Withdrawal Liability Sample Clauses
The Withdrawal Liability clause establishes the financial responsibility of a party, typically an employer, when they withdraw from a multiemployer pension plan. In practice, this means that if the employer ceases to participate in the plan, they may be required to pay a calculated sum to cover their share of unfunded vested benefits. This clause ensures that the plan remains financially stable and that remaining participants are not unfairly burdened by the departing party's share of obligations.
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Withdrawal Liability. Holdco or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by Holdco or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification) could reasonably be expected to have a Material Adverse Effect.
Withdrawal Liability. The Company will cooperate with Parent and use its best efforts to obtain from each Multiemployer Plan as soon as possible following the execution of this Agreement (i) a copy of each Multiemployer Plan and all amendments thereto and (ii) an estimate of the withdrawal liability as defined in Section 4201 of ERISA (without regard to any subsequent reduction or waiver of such liability under Section 4207 or 4208 of ERISA) which would be owed by the Company or its ERISA Affiliates to such Multiemployer Plan if the Company or its ERISA Affiliates ceased contributing to such Multiemployer Plan immediately before the consummation of the transactions contemplated by this Agreement (the "Withdrawal Liability"); the Company will cooperate with Parent and use reasonable efforts to obtain (and provide to Parent) from each Multiemployer Plan as soon as possible following the execution of this Agreement all information necessary for the Company to compute the Withdrawal Liability; the Company will provide all such documents, information and estimates requested in this Section 6.16 to Parent upon receipt.
Withdrawal Liability. (a) Prior to the Closing Date, pursuant to Section 101(l) of ERISA Seller shall or shall cause the applicable Purchased Subsidiary to request the estimated amount of withdrawal liability, if the Purchased Subsidiary withdrew on the last day of the plan year preceding the date of the request, under Part I of Subtitle E of Title IV of ERISA for each Multiemployer Plan to which any Purchased Subsidiary contributes, and shall furnish such estimate to Buyer promptly following receipt thereof.
(b) Seller hereby indemnifies Buyer, its Affiliates, including the Purchased Subsidiaries, and agrees to hold each of them harmless from any and all liabilities, including attorney’s and consulting fees, claims and causes of actions, that relate to the “withdrawal liability” (pursuant to Part I of Subtitle E of Title IV of ERISA) of any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA) to which Seller, a Purchased Subsidiary, or any of their respective ERISA Affiliates contributes to, or has contributed to; provided that with respect to a Multiemployer Plan, Seller’s indemnity obligations under this Section 9.17(b) apply only to the extent that such liability arises in connection with events occurring prior to the Closing or in connection with the transactions contemplated by this Agreement. Section 9.17(b) shall apply with respect to any withdrawal liability that arises in connection with the transfer of the collective bargaining agreements between ConAgra Foods, Inc. and Bakery, Confectionery, Tobacco Workers & Grain Millers International Local 42, effective on December 8, 2013, and between ConAgra Foods Inc. and Local No. 1 of the Bakery, Confectionery, Tobacco Workers & Grain Millers International Union, effective May 19, 2013.
(c) For further avoidance of doubt, Buyer will be solely responsible for any withdrawal liability assessed by the Multiemployer Plans based on any action or decision taken or made by Buyer after Closing.
Withdrawal Liability. 52 ARTICLE 7
Withdrawal Liability. Withdrawal liability within the meaning of Part I of Subtitle E of Title IV of ERISA.
Withdrawal Liability. Borrower, any Guarantor or any member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by Borrower or any Guarantor or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $5,000,000 or requires payments exceeding $2,000,000 per annum; provided, however, that such event shall not constitute an Event of Default as long as Borrower, such Guarantor or the Controlled Group member, as applicable, is contesting in good faith the imposition of withdrawal liability.
Withdrawal Liability. 52 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of July 24, 1997 (the "Agreement"), is made and entered into by and among NORTEK, INC., a Delaware corporation ("Parent"), NTK SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and PLY GEM INDUSTRIES, INC., a Delaware corporation (the "Company").
Withdrawal Liability. Liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
Withdrawal Liability. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification) could reasonably be expected to have a Material Adverse Effect.
Withdrawal Liability. 42 ARTICLE 7 CONDITIONS PRECEDENT