Defined Benefit Plan Transfers Sample Clauses

Defined Benefit Plan Transfers. (i) Effective as of the Closing Date, the Affected Employees who participated in the ▇▇▇▇ ▇▇▇ Corporation Consolidated Hourly Pension Plan and the ▇▇▇▇ ▇▇▇ Corporation Salaried Pension Plan (each, a “Seller Pension Plan”) immediately prior to the Closing Date shall no longer participate in the Seller Pension Plan, and the Seller shall take all action necessary prior to the Closing Date as may be required to achieve this result. Effective as of the Closing Date, the Parties shall take all action necessary to effectuate transfers from the Seller Pension Plans to the Bimbo Bakeries USA Pension Plan (the “Purchaser Pension Plan”) of all liabilities of the Seller Pension Plans for benefits accrued through the Closing Date in respect of Pension Transfer Participants taking into account satisfaction by Pension Transfer Participants after the Closing Date of eligibility requirements for benefits protected by Section 411(d)(6) of the Code (the “Transferred Benefits”), and none of Seller, any Seller Affiliate or the Seller Pension Plan shall have any further responsibility for the Transferred Benefits. (ii) As soon as practical following the Closing Date, there shall be transferred from the trust fund of the Seller Pension Plan (the “Seller Trust”) to the trust designated to fund the Purchaser Pension Plan (the “Purchaser Trust”) an amount of assets in cash determined as described herein. A nationally recognized actuary selected by Seller (the “Seller Actuary”) shall determine the amount of assets to be transferred to the Purchaser Pension Plan (the “Transfer Value”) with respect to Pension Transfer Participants. The Transfer Value that will be transferred to the Purchaser Pension Plan will be the amount which would be allocated to the Pension Transfer Participants if the Seller Pension Plan was terminated as of the Closing Date and assets were allocated to participants using assumptions for interest rates, mortality, and XRAs set forth in Sections 4044.51 through 4044.57, excluding Appendix C of Part 4044 of the regulations under Section 4044 of ERISA. (iii) Purchaser and Seller acknowledge and agree that such transfer of assets and Liabilities will comply with Sections 401(a)(12), 414(l) and 411(d)(6) of the Code and the regulations thereunder. (iv) Effective as of the Closing, Purchaser and the Purchaser Pension Plan shall assume all liabilities for all accrued benefits of Pension Transfer Participants under the Seller Pension Plans, and Seller and the Seller Pen...