Common use of Defined Benefit Pension Plans Clause in Contracts

Defined Benefit Pension Plans. (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) of the Seller Disclosure Schedule for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “Pension Plan Employee”) on the Closing Date. Seller shall retain and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Schedule. (ii) To the extent provided in Section 7.1(d)(ii) of the Seller Disclosure Schedule, Seller shall effect a transfer of assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii) of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”). The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected as soon as practicable after the Closing, but in any event within one (1) year after the Closing Date or, if later, the earliest date that is administratively practicable as reasonably determined by Seller; provided, however, that in no event shall such transfer take place until the receipt of any approval required by any Government Entity.

Defined Benefit Pension Plans. (i) Purchaser Through at least the One-Year Period, Del Monte shall, or shall assume and cause the Surviving Corporation to, maintain those Spinco Benefit Plans that are intended to be responsible in respect of each Transferred Employee who participated in a plan that is a “qualified defined benefit pension plan” within the meaning plans for purposes of FAS87 as listed on Section 7.1(d)(i401(a) of the Seller Disclosure Schedule for the Liabilities Internal Revenue Code in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “Pension Plan Employee”) on the Closing Date. Seller shall retain and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) which hourly Spinco Employees participate as of the Seller Disclosure Schedule. Effective Time (iithe "Spinco Pension Plans") To and under which, as of the extent Effective Time, the Surviving Corporation shall, by operation of law, assume the Pension Liabilities (as defined in the Employee Benefits Agreement), which liabilities will be calculated using the assumptions provided in Section 7.1(d)(ii) of the Seller Disclosure ScheduleEmployee Benefits Agreement. In addition, Seller after the Effective Time, Heinz shall effect a transfer of assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall cause to be reasonably determined by Seller’s actuary and transferred, in accordance with Section 7.1(d)(ii414(l) of the Seller Disclosure Schedule Code and Section 4044 of ERISA, to the trustee of the Spinco Pension Plans, assets, with respect to each Spinco Pension Plan, that are equal to the Pension Liabilities as of the Effective Time (or and the pro rata amount of any excess assets available with respect to each such greater amounts as may be required by applicable LawSpinco Pension Plan) (in accordance with the “Transfer Amount”)terms of the Employee Benefits Agreement, and Purchaser Del Monte shall cause a Purchaser Employee Plan the trustee of the Spinco Pension Plans to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”). The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected as soon as practicable after the Closing, but in any event within one (1) year after the Closing Date or, if later, the earliest date that is administratively practicable as reasonably determined by Seller; provided, however, that Heinz shall only cause such assets to be transferred after receipt from Del Monte of a copy of the most recent favorable IRS determination letter for each Spinco Pension Plan received by Del Monte or an opinion of counsel, which opinion and counsel shall be reasonably acceptable to Heinz, to the effect that (i) Del Monte has timely filed, or has caused the Surviving Corporation to timely file, an application with the IRS requesting a favorable determination that each Spinco Pension Plan is qualified under Section 401(a) of the Code and that the trust thereunder is exempt under Section 501 of the Code, (ii) counsel reasonably expects each such Spinco Pension Plan and trust to receive such a favorable determination letter, and (iii) each such Spinco Pension Plan (and any trust agreement related thereto) shall be amended, in no event shall such transfer take place until the receipt of any approval a timely manner, as may be required by any Government Entitythe IRS in order to satisfy the requirements of Section 401 of the Code and that the trust thereunder is exempt under Section 501 of the Code.

Defined Benefit Pension Plans. (a) Neither EnPro nor any of its subsidiaries shall become sponsoring employers of the following plans which are sponsored by Xxxxxxxx: (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) of the Seller Disclosure Schedule for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “Xxxxxxxx Corporation Employees' Pension Plan Employee”) on (the Closing Date. Seller shall retain and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Schedule."XXXXXXXX PLAN"); and (ii) To Xxxxxxxx Corporation Wage Employees' Pension Plan. (b) Neither Xxxxxxxx nor any of its subsidiaries shall become sponsoring employers of the extent provided in Section 7.1(d)(iifollowing plans which are sponsored by Coltec or Xxxxxxx Sealing Technologies LLC (the "COLTEC PLANS"): (i) Retirement Program for Employees of Coltec Industries Inc and Affiliated Companies (the "COLTEC PENSION PLAN"); (ii) Quincy Division Unit Pension Plan; and (iii) Pension Plan for Hourly Employees of the Xxxxxxx Sealing Technologies Division (Palmyra, New York) of Garlock Inc. (c) With respect to any EIP Employee who is a participant in the Seller Disclosure ScheduleXxxxxxxx Plan, Seller the Distribution Date shall effect constitute a transfer termination of assets employment for purposes of such plan; provided, however, that all such employees shall be deemed vested under such plan on the Distribution Date. The Coltec Pension Plan shall be amended to provide that EIP Employees who are participants in the Xxxxxxxx Plan and who do not elect to commence the payment of pension benefits under the Xxxxxxxx Plan prior to or on the Distribution Date shall receive credit (for purposes of vesting and benefit determination) for all service and earnings accrued under the Xxxxxxxx Plan; provided, however, that the amount payable under the Coltec Plan shall be offset by any amount payable from the Transferred Employee Plans in respect of the Liability for each Xxxxxxxx Plan. The Coltec Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and further amended to provide that EIP Employees who are participants in accordance with Section 7.1(d)(ii) the Xxxxxxxx Plan who elect to commence payment of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted pension benefits under the Contract Xxxxxxxx Plan on or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date but prior to the date Distribution Date shall receive credit for service accrued under the Xxxxxxxx Plan for vesting purposes, but shall receive no such credit for benefit determination purposes and such participant's benefit under the Coltec Pension Plan shall not be offset by benefits paid under the Xxxxxxxx Plan. (d) In December 2001, all liabilities and associated assets relating to current retirees within the Coltec Pension Plan, active employees who will be employed by Xxxxxxxx or a subsidiary of transfer by Seller Xxxxxxxx after the Distribution Date, and former employees who were vested in the Coltec Pension Plan were transferred from the Coltec Pension Plan to the Xxxxxxxx Plan. Xxxxxxxx shall cause one or its Affiliates (“Interim more transfers of liabilities and assets between the Xxxxxxxx Plan and the Coltec Pension Payments”). The Interim Pension Payments shall be reasonably determined by Plan to reflect changes in the applicable plan’s administrator employment status of EIP Employees or other employees that participate in accordance with actuarial advice these plans that occur between November 2001 and administrative practicethe Distribution Date. Any transfer of assets pursuant to this Section 7.1(d)(ii) true-up process shall be effected as soon as practicable after reflect the Closing, but in any event within one (1) year after termination value of the Closing Date or, if later, the earliest date that is administratively practicable as reasonably determined by Sellerliabilities; provided, however, however that in no event shall such transfer take place until shall comply with Section 414 of the receipt of any approval required by any Government EntityInternal Revenue Code.

Defined Benefit Pension Plans. (a) Effective as of the Closing, New Mylan shall, with respect to any Transferred Employee (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “whose defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) obligation in one or more of the Seller Disclosure defined benefit pension plans maintained by Abbott or its Continuing Affiliates is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary under applicable Law as a result of the transactions contemplated by this Agreement or (ii) who participates in one or more of the defined benefit pension plans maintained by Abbott or its Continuing Affiliates in any Territory set forth on Schedule 8.4(a) (collectively, the “Abbott Transferor Pension Plans”), establish or designate defined benefit pension plans (collectively, the “New Mylan Transferee Pension Plans”) for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each benefit of such Transferred Employee, a Employees. The Transferred Employees (A) whose defined benefit pension obligation is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary or (B) who participate in one or more of the defined benefit pension plans maintained by Abbott or its Continuing Affiliates in any Territory set forth on Schedule 8.4(a) are referred to hereinafter as the “Abbott Transferred Pension Plan EmployeeEmployees.” The Abbott Transferred Pension Plan Employees shall be given credit under the respective New Mylan Transferee Pension Plan for all service with and compensation from Abbott or its Affiliates as if it were service with and compensation from New Mylan for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective New Mylan Transferee Pension Plan. Each New Mylan Transferee Pension Plan shall provide, upon the transfer of assets referred to below (or, if there is no transfer of assets with respect to a particular plan because the plan is not funded, as of the Closing), that the accrued benefits for the Abbott Transferred Pension Plan Employees under such New Mylan Transferee Pension Plan shall in no event be less than their accrued benefits under the corresponding Abbott Transferor Pension Plan as of the Closing. (i) With respect to any Abbott Transferor Pension Plan that is funded (other than any Abbott Transferor Pension Plan maintained in Germany), Abbott shall cause to be transferred from the trusts (or in the case of other funding vehicles, transferred from such funding vehicles) under such Abbott Transferor Pension Plan to the trusts or other funding vehicles under the corresponding New Mylan Transferee Pension Plan assets in the form of cash, cash equivalents, marketable securities or insurance contracts (to the extent allowable under the terms of such contracts and exclusively intended to cover plan benefits), the value of which shall be equal to: (i) the actuarial present value of projected (and not accrued) benefits (that is, the “projected benefit obligation” as defined in Topic 715 in the FASB’s Accounting Standards Codification, “PBO”) on under such Abbott Transferor Pension Plan as of the Closing Date that are attributable to the Abbott Transferred Pension Plan Employees divided by the PBO of all participants in such Abbott Transferor Pension Plan as of the Closing Date. Seller , multiplied by the market value of the assets of such Abbott Transferor Pension Plan at the Closing Date, provided that such transferred amount shall retain and be responsible not, in any event, exceed the PBO under such Abbott Transferor Pension Plan of all Abbott Transferred Pension Plan Employees as of the date of Closing or (ii) such greater amount as is required by applicable Law or the applicable Governmental Authority having jurisdiction over the Abbott Transferor Pension Plan in order to obtain approval for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Scheduletransfer. (ii) With respect to any Abbott Transferor Pension Plan maintained in Germany that has a corresponding Contractual Trust Arrangement (the “Abbott Contractual Trust Arrangement”), New Mylan shall cause a contractual trust arrangement (the “New Mylan Contractual Trust Arrangement”) to be established in connection with the corresponding New Mylan Transferee Pension Plan. Abbott shall cause to be transferred from the Abbott Contractual Trust Arrangement under such Abbott Transferor Pension Plan to the New Mylan Contractual Trust Arrangement under the corresponding New Mylan Transferee Pension Plan assets in the form of cash, cash equivalents and marketable securities, the value of which shall be equal to: (A) the PBO under such Abbott Transferor Pension Plan as of the Closing Date that is attributable to the Abbott Transferred Pension Plan Employees divided by the PBO of all participants in such Abbott Transferor Pension Plan as of the Closing Date, multiplied by the market value of the assets of such Abbott Contractual Trust Arrangement at the Closing Date, provided that such transferred amount shall not, in any event, exceed the PBO under such Abbott Transferor Pension Plan of all Abbott Transferred Pension Plan Employees as of the date of Closing or (B) such greater amount as is required by applicable Law or the applicable Governmental Authority having jurisdiction over the Abbott Transferor Pension Plan in order to obtain approval for the transfer. To the extent provided in (x) the Abbott Contractual Trust Arrangement maintained by Xxxxxx Arzneimittel GmbH (the “Arzneimittel Trust”) and the Abbott Contractual Trust Arrangement maintained by Xxxxxx Laboratories GmbH (the “GmbH Trust”) are anticipated to be overfunded according to Section 7.1(d)(ii) 8.3 of the Seller Disclosure Schedule, Seller shall effect respective trust agreement at the Closing (a transfer of “CTA Overfunding”) and (y) the assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee Arzneimittel Trust and the GmbH Trust are anticipated to be less than the PBO of all participants in such Abbott Contractual Trust Arrangement at the Closing (a “CTA Underfunding”), Abbott shall use reasonable best efforts under the regulations of Section 8.3 of the respective trust agreement of Arzneimittel Trust and GmbH Trust to use the CTA Overfunding to eliminate any CTA Underfunding and, if there is no CTA Underfunding or if any CTA Underfunding has been eliminated, withdraw any CTA Overfunding from Arzneimittel Trust and GmbH Trust prior to the Closing. (c) The amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii8.4(b) are collectively referred to as the “Pension Transfer Amounts”. The transfer of the Seller Disclosure Schedule (Pension Transfer Amounts, and the assumption by New Mylan and its Affiliates of Liabilities with respect to or relating to the Abbott Transferred Pension Plan Employees under the applicable Abbott Transferor Pension Plans, shall be subject to such greater amounts Consents and other requirements as may be apply under applicable Law, including the consent of the Abbott Transferred Pension Plan Employees to the extent required by applicable Law. New Mylan shall cause the corresponding New Mylan Transferee Pension Plans to accept the Pension Transfer Amounts. Except as otherwise provided in Section 8.4(b)(ii), to the extent an Abbott Transferor Pension Plan is not required to be funded by applicable Law and is not voluntarily funded as of the Closing, there shall be no transfer of assets by the Abbott Transferor Pension Plan or by Abbott or its Continuing Affiliates. Actuarial determinations shall be made in accordance with Section 8.4(g) below. (d) As of the “Closing Date, Abbott shall cause the Transferred Employees to cease further accrual of benefits under the pension plans sponsored by Abbott and its Continuing Affiliates. (e) The Pension Transfer Amount”), and Purchaser shall cause a Purchaser Employee if any, from each Abbott Transferor Pension Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be equitably adjusted to take into account benefit payments made from the Transferred Employee Plans Abbott Transferor Pension Plan to the applicable Abbott Transferred Pension Plan Employees after the Closing Date but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”)and for any earnings and losses on such amount during such period. The Interim Pension Payments Transfer Amount, if any, shall be reasonably determined by pursuant to Section 8.4(g) below. (f) At the times of the transfers of the Pension Transfer Amounts, New Mylan and the New Mylan Transferee Pension Plans shall assume all Liabilities for all accrued benefits, including all disability, part-time and other ancillary benefits, under the corresponding Abbott Transferor Pension Plans in respect of the Abbott Transferred Pension Plan Employees whose benefits are transferred, and Abbott and the Continuing Affiliates and the corresponding Abbott Transferor Pension Plans shall be relieved of all Liabilities to provide benefits under the Abbott Transferor Pension Plans to the Abbott Transferred Pension Plan Employees whose benefits are transferred. From and after the date of such applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of the Pension Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, from and after the Closing), New Mylan agrees to indemnify and hold harmless Abbott and its Continuing Affiliates and its and their officers, directors, employees, and agents from and against any and all costs, damages, losses, expenses, or other Liabilities arising out of or related to the Abbott Transferred Pension Plan Employees whose benefits under the Abbott Transferor Pension Plans are transferred to the New Mylan Transferee Pension Plans, or the transfer of benefits, assets and Liabilities pursuant to this Section 7.1(d)(ii8.4, or the cessation of participation in the Abbott Transferor Pension Plans in connection therewith. (g) For purposes of this Section 8.4, actuarial determinations shall be effected based upon the actuarial assumptions and methodologies used in preparing the most recent audited financial statements of Abbott as soon as practicable after of the Closing, but in any event date of the determination. The applicable plan sponsor of the Abbott Transferor Pension Plans shall cause the plan actuary or administrator to provide a report of its determination of such amount within one ninety (190) year after days of the Closing Date orand any back-up information reasonably required by New Mylan to confirm the accuracy of such determination. If New Mylan disputes the accuracy of the calculation, if laterNew Mylan and Abbott shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute. To the extent that a dispute is unresolved after a forty-five (45) day period following identification of such dispute, the earliest date that is administratively practicable as reasonably determined calculations shall be verified by Seller; providedan independent third party benefits consulting firm selected by the mutual agreement of Abbott and New Mylan. The decision of such consulting firm shall be final, however, that in no event binding and conclusive on Abbott and New Mylan. New Mylan and Abbott shall share equally the costs of such transfer take place until the receipt of any approval required by any Government Entityconsulting firm.

Defined Benefit Pension Plans. (a) Effective as of the Closing, New Mylan shall, with respect to any Transferred Employee (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “whose defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) obligation in one or more of the Seller Disclosure defined benefit pension plans maintained by Abbott or its Continuing Affiliates is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary under applicable Law as a result of the transactions contemplated by this Agreement or (ii) who participates in one or more of the defined benefit pension plans maintained by Abbott or its Continuing Affiliates in any Territory set forth on Schedule 8.4(a) (collectively, the “Abbott Transferor Pension Plans”), establish or designate defined benefit pension plans (collectively, the “New Mylan Transferee Pension Plans”) for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each benefit of such Transferred Employee, a Employees. The Transferred Employees (A) whose defined benefit pension obligation is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary or (B) who participate in one or more of the defined benefit pension plans maintained by Abbott or its Continuing Affiliates in any Territory set forth on Schedule 8.4(a) are referred to hereinafter as the “Abbott Transferred Pension Plan EmployeeEmployees.” The Abbott Transferred Pension Plan Employees shall be given credit under the respective New Mylan Transferee Pension Plan for all service with and compensation from Abbott or its Affiliates as if it were service with and compensation from New Mylan for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective New Mylan Transferee Pension Plan. Each New Mylan Transferee Pension Plan shall provide, upon the transfer of assets referred to below (or, if there is no transfer of assets with respect to a particular plan because the plan is not funded, as of the Closing), that the accrued benefits for the Abbott Transferred Pension Plan Employees under such New Mylan Transferee Pension Plan shall in no event be less than their accrued benefits under the corresponding Abbott Transferor Pension Plan as of the Closing. (b) (i) With respect to any Abbott Transferor Pension Plan that is funded (other than any Abbott Transferor Pension Plan maintained in Germany), Abbott shall cause to be transferred from the trusts (or in the case of other funding vehicles, transferred from such funding vehicles) under such Abbott Transferor Pension Plan to the trusts or other funding vehicles under the corresponding New Mylan Transferee Pension Plan assets in the form of cash, cash equivalents, marketable securities or insurance contracts (to the extent allowable under the terms of such contracts and exclusively intended to cover plan benefits), the value of which shall be equal to: (i) the actuarial present value of projected (and not accrued) benefits (that is, the “projected benefit obligation” as defined in Topic 715 in the FASB’s Accounting Standards Codification, “PBO”) on under such Abbott Transferor Pension Plan as of the Closing Date that are attributable to the Abbott Transferred Pension Plan Employees divided by the PBO of all participants in such Abbott Transferor Pension Plan as of the Closing Date. Seller , multiplied by the market value of the assets of such Abbott Transferor Pension Plan at the Closing Date, provided that such transferred amount shall retain and be responsible not, in any event, exceed the PBO under such Abbott Transferor Pension Plan of all Abbott Transferred Pension Plan Employees as of the date of Closing or (ii) such greater amount as is required by applicable Law or the applicable Governmental Authority having jurisdiction over the Abbott Transferor Pension Plan in order to obtain approval for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Scheduletransfer. (ii) To the extent provided in Section 7.1(d)(ii) of the Seller Disclosure Schedule, Seller shall effect a transfer of assets from the Transferred Employee Plans in With respect of the Liability for each to any Abbott Transferor Pension Plan Employee maintained in such amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii) of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) Germany that has a corresponding Contractual Trust Arrangement (the “Transfer AmountAbbott Contractual Trust Arrangement”), and Purchaser New Mylan shall cause a Purchaser Employee Plan contractual trust arrangement (the “New Mylan Contractual Trust Arrangement”) to accept such assetsbe established in connection with the corresponding New Mylan Transferee Pension Plan. Seller Abbott shall select the kind of assets cause to be transferred if there are alternate forms from the Abbott Contractual Trust Arrangement under such Abbott Transferor Pension Plan to the New Mylan Contractual Trust Arrangement under the corresponding New Mylan Transferee Pension Plan assets in the form of cash, cash equivalents and marketable securities, the value of which shall be equal to: (A) the PBO under such Abbott Transferor Pension Plan as of the Closing Date that is attributable to the Abbott Transferred Pension Plan Employees divided by the PBO of all participants in such Abbott Transferor Pension Plan as of the Closing Date, multiplied by the market value of the assets that may be transferred under local Law or existing Contractof such Abbott Contractual Trust Arrangement at the Closing Date, provided that such form is reasonably acceptable to Purchaser and permitted transferred amount shall not, in any event, exceed the PBO under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes such Abbott Transferor Pension Plan of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the all Abbott Transferred Employee Plans to the applicable Pension Plan Employees after as of the date of Closing or (B) such greater amount as is required by applicable Law or the applicable Governmental Authority having jurisdiction over the Abbott Transferor Pension Plan in order to obtain approval for the transfer. To the extent (x) the Abbott Contractual Trust Arrangement maintained by Xxxxxx Arzneimittel GmbH (the “Arzneimittel Trust”) and the Abbott Contractual Trust Arrangement maintained by Xxxxxx Laboratories GmbH (the “GmbH Trust”) are anticipated to be overfunded according to Section 8.3 of the respective trust agreement at the Closing Date but (a “CTA Overfunding”) and (y) the assets of the Arzneimittel Trust and the GmbH Trust are anticipated to be less than the PBO of all participants in such Abbott Contractual Trust Arrangement at the Closing (a “CTA Underfunding”), Abbott shall use reasonable best efforts under the regulations of Section 8.3 of the respective trust agreement of Arzneimittel Trust and GmbH Trust to use the CTA Overfunding to eliminate any CTA Underfunding and, if there is no CTA Underfunding or if any CTA Underfunding has been eliminated, withdraw any CTA Overfunding from Arzneimittel Trust and GmbH Trust prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”). The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected as soon as practicable after the Closing, but in any event within one (1) year after the Closing Date or, if later, the earliest date that is administratively practicable as reasonably determined by Seller; provided, however, that in no event shall such transfer take place until the receipt of any approval required by any Government Entity.

Defined Benefit Pension Plans. (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) of the Seller Disclosure Schedule for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “Pension Plan Employee”) on the Closing Date or a Deferred Closing Date, as applicable. Seller shall retain and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Schedule. (ii) To the extent provided in Section 7.1(d)(ii) of the Seller Disclosure Schedule, Seller shall effect a transfer of assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii) of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date or Deferred Closing Date, as applicable, but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”). The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected as soon as practicable after the Closing or a Deferred Closing, as applicable, but in any event within one (1) year after the Closing Date or a Deferred Closing Date, as applicable, or, if later, the earliest date that is administratively practicable as reasonably determined by Seller; provided, however, that in no event shall such transfer take place until the receipt of any approval required by any Government Entity.

Defined Benefit Pension Plans. (ia) Purchaser Effective as of the Closing Date, the Transferred Employees shall assume and be responsible no longer participate in respect of each Transferred Employee who participated in a plan that is a “the Sellers' defined benefit pension plan” within plans. Effective as of such date, the meaning of FAS87 as listed on Purchaser shall establish replacement defined benefit pension plans (the "NEW DEFINED BENEFIT PLANS") that are intended to be qualified under Section 7.1(d)(i401(a) of the Seller Disclosure Schedule Code, and a related trust or trusts that are intended to be exempt from taxation under Section 501(a) of the Code for the Liabilities benefit of the Transferred Employees, the terms of which plans and trust(s) shall be substantially comparable to the terms of the Sellers' defined benefit pension plans (and in relation to compliance with any applicable collective bargaining agreement). The Purchaser agrees that plan (each such plan, a “Transferred Employee Plan” the new Defined Benefit Plans and each such Transferred Employee, a “Pension Plan Employee”) their related trusts and funding arrangements shall be operative in all respects on the Closing Date. Date and the Purchaser agrees to deliver to the Seller shall retain and be responsible the certificate of an officer or an opinion of counsel representing that the New Defined Benefit Plans meet the requirements for the Liabilities in respect of each Transferred Employee qualification under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i401(a) of the Seller Disclosure Schedule. (ii) To the extent provided in Section 7.1(d)(ii) of the Seller Disclosure Schedule, Seller shall effect a transfer of assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii) of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”)Code. The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected Purchaser agrees as soon as practicable after the ClosingClosing Date to apply for, and take all actions necessary to secure, a determination letter from the Internal Revenue Service to the effect that the New Defined Benefit Plans are qualified under the applicable provisions of the Code. The Purchaser further agrees that if such a determination letter is not obtained, any liability resulting from the failure to obtain such letter shall be the responsibility of the Purchaser. The Purchaser shall recognize the Transferred Employees' service prior to the Closing Date with the Sellers for all purposes under the New Defined Benefit Plans. (b) As soon as practicable after the Closing Date, the Sellers shall cause to be transferred from the Sellers' defined benefit pension plans (the "SELLERS' PENSION PLANS") to the New Defined Benefit Plans all accrued benefits and other liabilities of the Sellers' Pension Plans relating to the Transferred Employees and to the employees of the Rolling Business whose employment terminated prior to the Closing Date ("FORMER EMPLOYEES") in the manner described below (the "TRANSFERRED BENEFITS"). Following completion of the transfer of assets and liabilities from the Sellers' Pension Plans to the New Defined Benefit Plans, the Sellers shall have no further liability whatsoever with respect to the Former Employees and the Transferred Employees for benefits under the Sellers' Pension Plans, other than liability for any breach of fiduciary duties or any nonexempt prohibited transaction occurring prior to such transfer. As of the Closing Date, the Sellers shall cause the Sellers' Pension Plans to be amended so as to cease further accrual of benefits with respect to the Former Employees and Transferred Employees. Section 6.03(b) of the Disclosure Schedule lists all Former Employees together with relevant data concerning their age, date of hire, date of termination and accrued pension benefits. (c) As a condition of making the transfer of assets and liabilities described below in this section, the Sellers and the Purchaser shall be entitled to receive the following: (i) in the case of the Sellers, a certificate from an officer or an opinion of counsel of the Purchaser representing that the New Defined Benefit Plans meet the requirements for qualification under Section 401(a) of the Code and that the Purchaser has timely requested a determination letter from the Internal Revenue Service confirming such qualification; (ii) in the case of the Purchaser, a certificate from an officer or an opinion of counsel of the Sellers representing that the Sellers' Plans have received a recent favorable determination from the Internal Revenue Service to the effect that the Sellers' Plans meet such requirements for qualification; and (iii) to Sellers' knowledge, there have been no amendments or actions since the issuance of such favorable determination letter which adversely affect such plans' qualifications. (d) The Sellers shall cause Deloitte & Touche (the "SELLERS' ACTUARY") to determine the amount of assets required by Section 414(l) of the Code for the Transferred Benefits obligation based on allocating assets by priority categories described in Section 4044(a) of ERISA (the "414(l) AMOUNT"), to be transferred from the Sellers' Plans to the New Defined Benefit Plans. The 414(l) Amount shall be determined as of the Closing Date by the Sellers' Actuary on the basis of the Pension Benefit Guaranty Corporation's safe harbor plan termination assumptions set forth in Section 4044 of ERISA and the remaining assumptions used in the most recent ERISA actuarial valuation of the Sellers' Plans (the "SAFE HARBOR ASSUMPTIONS"). In connection therewith, the Sellers shall cause the Sellers' Actuary to determine the amounts of charges and credits to the funding standard account under Section 412 of the Code, the funding standard account credit balance and the annual amortization charges and credits (such amounts determined under the provisions of Internal Revenue Service Revenue Ruling 81-212 and other applicable guidance) to be allocated between the Sellers' Plans and the New Defined Benefit Plans as a result of the transfer of assets and liabilities anticipated under this section. Such amounts shall be determined without regard to use of the de minimis option contained in such revenue ruling and the regulations promulgated under Section 414(l) of the Code. The actuarial calculation of the liabilities by Pension Benefit Guaranty Corporation priority categories underlying the 414(l) Amount determined by the Sellers' Actuary shall be reviewed and verified by an actuarial firm designated by the Purchaser (the "PURCHASER'S ACTUARY"). (e) As soon as practicable after the Closing Date, but in any no event within one (1) year after later than 30 days from the Closing Date or, if laterDate, the earliest date that is administratively practicable as Sellers shall prepare and file Form 5310A with respect to the transfer required by this section, and within 60 days of the Closing Date, the Sellers shall cause to be transferred from the trusts for the Sellers' Plans to the trusts established for the New Pension Plans an amount in cash and marketable securities acceptable to the parties equal to 80% of the amount reasonably determined estimated by Sellerthe Sellers' Actuary in good faith, after verification and approval by the Purchaser's Actuary, to be equal to the 414(l) Amount; provided, however, that such estimated amount shall be calculated prior to the last day of the month subsequent to the execution of this Agreement (the "INITIAL TRANSFER AMOUNT"). As soon as practicable after the final determination of the 414(l) Amount, calculated as of the Closing Date (the "TRUE-UP DATE"), but in no event later than 6 months from the Closing Date, the Sellers shall cause a second transfer to be made to the New Pension Plans in cash and marketable securities acceptable to the parties, of the "TRUE-UP AMOUNT". The True-Up Amount shall be equal to the (f) The Sellers' Actuary shall provide the Purchaser's Actuary with the results of the calculations made under paragraphs (d) and (e) above and with records and other information in support of such transfer take place until the receipt of any approval calculations as required by the Purchaser's Actuary to verify and approve such calculations. The Sellers and the Purchaser will cause their respective actuaries to work together in good faith to promptly resolve any Government Entitydifferences between them with respect to such calculations. The expenses of the Sellers' Actuary shall be borne by the Sellers, and the expenses of the Purchaser's Actuary shall be borne by the Purchaser. In the event such differences cannot be resolved, the two actuaries shall appoint a third actuary to resolve such differences, and the cost of such third actuary shall be equally borne by the Sellers and the Purchaser. The decision of such third actuary shall be final and binding on the Sellers and the Purchaser. (g) Notwithstanding any provisions to the contrary in this Section 6.03, it is the intention of the parties that the Sellers shall attempt to minimize the market risk from the Closing Date to the date the True Up Amount is transferred (the "MARKET RISK PERIOD") by placing 125% of the Initial Transfer Amount into a money market account or other fixed income investment vehicle offered by the Sellers' Trustee on the Closing Date (the "MONEY MARKET VEHICLE"), and it is agreed that the return on such investment during the Market Risk Period shall be paid to the Purchaser's New Defined Benefit Plans at the time of transfer of the True Up Amount. The Initial Transfer Amount and any distributions made with respect to Transferred Employees and Former Employees during the Market Risk Period shall be paid from the Money Market Vehicle. Promptly after the date hereof the Sellers and the Purchaser shall contact the PBGC and seek to have the PBGC terminate the PBGC Agreement and release the PBGC lien on the Ravenswood Owned Real Property. If the PBGC does not terminate the PBGC Agreement prior to the Closing or does not agree to postpone until after the Closing the quarterly installment contributions to the Sellers' Pension Plans described in Section 2(c)(ii) of the PBGC Agreement, and the Sellers are required to make any such quarterly installment contribution before the Closing, the Purchase Price shall be increased by the after-tax effective cost to the Sellers of such contribution, multiplied by 78%, representing the agreed upon share of such contribution attributable to the Transferred Benefits, plus interest at 6% from the date of such contribution to the Closing Date.

Defined Benefit Pension Plans. (a) Neither EnPro nor any of its subsidiaries shall become sponsoring employers of the following plans which are sponsored by Xxxxxxxx: (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) of the Seller Disclosure Schedule for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “Xxxxxxxx Corporation Employees' Pension Plan Employee”) on (the Closing Date. Seller shall retain and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Schedule."XXXXXXXX PLAN"); and (ii) To Xxxxxxxx Corporation Wage Employees' Pension Plan. (b) Neither Xxxxxxxx nor any of its subsidiaries shall become sponsoring employers of the extent provided in Section 7.1(d)(iifollowing plans which are sponsored by Coltec or Xxxxxxx Sealing Technologies LLC (the "COLTEC PLANS"): (i) Retirement Program for Employees of Coltec Industries Inc and Affiliated Companies (the "COLTEC PENSION PLAN"); (ii) Quincy Division Unit Pension Plan; and (iii) Pension Plan for Hourly Employees of the Xxxxxxx Sealing Technologies Division (Palmyra, New York) of Xxxxxxx Inc. (c) With respect to any EIP Employee who is a participant in the Seller Disclosure ScheduleXxxxxxxx Plan, Seller the Distribution Date shall effect constitute a transfer termination of assets employment for purposes of such plan; provided, however, that all such employees shall be deemed vested under such plan on the Distribution Date. The Coltec Pension Plan shall be amended to provide that EIP Employees who are participants in the Xxxxxxxx Plan and who do not elect to commence the payment of pension benefits under the Xxxxxxxx Plan prior to or on the Distribution Date shall receive credit (for purposes of vesting and benefit determination) for all service and earnings accrued under the Xxxxxxxx Plan; provided, however, that the amount payable under the Coltec Plan shall be offset by any amount payable from the Transferred Employee Plans in respect of the Liability for each Xxxxxxxx Plan. The Coltec Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and further amended to provide that EIP Employees who are participants in accordance with Section 7.1(d)(ii) the Xxxxxxxx Plan who elect to commence payment of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted pension benefits under the Contract Xxxxxxxx Plan on or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date but prior to the date Distribution Date shall receive credit for service accrued under the Xxxxxxxx Plan for vesting purposes, but shall receive no such credit for benefit determination purposes and such participant's benefit under the Coltec Pension Plan shall not be offset by benefits paid under the Xxxxxxxx Plan. (d) In December 2001, all liabilities and associated assets relating to current retirees within the Coltec Pension Plan, active employees who will be employed by Xxxxxxxx or a subsidiary of transfer by Seller Xxxxxxxx after the Distribution Date, and former employees who were vested in the Coltec Pension Plan were transferred from the Coltec Pension Plan to the Xxxxxxxx Plan. Xxxxxxxx shall cause one or its Affiliates (“Interim more transfers of liabilities and assets between the Xxxxxxxx Plan and the Coltec Pension Payments”). The Interim Pension Payments shall be reasonably determined by Plan to reflect changes in the applicable plan’s administrator employment status of EIP Employees or other employees that participate in accordance with actuarial advice these plans that occur between November 2001 and administrative practicethe Distribution Date. Any transfer of assets pursuant to this Section 7.1(d)(ii) true-up process shall be effected as soon as practicable after reflect the Closing, but in any event within one (1) year after termination value of the Closing Date or, if later, the earliest date that is administratively practicable as reasonably determined by Sellerliabilities; provided, however, however that in no event shall such transfer take place until shall comply with Section 414 of the receipt of any approval required by any Government EntityInternal Revenue Code.