Seller DB Plan definition

Seller DB Plan has the meaning set forth in Section 6.09.
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Seller DB Plan means the TI Employees Pension Plan.
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Seller DB Plan has the meaning set forth in Section 5.2(h).
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Examples of Seller DB Plan in a sentence

  • Seller shall retain all of the assets of the Seller DB Plan and the Liabilities for (i) all benefits payable under the Seller DB Plan with respect to Business Employees who retired or otherwise terminated employment on or prior to the Closing Date, and (ii) the accrued benefit of each Business Employee through the Closing Date.

  • As of the Effective Time, Seller shall cause each Transferred Employee to be fully vested in his or her accrued benefits, if any, under each Seller DB Plan.

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

  • In respect of each Seller DB Plan, neither the Seller nor any of the ELN Companies has taken any contribution holidays in respect of such Seller DB Plan, paid any administration expenses from the fund of such Seller DB Plan or received a transfer from or been merged with another plan, in each case except in accordance with the terms of such Seller DB Plan, the trusts and other funding criteria which govern such Seller DB Plan and Applicable Law.

  • No actuarial surplus has been paid to the Seller or any of the ELN Companies from a Seller DB Plan and no application has been made by the Seller or any of the ELN Companies requesting the withdrawal of any surplus.

  • 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.

  • 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.

  • For the avoidance of doubt, Seller shall: (a) retain all assets held in trust on behalf of the Seller DB Plan or otherwise underlying the Seller DB Plan, and (b) retain all liabilities for accruals, including accruals on behalf of Company Employees, when such accruals are for periods occurring prior to the Closing Date.

  • Sapphire shall and shall cause each other Seller or Affiliate to retain all of the assets and Liabilities of the U.S. Seller DB Plan, including the Liabilities for all benefits payable under the U.S. Seller DB Plan.


More Definitions of Seller DB Plan

Seller DB Plan has the meaning ascribed to it in Section 9.08(a).
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Seller DB Plan shall have the meaning set forth in Section 8.3(g).
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Related to Seller DB Plan

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

  • 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.

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

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

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

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

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

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

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

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

  • 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;

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

  • Seller Employees shall have the meaning ascribed thereto in Section 7.4(a) hereof.

  • 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)).

  • Seller Plans has the meaning set forth in Section 3.13(a).

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

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • 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.

  • Assumed Servicing Liability means any Liabilities with respect to any Serviced Appointments (or Serviced Corporate Trust Contracts) that arise out of or relate to facts, circumstances, actions, omissions and/or events occurring from and after the Closing and prior to the applicable Succession Time for such Serviced Appointment; provided that Assumed Servicing Liability shall not include any Liabilities that arise out of or relate to facts, circumstances, actions, omissions and/or events with respect to any Retained Duties or any matters for which Seller or any of its Affiliates is responsible pursuant to Section 3.9.

  • Company Plan means any Benefit Plan: (i) under which any current or former director, officer, employee, consultant or independent contractor of the Company has any present or future right to benefits and that is maintained, sponsored or contributed to by the Company; or (ii) with respect to which the Company has any Liability.

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, 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 maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • 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.

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