Buyer DB Plan definition

Buyer DB Plan has the meaning set forth in Section 6.09.
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Buyer DB Plan shall have the meaning set forth in Section 8.3(g).
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Examples of Buyer DB Plan in a sentence

  • Buyer or its Affiliate shall be solely responsible for taking all necessary, reasonable and appropriate actions (including, if applicable, the submission of the Buyer DB Plan to the IRS for a determination of tax-qualified status) to establish, maintain, and administer the Buyer DB Plan so that it is qualified under Section 401(a) of the Code and the related trust is exempt under Section 501(a) of the Code.

  • The benefit of each Company Employee under the Buyer DB Plan shall be “offset” by such Company Employee’s accrued benefit under the Seller DB Plan.

  • Each Company Employee who is an active participant in the Seller DB Plan immediately prior to the Closing shall become a participant in the Buyer DB Plan as of the Closing and shall cease to be an active participant in the Seller DB Plan as of the Closing.

  • The Buyer DB Plan shall have terms and features (including benefit accrual provisions) that are substantively identical to the United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003) (the “Seller DB Plan”) as it pertains to Company Employees such that, for the avoidance of doubt, the Seller DB Plan as it pertains to Company Employees is replicated in all material respects by the Buyer DB Plan (but for the avoidance of doubt, not for purposes of plan administration).

  • Prior to the Closing Date, Seller will deliver to Buyer an amendment to the Seller DB Plan, subject to Buyer’s review and reasonable comments, reflecting the mutually agreed upon coordination of benefits between the Buyer DB Plan and the Seller DB Plan, as set forth on Section 6.09 of the Seller Disclosure Schedule.

  • To the extent required under the Collective Bargaining Agreement, the Buyer DB Plan shall have terms and features (including benefit accrual provisions) that are substantially identical to the Pension Plan for Certain Hourly Employees of Alcoa USA Corporation (the “Seller DB Plan”) as it pertains to union Transferred Employees, except that such Buyer DB Plan will provide for an offset of defined benefits accrued and vested under the Seller DB Plan.

  • The accrued benefit of each Company Employee under the Buyer DB Plan as of the Closing Date, taking into account service with Seller and its Affiliates (and predecessors) but not taking into account the benefit offset described below, will be at least as great as the accrued benefit of such Company Employee under the Seller DB Plan immediately prior to the Closing Date.

  • Notwithstanding the above, the transfer of assets and liabilities from the Seller DB Plan to the Buyer DB Plan shall satisfy the requirements of Code Section 414(l).

  • As soon as practicable following the establishment of the Buyer DB Plan, Seller and Buyer shall file with the IRS proper notice on IRS Form 5310 regarding the transfer of assets and liabilities from the Seller DB Plan to the Buyer DB Plan.

  • Given the concerns I had with this analysis, as described above, and that the finding of the volume of dumped imports is an integral part of the injury analysis, I required the ADC to reinvestigate the finding in the ADC Report that dumping had caused material injury to the Australian Industry32.

Related to Buyer DB Plan

  • Buyer 401(k) Plan has the meaning set forth in Section 6.01(h).

  • Seller 401(k) Plan has the meaning set forth in Section 6(e) below.

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Seller Plan means any Employee Benefit Plan maintained, or contributed to, by the Seller, any Subsidiary or any ERISA Affiliate.

  • Seller Employee Plan means any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.

  • Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • Buyer Plans has the meaning set forth in Section 6.02(b).

  • Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).

  • Transferred Employees has the meaning set forth in Section 6.4(a).

  • SRP shall have the meaning set forth in Section 6.1 hereof.

  • Company Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • Transferred Employee has the meaning set forth in Section 6.01(a).

  • DPSP means a deferred profit sharing plan within the meaning of the Tax Act;

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Company Stock Option Plans means the Company’s 2000 Employee Stock Option Plan, 1997 Employee Stock Option Plan and 1995 Stock Option Plan, in each case as amended.

  • Company Stock Option Plan means each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued.

  • Defined Contribution Plan Fraction for a Limitation Year shall mean a fraction, (A) the numerator of which is the sum of the Participant's Annual Additions under all defined contribution plans (whether or not terminated) maintained by the Employer for the current year and all prior Limitation Years (including annual additions attributable to the Participant's nondeductible employee contributions to all defined benefit plans (whether or not terminated) maintained by the Employer), and (B) the denominator of which is the sum of the maximum aggregate amounts for the current year and all prior Limitation Years with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). "Maximum aggregate amounts" shall mean the lesser of (I) the product of 1.25 (or such adjustment as required under Section 12.4) and the dollar limitation in effect under Section 415(c)(1)(A) of the Code, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or (II) the product of 1.4 and the amount that may be taken into account under Section 415(c)(1)(B) of the Code; provided, however, that the Committee may elect, on a uniform and nondiscriminatory basis, to apply the special transition rule of Section 415(e)(7) of the Code applicable to Limitation Years ending before January 1, 1983 in determining the denominator of the Defined Contribution Plan Fraction. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The annual addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Parent Benefit Plan means any Employee Benefit Plan maintained by, sponsored by or contributed to by, or obligated to be contributed to by any Parent Group Entity.

  • Plan B means the 1997 Non-Statutory Stock Option Plan;

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Qualified Plan means a Pension Plan that is intended to be tax-qualified under Section 401(a) of the IRC.

  • Company Benefit Plan has the meaning specified in Section 4.13(a).