Common use of Defined Benefit Pension Plans Clause in Contracts

Defined Benefit Pension Plans. Through at least the One-Year Period, Del Monte shall, or shall cause the Surviving Corporation to, maintain those Spinco Benefit Plans that are intended to be qualified defined benefit pension plans for purposes of Section 401(a) of the Internal Revenue Code in which hourly Spinco Employees participate as of the Effective Time (the "Spinco Pension Plans") and under which, as of the 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 the Employee Benefits Agreement. In addition, after the Effective Time, Heinz shall cause to be transferred, in accordance with Section 414(l) of the 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 (and the pro rata amount of any excess assets available with respect to each such Spinco Pension Plan) in accordance with the terms of the Employee Benefits Agreement, and Del Monte shall cause the trustee of the Spinco Pension Plans to accept such assets; 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 a timely manner, as may be required by the 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. Through at least the One-Year Period, Del Monte shall, or (i) Purchaser shall cause the Surviving Corporation to, maintain those Spinco Benefit Plans assume and be responsible in respect of each Transferred Employee who participated in a plan that are intended to be qualified is a “defined benefit pension plans for purposes plan” within the meaning of FAS87 as listed on Section 401(a7.1(d)(i) of the Internal Revenue Code Seller Disclosure Schedule for the Liabilities in which hourly Spinco Employees participate as 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 Effective Time Seller Disclosure Schedule. (ii) To the "Spinco Pension Plans"extent provided in Section 7.1(d)(ii) and under which, as of the Effective TimeSeller Disclosure Schedule, Seller shall effect a transfer of assets from the Surviving Corporation shall, Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall be reasonably determined 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 the Employee Benefits Agreement. In addition, after the Effective Time, Heinz shall cause to be transferred, Seller’s actuary and in accordance with Section 414(l7.1(d)(ii) of the Code and Section 4044 of ERISA, to Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (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 (and the pro rata amount of any excess assets available with respect to each such Spinco Pension Plan) in accordance with the terms of the Employee Benefits Agreement“Transfer Amount”), and Del Monte Purchaser shall cause the trustee of the Spinco Pension Plans 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 Heinz in no event shall only cause such assets to be transferred after transfer take place until the 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 a timely manner, as may be approval required by the 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 Codeany Government Entity.

Defined Benefit Pension Plans. Through at least (a) Neither EnPro nor any of its subsidiaries shall become sponsoring employers of the One-Year Periodfollowing plans which are sponsored by Xxxxxxxx: (i) Xxxxxxxx Corporation Employees' Pension Plan (the "XXXXXXXX PLAN"); and (ii) Xxxxxxxx Corporation Wage Employees' Pension Plan. (b) Neither Xxxxxxxx nor any of its subsidiaries shall become sponsoring employers of the following 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, Del Monte shallNew York) of Xxxxxxx Inc. (c) With respect to any EIP Employee who is a participant in the Xxxxxxxx Plan, or the Distribution Date shall cause the Surviving Corporation to, maintain those Spinco Benefit Plans that are intended to be qualified defined benefit pension plans constitute a termination of employment for purposes of Section 401(a) of the Internal Revenue Code in which hourly Spinco Employees participate as of the Effective Time (the "Spinco Pension Plans") and under which, as of the 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 the Employee Benefits Agreement. In addition, after the Effective Time, Heinz shall cause to be transferred, in accordance with Section 414(l) of the 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 (and the pro rata amount of any excess assets available with respect to each such Spinco Pension Plan) in accordance with the terms of the Employee Benefits Agreement, and Del Monte shall cause the trustee of the Spinco Pension Plans to accept such assetsplan; provided, however, that Heinz all such employees shall only 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 Xxxxxxxx Plan. The Coltec Pension Plan shall be further amended to provide that EIP Employees who are participants in the Xxxxxxxx Plan who elect to commence payment of pension benefits under the Xxxxxxxx Plan on or prior to the 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 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 such one or more transfers of liabilities and assets between the Xxxxxxxx Plan and the Coltec Pension Plan to be transferred after receipt from Del Monte reflect changes in the employment status of a copy EIP Employees or other employees that participate in these plans that occur between November 2001 and the Distribution Date. Any transfer of assets pursuant to this true-up process shall reflect the termination value of the most recent favorable IRS determination letter for each Spinco Pension Plan received by Del Monte or an opinion of counselliabilities; provided, which opinion and counsel however that such transfer 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 comply with the IRS requesting a favorable determination that each Spinco Pension Plan is qualified under Section 401(a) 414 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 a timely manner, as may be required by the 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 Internal Revenue Code.

Defined Benefit Pension Plans. Through at least (a) Neither EnPro nor any of its subsidiaries shall become sponsoring employers of the One-Year Periodfollowing plans which are sponsored by Goodrich: (i) Goodrich Corporation Employees' Pensixx Xxxx (the "GOODRICH XXXX"); and (ii) Goodrich Corporatxxx Xxxx Employees' Pension Plan. (b) Neither Goodrich nor any of its subsidiaries shall become sponsoring employerx xx xxx following plans which are sponsored by Coltec or Garlock Sealing Technologies LLC (the "COLTEC PLANS"): (x) Xetirement 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 Garlock Sealing Technologies Division (Palmyra, Del Monte shallNew York) xx Xxxxock Inc. (c) With respect to any EIP Employee who is a xxxxxxipant in the Goodrich Plan, or the Distribution Date shall cause the Surviving Corporation to, maintain those Spinco Benefit Plans that are intended to be qualified defined benefit pension plans constitute a termination ox xxxxxxment for purposes of Section 401(a) of the Internal Revenue Code in which hourly Spinco Employees participate as of the Effective Time (the "Spinco Pension Plans") and under which, as of the 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 the Employee Benefits Agreement. In addition, after the Effective Time, Heinz shall cause to be transferred, in accordance with Section 414(l) of the 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 (and the pro rata amount of any excess assets available with respect to each such Spinco Pension Plan) in accordance with the terms of the Employee Benefits Agreement, and Del Monte shall cause the trustee of the Spinco Pension Plans to accept such assetsplan; provided, however, that Heinz all such employees shall only 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 Goodrich Plan and who do not elect to commence the payment of pension xxxxxxxs under the Goodrich Plan prior to or on the Distribution Date shall receive credxx (xxx purposes of vesting and benefit determination) for all service and earnings accrued under the Goodrich Plan; provided, however, that the amount payable under the Cxxxxx Xxan shall be offset by any amount payable from the Goodrich Plan. The Coltec Pension Plan shall be further amended to prxxxxx xxat EIP Employees who are participants in the Goodrich Plan who elect to commence payment of pension benefits under xxx Xxxdrich Plan on or prior to the Distribution Date shall receive credxx xxx xervice accrued under the Goodrich Plan for vesting purposes, but shall receive no such credit xxx xxxxfit determination purposes and such participant's benefit under the Coltec Pension Plan shall not be offset by benefits paid under the Goodrich Plan. (d) In December 2001, all liabilities and axxxxxxxxd assets relating to current retirees within the Coltec Pension Plan, active employees who will be employed by Goodrich or a subsidiary of Goodrich after the Distribution Date, and xxxxxx employees who were vxxxxx xx the Coltec Pension Plan were transferred from the Coltec Pension Plan to the Goodrich Plan. Goodrich shall cause such one or more transfers of liabilitxxx xxx assets xxxxxxx the Goodrich Plan and the Coltec Pension Plan to be transferred after receipt from Del Monte reflect changes in the exxxxxxxxt status of a copy EIP Employees or other employees that participate in these plans that occur between November 2001 and the Distribution Date. Any transfer of assets pursuant to this true-up process shall reflect the termination value of the most recent favorable IRS determination letter for each Spinco Pension Plan received by Del Monte or an opinion of counselliabilities; provided, which opinion and counsel however that such transfer 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 comply with the IRS requesting a favorable determination that each Spinco Pension Plan is qualified under Section 401(a) 414 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 a timely manner, as may be required by the 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 Internal Revenue Code.

Defined Benefit Pension Plans. Through at least (a) Neither EnPro nor any of its subsidiaries shall become sponsoring employers of the One-Year Periodfollowing plans which are sponsored by Xxxxxxxx: (i) Xxxxxxxx Corporation Employees' Pension Plan (the "XXXXXXXX PLAN"); and (ii) Xxxxxxxx Corporation Wage Employees' Pension Plan. (b) Neither Xxxxxxxx nor any of its subsidiaries shall become sponsoring employers of the following 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, Del Monte shallNew York) of Garlock Inc. (c) With respect to any EIP Employee who is a participant in the Xxxxxxxx Plan, or the Distribution Date shall cause the Surviving Corporation to, maintain those Spinco Benefit Plans that are intended to be qualified defined benefit pension plans constitute a termination of employment for purposes of Section 401(a) of the Internal Revenue Code in which hourly Spinco Employees participate as of the Effective Time (the "Spinco Pension Plans") and under which, as of the 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 the Employee Benefits Agreement. In addition, after the Effective Time, Heinz shall cause to be transferred, in accordance with Section 414(l) of the 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 (and the pro rata amount of any excess assets available with respect to each such Spinco Pension Plan) in accordance with the terms of the Employee Benefits Agreement, and Del Monte shall cause the trustee of the Spinco Pension Plans to accept such assetsplan; provided, however, that Heinz all such employees shall only 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 Xxxxxxxx Plan. The Coltec Pension Plan shall be further amended to provide that EIP Employees who are participants in the Xxxxxxxx Plan who elect to commence payment of pension benefits under the Xxxxxxxx Plan on or prior to the 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 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 such one or more transfers of liabilities and assets between the Xxxxxxxx Plan and the Coltec Pension Plan to be transferred after receipt from Del Monte reflect changes in the employment status of a copy EIP Employees or other employees that participate in these plans that occur between November 2001 and the Distribution Date. Any transfer of assets pursuant to this true-up process shall reflect the termination value of the most recent favorable IRS determination letter for each Spinco Pension Plan received by Del Monte or an opinion of counselliabilities; provided, which opinion and counsel however that such transfer 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 comply with the IRS requesting a favorable determination that each Spinco Pension Plan is qualified under Section 401(a) 414 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 a timely manner, as may be required by the 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 Internal Revenue Code.

Defined Benefit Pension Plans. Through at least the One-Year Period(i) Neither ThedaCare nor any ThedaCare Affiliates has: (1) incurred or, Del Monte shallto ThedaCare’s Knowledge, reasonably expects to incur, either directly or shall cause the Surviving Corporation toindirectly, maintain those Spinco Benefit Plans that are intended any Material liability under Title I or Title IV of ERISA; (2) failed to be qualified timely pay premiums to PGBC as required under Section 4007 of ERISA; (3) withdrawn from any defined benefit pension plans for purposes of plan; or (4) engaged in any transaction which would give rise to liability under Section 401(a4069 or Section 4212(c) of the Internal Revenue Code ERISA. (ii) Except as set forth on Schedule 6.2(q), no Material accumulated funding deficiency, whether or not waived, exists with respect to any ThedaCare Benefit Plan, and, to ThedaCare’s Knowledge, no event has occurred or circumstance exists that reasonably may result in which hourly Spinco Employees participate a Material accumulated funding deficiency as of the Effective Time (the "Spinco Pension Plans") and under which, as last day of the Effective Timecurrent plan year of any such ThedaCare Benefit Plan. (iii) The actuarial report for any pension plan pursuant to which ThedaCare or any ERISA Affiliate participated fairly presents in all Material respects the financial condition and the results of operations of each such pension plan in accordance with generally accepted accounting principles. (iv) Since the last valuation date for each pension plan pursuant to which ThedaCare or any ERISA Affiliate participated, to ThedaCare’s Knowledge, no event has occurred or circumstance exists that would Materially increase the Surviving Corporation shall, by operation amount of law, assume benefits under any such pension plan or that would cause the Pension Liabilities excess of pension plan assets over benefit liabilities (as defined in ERISA § 4001) to Materially decrease, or the Employee Benefits Agreement)amount by which benefit liabilities exceed assets to Materially increase, which liabilities will be calculated using other than the assumptions provided in the Employee Benefits Agreement. In addition, after the Effective Time, Heinz shall cause to be transferred, in accordance with Section 414(l) normal market fluctuation of the Code investments from time to time. (v) No reportable event (as defined in ERISA § 4043 and Section 4044 of ERISA, to the trustee of the Spinco Pension Plans, assets, in regulations issued thereunder) has occurred with respect to each Spinco Pension any ThedaCare Benefit Plan. (vi) To ThedaCare’s Knowledge, there is no fact or circumstance that are equal may give rise to any Material liability of ThedaCare or any ERISA Affiliate to the Pension Liabilities as PBGC under Title IV of the Effective Time (and the pro rata amount of any excess assets available with respect to each such Spinco Pension Plan) in accordance with the terms of the Employee Benefits Agreement, and Del Monte shall cause the trustee of the Spinco Pension Plans to accept such assets; 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 a timely manner, as may be required by the 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 CodeERISA.