Buyer DB Plan definition

Buyer DB Plan has the meaning set forth in Section 5.2(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.

  • As soon as practicable after the date that is six months after the Closing Date (or if later, as soon after such date as the Certifications, if not previously received, are received), the Seller will cause the trustees of the Seller DB Plan to transfer the Final Pension Amount, as hereinafter defined, to the Buyer DB Plan.

  • 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.

  • 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).

Related to Buyer DB Plan

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

  • Seller 401(k) Plan shall have the meaning set forth in Section 6.01(i).

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

  • Seller Plan means any Employee Benefit Plan that is maintained or sponsored by the Seller or any Subsidiaries of the Seller (other than the Companies and their Subsidiaries) for the benefit of any current or former NewCo Employee.

  • 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 shall have the meaning set forth in Section 3.07(a).

  • Company Stock Option Plan means each share option plan, share award plan, share appreciation right plan, phantom share plan, share 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 share, option, warrant or other right to purchase or acquire shares of the Company or right to payment based on the value of Company shares has been granted or otherwise issued.

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the annual additions to a Participant’s accounts under all Defined Contribution Plans maintained by one or more Affiliated Companies, and the denominator of which is the sum of the lesser of (i) or (ii) for such Plan Year and for each prior Plan Year of Service with one or more Related Companies, where (i) is the product of 1.25 multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for the Plan Year (determined without regard to Section 415(c)(6) of the Code), and (ii) is the product of 1.4 multiplied by the amount which may be taken into account under Section 415(c)(1)(B) of the Code (or Section 415(c)(7) of the Code, if applicable) with respect to the Participant for the Plan Year. Solely for purposes of this definition, contributions made directly by an Employee to a Defined Benefit Plan which maintains a qualified cost-of-living arrangement as such term is defined in Section 415(k)(2) shall be treated as Annual Additions. Notwithstanding the foregoing, the numerator of the Defined Contribution Plan Fraction shall be adjusted pursuant to Treasury Regulations 1.415-7(d)(1) and Questions T-6 and T-7 of Internal Revenue Service Notice 83-10.

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

  • Parent Benefit Plan means an Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.

  • 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 Benefit Arrangement that is intended to be tax-qualified under Section 401(a) of the Internal Revenue Code.

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