Common use of Transfer of Liabilities Clause in Contracts

Transfer of Liabilities. (i) Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Hourly Pension Plan whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 8.2.1) to or with respect to the Transferred Employees under the terms of the Seller Hourly Pension Plan that have accrued under the Seller Hourly Pension Plan to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans as of the Closing Date. (ii) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Hourly Pension Plan to a Buyer Pension Plan shall be credited with service and compensation as of the Closing Date as determined under the terms of the Seller Hourly Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. (iii) As soon as practicable after the Closing Date, Sellers shall deliver to Buyer a list reflecting each Transferred Employee's service and compensation under the Seller Hourly Pension Plan.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Verizon South Inc)

Transfer of Liabilities. (i) Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Hourly Pension Plan whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 8.2.1) to or with respect to the Transferred Employees under the terms of the Seller Hourly Pension Plan that have accrued under the Seller Hourly Pension Plan to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans as of the Closing Date. (ii) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a Seller Hourly Pension Plan to a Buyer Pension Plan shall be credited with service and compensation as of the Closing Date as determined under the terms of the Seller Hourly Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan, shall be calculated under terms of the Buyer Pension Plan that are substantially identical in all material respects to the terms of the Seller Hourly Pension Plan. (iii) As soon as practicable after the Closing Date, Sellers Seller shall deliver to Buyer a list reflecting each Transferred Employee's service and compensation under the Seller Hourly Pension Plan.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Verizon South Inc), Asset Purchase Agreement (Centurytel Inc)

Transfer of Liabilities. (i1) Upon transfer of the assets described in subsection (e) of this Section 8.7, Buyer shall cause the Buyer Pension Plans to accept all liabilities for benefits under the Seller Hourly Pension Plan Plan, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Section 8.2.18.7) to or with respect to the Transferred Employees under the terms of the Seller Hourly Pension Plan and that have accrued under the Seller Hourly Pension Plan to or with respect to the Transferred Employees based on accredited service and compensation under the Seller Pension Plans such plan as of the Closing Date. (ii2) For purposes of eligibility and vesting under the Buyer Pension Plans, each Transferred Employee whose accrued benefit is transferred from a the Seller Hourly Pension Plan to a Buyer Pension Plan shall be credited with service and compensation as of the Closing Date as determined under the terms of the Seller Hourly Pension Plan. The benefit under the Buyer Pension Plan for each Transferred Employee who, on the Closing Date, participates in the Seller Hourly Pension Plan, shall be calculated under terms of the Buyer Pension Plan that that, as of the Closing Date and subject to Section 8.3(c), are substantially identical comparable in all material respects to the terms of the Seller Hourly Pension PlanPlan and that comply with Buyer’s obligations under Section 8.3(b). (iii3) As soon as practicable after the Closing Date, Sellers Seller shall deliver to Buyer a list reflecting each Transferred Employee's ’s service and compensation under the Seller Hourly Pension Plan.

Appears in 1 contract

Sources: Agreement of Merger (Hawaiian Telcom Communications, Inc.)