Common use of Foreign Plans Clause in Contracts

Foreign Plans. (a) With respect to each New Xxxxxx Free-Standing Foreign Plan: (i) New Xxxxxx and the Company shall take, or cause to be taken, all such action as may be necessary or appropriate in order to establish New Xxxxxx or one or more New Xxxxxx Subsidiaries, as appropriate, as successor to the Company or any of its subsidiaries as to all rights, assets, duties, liabilities and obligations as of the Cut-off Date under, or with respect to, such New Xxxxxx Free-Standing Foreign Plan. The Company agrees that it shall, as soon as practicable, provide New Xxxxxx with all information (in the possession of the Company or a Company Subsidiary and not already in the possession of New Xxxxxx or a New Xxxxxx Subsidiary) as may be reasonably requested by New Xxxxxx and necessary for the New Xxxxxx or New Xxxxxx Subsidiaries to administer effectively such New Xxxxxx Free-Standing Foreign Plan. (ii) From and after the Cut-off Date, the Company and the Company Subsidiaries shall cease to have any liability or obligation whatsoever under such New Xxxxxx Free-Standing Foreign Plan; provided, however, that the Company shall make all required contributions to such New Xxxxxx Free-Standing Foreign Plan for all Prior Plan Years, to the extent not previously made. The Company and New Xxxxxx shall take such action as is necessary to effect an adjustment to the books of the Company and New Xxxxxx so that, as of the Cut-off Date, the prepaid expense balances and accrued pension liabilities with respect to such New Xxxxxx Free-Standing Foreign Plan are reflected on New Xxxxxx'x consolidated balance sheet, rather than the Company's consolidated balance sheet as of the Cut-off Date. As of the Cut-off Date, New Xxxxxx and the New Xxxxxx Subsidiaries shall assume or retain, as the case may be, and shall be solely responsible for, all liabilities and obligations whatsoever under such New Xxxxxx Free-Standing Foreign Plan, except as otherwise specifically provided in this Section 2.04(a)(ii). (b) Effective as of the Cut-off Date, Company and the Company Subsidiaries shall take, or cause to be taken, all such action as may be necessary or appropriate in order to establish Company or one or more Company Subsidiaries, as appropriate, to retain and be solely responsible for all assets, liabilities and obligations whatsoever of the Company and its subsidiaries under each Company Retained Foreign Plan. The Company and New Xxxxxx shall take such action as is necessary to effect an adjustment to the books of the Company and New Xxxxxx so that, as of the Cut-off Date, the prepaid expense balances and accrued pension liabilities with respect to the Company Retained Foreign Plans are reflected on the Company's consolidated balance sheet rather than New Xxxxxx'x consolidated balance sheet as of the Cut-off Date. From and after the Cut-off Date, New Xxxxxx and the New Xxxxxx Subsidiaries shall cease to have any liability or obligation whatsoever with respect to any of the Company Retained Foreign Plans.

Foreign Plans. (a) With If a Foreign Plan is sponsored or maintained by one or more entities, and all of the shares or other indicia of ownership of such entity or entities are to be acquired (directly or indirectly) by the Purchaser pursuant to the transactions contemplated herein, the Purchaser shall assume all obligations under such Foreign Plan to current and former employees of such entity or entities. (b) In the event that the acquisition of a foreign division of the Seller by the Purchaser is structured in a manner other than described in clause (a) above, and one or more of the entities comprising such foreign division sponsors a Foreign Plan, the following rules shall apply with respect to each New Xxxxxx Free-Standing such Foreign Plan: (i) New Xxxxxx To the extent that any Foreign Plan is an externally funded plan, the Purchaser and the Company shall take, or cause Seller agree to determine the actuarially appropriate level of assets to be taken, all transferred from such action as may Foreign Plan to a similar employee benefit plan maintained by (or to be necessary or appropriate established by) the Purchaser. To the extent that book reserves have been established for an internally financed Foreign Plan and assets have been placed in order to establish New Xxxxxx or one or more New Xxxxxx Subsidiaries, as appropriate, as successor to a separate account for the Company or any purpose of its subsidiaries as to all rights, assets, duties, liabilities and funding obligations as of the Cut-off Date under, or with respect to, under such New Xxxxxx Free-Standing Foreign Plan, the Seller or the applicable entity will transfer sufficient funds to cover the accrued benefit obligations of participating Business Employees and Former Business Employees. The Company agrees To the extent that it shall, as soon as practicable, provide New Xxxxxx with all information (in the possession of the Company or a Company Subsidiary and not already in the possession of New Xxxxxx or a New Xxxxxx Subsidiary) as may be reasonably requested by New Xxxxxx and necessary for the New Xxxxxx or New Xxxxxx Subsidiaries to administer effectively such New Xxxxxx Free-Standing actuarial reserves have been built up within an insured Foreign Plan, the Seller will transfer the amount necessary to fund the accrued obligations of participating Business Employees and Former Business Employees. (ii) From All such transfers and payments described in clause (i) shall occur as soon as practicable after the Cut-off Date, the Company Closing Date and the Company Subsidiaries shall cease to have any liability or obligation whatsoever under such New Xxxxxx Free-Standing Foreign Plan; provided, however, that the Company shall make all required contributions to such New Xxxxxx Free-Standing Foreign Plan for all Prior Plan Years, to the extent not previously made. The Company and New Xxxxxx shall take such action as is necessary to effect an adjustment to the books of the Company and New Xxxxxx so that, as of the Cut-off Date, the prepaid expense balances and accrued pension liabilities with respect to such New Xxxxxx Free-Standing Foreign Plan are reflected on New Xxxxxx'x consolidated balance sheet, rather than the Company's consolidated balance sheet as of the Cut-off Date. As of the Cut-off Date, New Xxxxxx and the New Xxxxxx Subsidiaries shall assume or retain, as the case may be, and shall be solely responsible for, all liabilities and obligations whatsoever under such New Xxxxxx Free-Standing Foreign Plan, except as otherwise specifically provided in this Section 2.04(a)(ii). (b) Effective as of the Cut-off Date, Company and the Company Subsidiaries shall take, or cause amount to be takentransferred, all such action as may be necessary or appropriate in order to establish Company or one or more Company Subsidiariesif applicable, as appropriate, to retain and be solely responsible for all assets, liabilities and obligations whatsoever of the Company and its subsidiaries under each Company Retained Foreign Plan. The Company and New Xxxxxx shall take such action as is necessary to effect an adjustment to the books of the Company and New Xxxxxx so that, as of the Cut-off Date, the prepaid expense balances and accrued pension liabilities with respect to the Company Retained Foreign Plans are reflected on the Company's consolidated balance sheet rather than New Xxxxxx'x consolidated balance sheet as of the Cut-off Date. From and after the Cut-off Date, New Xxxxxx and the New Xxxxxx Subsidiaries shall cease to have any liability or obligation whatsoever with respect to any Foreign Plan shall be sufficient to cover the accrued benefit obligations of the Company Retained Foreign PlansBusiness Employees and Former Business Employees participating in such plan calculated using usual country-specific actuarial assumptions. (c) For the one-year period commencing on the Closing Date, the Purchaser agrees to provide all Business Employees and Former Business Employees, if applicable, of a foreign division of the Seller acquired by the Purchaser with health, welfare and other employee benefits that in the aggregate are substantially equivalent to, and no less favorable than, those provided to such Business Employees and Former Business Employees immediately prior to the Closing Date and, with respect to those Business Employees and Former Business Employees whose employment is governed by the terms of a collective bargaining agreement, such health, welfare and other employee benefits as are required by the terms of such collective bargaining agreement for the duration thereof.

Foreign Plans. (a) With respect to each New Xxxxxx Free-Standing Foreign Plan: (i) New Xxxxxx and the Company shall take, or cause to be taken, all such action as may be necessary or appropriate ap- propriate in order to establish New Xxxxxx or one or more New Xxxxxx Subsidiaries, as appropriate, as successor to the Company or any of its subsidiaries as to all rights, assets, duties, liabilities and obligations as of the Cut-Cut- off Date under, or with respect to, such New Xxxxxx Free-Free- Standing Foreign Plan. The Company agrees that it shall, as soon as practicable, provide New Xxxxxx with all information infor- mation (in the possession of the Company or a Company Subsidiary Sub- sidiary and not already in the possession of New Xxxxxx or a New Xxxxxx Subsidiary) as may be reasonably requested by New Xxxxxx and necessary for the New Xxxxxx or New Xxxxxx Subsidiaries to administer effectively such New Xxxxxx Free-Standing Foreign Plan. (ii) From and after the Cut-off Date, the Company and the Company Subsidiaries shall cease to have any liability or obligation whatsoever under such New Xxxxxx Free-Free- Standing Foreign Plan; provided, however, that the Company shall make all required contributions to such New Xxxxxx Free-Standing Foreign Plan for all Prior Plan Years, to the extent not previously made. The Company and New Xxxxxx Mor- ton shall take such action as is necessary to effect an adjustment to the books of the Company and New Xxxxxx so that, as of the Cut-off Date, the prepaid expense balances and accrued pension liabilities with respect to such New Xxxxxx Free-Standing Foreign Plan are reflected on New Xxxxxx'x consolidated balance sheet, rather than the Company's consolidated balance sheet as of the Cut-off Date. As of the Cut-off Date, New Xxxxxx and the New Xxxxxx Mor- ton Subsidiaries shall assume or retain, as the case may be, and shall be solely responsible for, all liabilities and obligations whatsoever under such New Xxxxxx Free-Free- Standing Foreign Plan, except as otherwise specifically provided in this Section 2.04(a)(ii). (b) Effective as of the Cut-off Date, Company and the Company Subsidiaries shall take, or cause to be taken, all such action as may be necessary or appropriate in order to establish es- tablish Company or one or more Company Subsidiaries, as appropriateap- propriate, to retain and be solely responsible for all assets, liabilities and obligations whatsoever of the Company and its subsidiaries under each Company Retained Foreign Plan. The Company and New Xxxxxx shall take such action as is necessary to effect an adjustment to the books of the Company and New Xxxxxx so that, as of the Cut-off Date, the prepaid expense balances and accrued pension liabilities with respect to the Company Retained Foreign Plans are reflected on the Company's consolidated balance sheet rather than New Xxxxxx'x consolidated xxxxxxx- dated balance sheet as of the Cut-off Date. From and after the Cut-off Date, New Xxxxxx and the New Xxxxxx Subsidiaries shall cease to have any liability or obligation whatsoever with respect re- spect to any of the Company Retained Foreign Plans.