Assumed Benefit Plans Clause Samples

Assumed Benefit Plans. (i) As of the Closing Date, Purchaser or one of its designated Affiliates shall assume and comply with the “Assumed Benefit Plans” (as set forth on Section 5.7(k) of the Seller Disclosure Schedules). Purchaser shall be solely and entirely responsible for satisfying any and all Liabilities with respect to the Transferred Business Employees (including any beneficiaries or dependents thereof) with respect to the Assumed Benefit Plans. Neither the Seller nor any of its Affiliates shall have any Liability whatsoever with respect to Transferred Business Employees for benefits under the Assumed Benefit Plans. The Seller and Purchaser shall take all actions necessary and appropriate to establish Purchaser as the successor to all of the Seller’s rights, duties and Liabilities with respect to the Transferred Business Employees under the Assumed Benefit Plans. (ii) With respect to each of the Benefit Plans set forth on Section 5.7(k)(ii)(a) of the Seller Disclosure Schedules (each, a “Post-Retirement Plan”), prior to Closing, a Purchased Entity shall establish a post-retirement plan that is substantially identical to the applicable Post-Retirement Plan (each such plan, a “Mirror Plan”) and with respect to each such Mirror Plan designated on Section 5.7(k)(ii)(b) of the Seller Disclosure Schedules, a related trust (each such trust, a “Mirror Trust”). Prior to Closing, Seller shall, or shall cause its applicable Affiliate to, transfer (x) the liabilities of each Post-Retirement Plan in respect of the Business Employees to the applicable Mirror Plan and (y) assets under the trusts designated on Section 5.7(k)(ii)(b) of the Seller Disclosure Schedules to the applicable Mirror Trust. The Purchased Entity shall maintain such Mirror Plan, without change, for a minimum of twelve (12) months following the Closing Date, or for such longer period as may be required by any collective bargaining agreement.

Assumed Benefit Plans. Section 8.9 WARN Act Section 10.3 Unions Table of Contents This PURCHASE AND SALE AGREEMENT (the “Agreement”), dated as of May 30, 2008 (the “Effective Date”), is entered into by and among ASARCO LLC, a Delaware limited liability company (“ASARCO”); AR Silver ▇▇▇▇, Inc., a Delaware corporation (“ARSB”); Copper Basin Railway, Inc., a Delaware corporation (“CBRI”); and ASARCO Santa ▇▇▇▇, Inc., a Delaware corporation (“Santa ▇▇▇▇”, together with ARSB and CBRI, “Non-Debtor Sellers”; ASARCO and Non-Debtor Sellers collectively referred to herein as “Sellers”, and each individually, a “Seller”); and Sterlite (USA), Inc., a Delaware corporation (“Purchaser”); and Sterlite Industries (India) Ltd, an Indian limited liability company (“Purchaser Parent”).

Assumed Benefit Plans. The Purchaser and each of its Affiliates will assume the Seller Plans which it is required under the Laws of the applicable jurisdiction to assume (the “Assumed Benefit Plans”) and will: (i) establish new employee benefit or fringe benefit plans, funds or programs to cover the Transferred Employees (and, to the extent appropriate, their dependents and other beneficiaries); or (j) cover the Transferred Employees (and, to the extent appropriate, their dependents and other beneficiaries) under its existing employee benefit or fringe benefit plans, funds or programs; or (k) any combination of clauses (a) and (b) above, as the Purchaser and its Affiliates, may determine, shall be in furtherance of the Purchaser’s and its Affiliates’ obligations under this Section 10.3. Section 10.4

Assumed Benefit Plans. (a) Purchaser shall assume sponsorship of each of the Seller Employee Benefit Plans listed on Schedule 10.3 (the “Assumed Benefit Plans”); provided, however, that with respect to any Assumed Benefit Plan that provides post-retirement welfare benefits to U.S. employees, the assumed liability shall be limited to all Liabilities relating to post-retirement welfare benefit plan coverage for (i) Union Transferred Employees and their dependents, and (ii) any former member of the collective bargaining units at the Seller’s Muskegon, Michigan, C▇▇▇▇▇▇▇, Ohio or Churubusco, Indiana facilities who retired prior to the Closing Date but who retired with eligibility for such post-retirement welfare benefit plan coverage under (A) the Muskegon collective bargaining agreement assumed by the Purchaser pursuant to Section 10.1(c) on or after the July 16, 2004 effective date of the current Muskegon bargaining agreement; (B) the C▇▇▇▇▇▇▇ collective bargaining agreement assumed by the Purchaser pursuant to Section 10.1(c) on or after the November 6, 2001 effective date of the current C▇▇▇▇▇▇▇ bargaining agreement; or (C) the Churubusco collective bargaining agreement assumed by the Purchaser pursuant to Section 10.1(c) on or after the May 6, 2002 effective date of the current Churubusco bargaining agreement, and (iii) dependents of such bargaining unit retirees, to the extent provided in the terms of the relevant assumed collective bargaining agreement. With respect to each Assumed Benefit Plan that is a funded retirement plan maintained in the United States and subject to ERISA (each, an “Assumed Pension Benefit Plan”), Purchaser agrees that: (i) Purchaser shall execute and deliver to Seller on the Closing Date an Assumption Agreement in substantially the form attached to this Agreement as Exhibit Q; (ii) Purchaser shall establish or designate as soon as practicable following the Closing Date, a trust that is exempt from Tax under Code section 501(a) and satisfies the terms of any applicable collective bargaining agreement to receive the assets of the Assumed Pension Benefit Plan; (iii) Purchaser shall continue to recognize, for all purposes service with Seller (or its predecessors) prior to the Closing Date to the extent that such service is recognized under the Assumed Pension Benefit Plan as in effect on such date; and (iv) As soon as practicable following the Closing Date, Purchaser shall provide Seller with a mutually acceptable succession agreement with respect to the ...

Assumed Benefit Plans. All Assumed Benefit Plans.

Assumed Benefit Plans. With effect from the Closing Date, the Purchaser and each of its Affiliates will, and the Purchaser will cause the other Designated Affiliates to, assume responsibility for all of the Assumed Benefit Plans, and in order to comply with the obligations under this Agreement will: (a) continue the Assumed Benefit Plans; (b) establish new employee benefit or fringe benefit plans, funds or programs replacing and replicating the Assumed Benefit Plans to cover the Transferred Employees (and, to the extent appropriate, their dependents and other beneficiaries); (c) cover and provide substantially equivalent benefits in the aggregate for the Transferred Employees (and, to the extent applicable under the current Assumed Benefit Plans, their dependents and other beneficiaries) under its existing employee benefit or fringe benefit plans, funds or programs; or (d) any combination of clauses (a), (b) and (c) above, in each case as the Purchaser, its Affiliates and other Designated Affiliates determine in their sole discretion after consultation with the Sellers and their Affiliates in furtherance of the Purchaser’s and its Affiliates’ and other Designated Affiliates’ obligations under this Article 10 or as may be required by applicable Law.

Assumed Benefit Plans. (a) As of the Closing Date, Purchaser or its Affiliates shall assume the obligations under the Company Benefit Plans maintained by Purchased Entities or any of their Subsidiaries and which are set forth in the letter agreement provided to Purchaser on the date hereof (the "Assumed Benefit Plans"). In addition, as Purchaser or its Affiliates, as the case may be, deems necessary or advisable in furtherance of its obligations under this Agreement, they shall (i) establish new employee benefit plans, (ii) cover the Transferred Employees under their existing employee benefit plans and/or Assumed Benefit Plans or (iii) any combination of the above. Seller and its Affiliates agree to cooperate in good faith and do all things reasonably necessary to assist Purchaser and its Affiliates in this regard. (b) U.K. Pension Scheme. The Purchaser shall ensure that the U.K. Subsidiary uses its reasonable best endeavors to procure that the pension plan maintained for its employees accepts transfer payments from the Transamerica U.K. Subsidiaries Pension & Life Assurance Scheme in accordance with the provisions of that plan in respect of each Transferred Employee who exercises his statutory right to a transfer payment from the Transamerica U.K. Subsidiaries Pension & Life Assurance Scheme.

Assumed Benefit Plans. Section 9.9 WARN Act Section 11.3 Unions v

Assumed Benefit Plans. Where permitted under local Law, Seller or its Affiliates shall cause to be transferred to Purchaser or its Affiliate, or the relevant employee benefit plan of Purchaser or its Affiliate, such cash, insurance contracts and other assets held or maintained by the Seller or its Affiliate with respect to each Assumed Benefit Plan (other than those described in Sections 7.05(b)) as of the date of transfer in such amount as the Seller and the Purchaser shall mutually agree. Such transfer shall be made as soon as practical following the Closing Date.