equifax VEBA contains assets in excess of the amount necessary both to make this transfer and to establish a reserve for the incurred but unpaid claims for which the Equifax VEBA is liable Immediately after the Distribution Date, Equifax will transfer to the PSI VEBA a portion of this excess, determined in its discretion. For this purpose, the Equifax VEBA's Liabilities will be determined by Equifax in accordance with the procedure it uses, as of the Close of Distribution Date, to predict outstanding VEBA Liabilities on an ongoing basis.
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VEBA Asset Transfers 
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Related to VEBA Asset Transfers

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Exempt Transfers Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (b) except as provided in Section 5.7 clause (b) below, any transfer or conversion of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s spouse or Spousal Equivalent, the lineal descendant or antecedent, brother or sister, of Purchaser or Purchaser’s spouse or Spousal Equivalent, or the spouse or Spousal Equivalent, of any lineal descendant or antecedent, brother or sister of Purchaser, or Purchaser’s spouse or Spousal Equivalent, whether or not any of the above are adopted. As used herein, a person is deemed to be a “Spousal Equivalent” if the relevant person and the related party are registered as “domestic partners” under the laws of the State of New York or any other law having similar effect or provided the following circumstances are true: (a) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (b) they intend to remain so indefinitely, (c) neither are married to anyone else, (d) both are at least eighteen (18) years of age and mentally competent to consent to contract, (e) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

  • Purchase of Assets, Investments No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business or as permitted under clause (h) of the definition of Permitted Investments; (b) engage or enter into any agreement to engage in any joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person other than Permitted Investments.

  • Subsequent Transfers (a) Subject to the satisfaction of the conditions set forth in paragraph (b) below and pursuant to the terms of each Subsequent Transfer Agreement, in consideration of the Trustee’s delivery, on behalf of the Trust, on the related Subsequent Transfer Date to or upon the order of the Seller of the purchase price therefor, the Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and otherwise convey without recourse to the Depositor and the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Trust, all right, title and interest of the Seller and Depositor, as applicable, in and to each Subsequent Mortgage Loan transferred pursuant to such Subsequent Transfer Agreement, including (i) the related Principal Balance as of the related Cut-Off Date after giving effect to payments of principal due on or before the Cut-Off Date; (ii) all collections in respect of interest and principal received after the related Cut-Off Date (other than principal and interest due on or before such Cut-off Date); (iii) property which secured such Subsequent Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of any of the foregoing. The transfer by the Seller to the Depositor and by the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the Seller, the Depositor and all parties hereto to be treated as a sale by the Seller to the Depositor and as a sale by the Depositor to the Trust. If the assignment and transfer of the Mortgage Loans and the other property specified in this Section 2.13 from the Seller to the Depositor and by the Depositor to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, both the Seller and the Depositor intend that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Seller shall be deemed to have granted and does hereby grant to the Depositor and the Depositor shall be deemed to have granted and does hereby grant to the Trust as of such Subsequent Transfer Date a first priority security interest in the entire right, title and interest of the Seller and of the Depositor in and to the Subsequent Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law. The purchase price shall be one hundred percent (100%) of the Principal Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date. On or before each Subsequent Transfer Date, the Seller shall deliver to, and deposit with the Trustee or the Custodian on behalf of the Trustee, the Related Documents with respect to each Subsequent Mortgage Loan transferred on such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule in computer readable format with respect to such Subsequent Mortgage Loans.

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Transfer Assets Not sell, contract for sale, transfer, convey, assign, lease or sublet any of its assets except in the ordinary course of business as presently conducted by the Borrower, and then, only for full, fair and reasonable consideration.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • 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.

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