Seller DB Plan definition
Examples of Seller DB Plan in a sentence
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.
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.
Buyer shall assume as Assumed Liabilities and be responsible for and shall retain all Liabilities with respect to any claims or causes of action based upon, relating to or arising from the employment of the Transferred Business Employees prior to the Relevant Closing, except to the extent such claims or causes of action are covered by a Retained Entity’s workers’ compensation insurance or arise from or are connected with a UK DB Plan or U.S. Seller DB Plan.
Each U.S. Transferred Employee who is a participant in a defined benefit pension plan or any plan subject to Title IV of ERISA or subject to the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code, in each case, sponsored by Seller, an Affiliate, or any of their respective ERISA Affiliates (the “U.S. Seller DB Plan”), shall cease to participate in the U.S. Seller DB Plan as of the Relevant 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.
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.
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 accrued benefit of each Transferred Union DB Plan Participant under the Purchaser DB Plan shall be reduced by the accrued benefit of such person under the Seller DB Plan.
Benefits accrued by the Transferred Employees under the applicable Seller DB Plan through the Closing shall be fully vested as of the Closing and shall be payable to such Transferred Employees pursuant to the terms of, and at the time and in the amounts provided under, the applicable Seller DB Plan, as may be amended from time to time.
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).