Asset Transfer. As soon as reasonably practicable after the Distribution Date, Xxxx Foods shall transfer to WWF Operating Company assets in such form as Xxxx Foods shall reasonably determine equal to the product of (i) the value as of the Distribution Date of any reserves established by Xxxx Foods to assist it in satisfying the liabilities under the Xxxx Foods EDCP and the Xxxx Foods SERP multiplied by (ii) a fraction, the numerator of which is the estimated liabilities under of the applicable Plan (i.e., the Xxxx Foods EDCP or the Xxxx Foods SERP) in respect of WhiteWave Employees or Former WhiteWave Employees and the denominator of which is the estimated aggregate liabilities to all participants under the applicable Plan. All valuations or estimations necessary or appropriate to determine the asset transfer described in this Section 11.4 shall be made by Xxxx Foods in good faith.
Appears in 4 contracts
Samples: Employee Matters Agreement (Dean Foods Co), Employee Matters Agreement (WHITEWAVE FOODS Co), Employee Matters Agreement (WHITEWAVE FOODS Co)
