Non-U.S. Retirement Plans. (a) Except as otherwise provided in Article XIV, with respect to any IR Benefit Plan covering non-U.S. Allegion Group Employees or Former Allegion Group Employees and which is a defined benefit or defined contribution retirement or pension plan, Allegion shall cause each such Allegion Group Employee or Former Allegion Group Employee, as applicable, to become covered by a corresponding Allegion Benefit Plan which is a defined benefit or defined contribution retirement or pension plan, effective as of the Effective Time or as soon as practicable thereafter. To the extent such coverage does not commence until following the Effective Time, Allegion shall indemnify IR for any continued participation by such employee in the corresponding IR Benefit Plan. IR will reasonably cooperate with Allegion in complying with the immediately preceding sentence. The Parties have set forth on Schedule 10.1(a) a listing of those non-U.S. IR retirement or pension plans in which Allegion Group Employees and Former Allegion Group Employees are known to participate. Schedule 10.1(a) may be updated by mutual written consent of IR and Allegion at any time up to 60 days after the Effective Time.
(b) Except as otherwise provided in Article XIV, with respect to any Allegion Benefit Plan covering non-U.S. IR Group Employees or Former IR Group Employees and which is a defined benefit or defined contribution retirement or pension plan, IR shall cause each such IR Group Employee or Former IR Group Employee, as applicable, to become covered by a corresponding IR benefit plan which is a defined benefit or defined contribution retirement or pension plan, effective as of the Effective Time or as soon as practicable thereafter. To the extent such coverage does not commence until following the Effective Time, IR shall indemnify Allegion for any continued participation by such employee in the corresponding Allegion Benefit Plan. Allegion will reasonably cooperate with IR in complying with the immediately preceding sentence. The Parties have set forth on Schedule 10.1(b) a listing of those non-U.S. Allegion retirement or pension plans in which IR Group Employees and Former IR Group Employees are known to participate. Schedule 10.1(b) may be updated by mutual written consent of IR and Allegion at any time up to 60 days after the Effective Time.
Non-U.S. Retirement Plans. The applicable terms governing treatment of the Non-U.S. Retirement Plans shall be as set forth in Schedule 3.3.
Non-U.S. Retirement Plans. Following the Distribution Date, Western Union shall cause its Non-U.S. Subsidiaries to continue to maintain in full force and effect retirement plans as were sponsored and maintained by such Subsidiaries immediately prior to the Distribution Date, and neither First Data nor any First Data Subsidiary shall have any liability or obligation with respect to such plans or any participants or former participants in such plans with respect to their participation therein. In addition, effective either prior to or as of the Distribution Date, Western Union shall cause its Non-U.S. Subsidiaries in the United Kingdom, Japan, Canada, and Australia to adopt retirement plans with appropriate eligibility and benefits terms to ensure that Non-Domestic Business Employees in such countries are either (1) eligible to participate in the same type of plan and enjoy the same level of benefits for which such Non-Domestic Business Employees were eligible immediately prior to the Distribution Date (or date of plan adoption, if earlier), or (2) eligible to participate in a plan intended to provide a comparable level of benefits for which such Non-Domestic Business Employees were eligible immediately prior to the Distribution Date (or date of plan adoption, if earlier).
Non-U.S. Retirement Plans. (a) As of the Effective Time, the nVent Group shall retain (or establish or assume to the extent necessary) sponsorship of the nVent Non-U.S. Retirement Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the nVent Group.
(b) As of the Effective Time, the Pentair Group shall retain (or establish or assume to the extent necessary) sponsorship of the Pentair Non-U.S. Retirement Plans, and, from and after the Effective Time, all Assets and Liabilities thereunder shall be the Assets and Liabilities of the Pentair Group.
Non-U.S. Retirement Plans. The parties have set forth on Schedule 3.3(a) a listing of those non-U.S. iGATE retirement or pension plans in which Non-U.S. Mastech Employees are known to participate and which is a defined benefit or defined contribution retirement or pension plan (an “iGATE Non-U.S. Plan”) and have set forth on Schedule 3.3(b) a listing of those non-U.S. Mastech retirement or pension plans in which Non-U.S. iGATE Employees are known to participate and which is a defined benefit or defined contribution retirement or pension plan (a “Mastech Non-U.S. Plan”).
(a) With respect to any iGATE Non-U.S. Plan covering non-U.S. Mastech Employees, Mastech shall cause each such Mastech Employee to become covered by a corresponding Mastech Plan which is a defined benefit or defined contribution retirement or pension plan, effective as of the Effective Time or as soon as practicable thereafter and shall, to the extent such coverage does not commence until following the Effective Time, indemnify iGATE for any continued participation by such employee in the corresponding iGATE Plan. iGATE will reasonably cooperate with Mastech in complying with the immediately preceding sentence. In accordance with applicable law, iGATE and Mastech shall cause, in the manner described herein, the accounts under any iGATE Non-U.S. Plan of each Mastech Employee and former Mastech Employee and each iGATE Transferee to be transferred to a Mastech Plan as soon as practicable after the Effective Time. As soon as practicable after the Effective Time: (i) iGATE shall cause the accounts (including any outstanding loan balances) of each Mastech Employee, former Mastech employee and iGATE Transferee in an iGATE Non-U.S. Plan to be transferred to a Mastech Plan; (ii) Mastech (or any successor Mastech Entity) and the Mastech Plan shall assume and be solely responsible for all liabilities under the transferred iGATE Non-U.S. Plan relating to the accounts that are so transferred as of the time of such transfer; and (iii) Mastech shall cause such transferred accounts to be accepted by the Mastech Plan. In determining whether a Mastech Employee is vested in his or her account under the Mastech Plan, the Mastech Plan shall credit each Mastech Employee and iGATE Transferee with all the individual’s service credited under the iGATE Non-U.S. Plan. Participants in the iGATE Non-U.S. Plan will not be treated as having experienced a termination of service for purposes of such plans as a result of the Distribution or the occur...
Non-U.S. Retirement Plans. (a) Except as otherwise required by applicable Law or applicable plan rules, effective as of the Operational Separation Date, (i) Houston shall, or shall cause a member of the Houston Group to, assume or retain all Assets and Liabilities relating to all eligible Houston Employees and, except as otherwise required by applicable Law, Former Employees, in each case, under the Non-U.S. Retirement Plans and (ii) Seattle shall, or shall cause a member of the Seattle Group to, assume or retain all Assets and Liabilities relating to all eligible Seattle Employees and, to the extent required by applicable Law, Former Employees associated with the Seattle Business, in each case, under the Non-U.S.
Non-U.S. Retirement Plans. The Transferred Employees (assuming for purposes of this Section 5.5(k) that all Applicable OUS Conveyed Company SSEs are Transferred Employees) who are active participants (the “Non-U.S. Pension Participants”) in Seller’s Non-U.S. Retirement Plans shall cease to be an active participant or actively accrue benefits under Seller’s Non-U.S. Retirement Plans as of the Closing (or Delayed Transfer Closing, as applicable). Notwithstanding the foregoing or anything to the contrary herein, other than with respect to any Liabilities under the Germany Pension Plans for the Transferred Employees which are required by applicable Law to be assumed by the Purchaser or its Affiliates in connection with the transactions contemplated by this Agreement, in no event shall Purchaser or any of its Affiliates have any obligation with respect to the Germany Pension Plans and all Liabilities and obligations thereunder (whether arising before or after the Closing Date) shall be Retained Liabilities for all purposes of this Agreement (the “Retained German Pension Plan Liability”).
Non-U.S. Retirement Plans. Following the Distribution Date, the H&S Parties shall cause the applicable non-U.S. H&S Subsidiaries to continue to maintain in full force and effect retirement plans as were sponsored and maintained by such H&S Subsidiaries immediately prior to the Distribution Date. Following the Distribution Date, the Fortune Brands Parties shall have no liability or obligation with respect to any of such plans or any participants or former participants in any of such plans with respect to their participation therein.
Non-U.S. Retirement Plans. Notwithstanding anything to the contrary herein, following the Effective Time, ASD (or the appropriate ASD Group member) shall retain sponsorship of the WABCO Equipment of Canada Hourly Employee Pension Plan, including retaining all Liabilities and plan assets thereto. With respect to any ASD Plan covering non-U.S. WABCO Employees and which is a defined benefit or defined contribution retirement or pension plan, WABCO shall cause each such WABCO Employee to become covered by a corresponding WABCO Plan which is a defined benefit or defined contribution retirement or pension plan, effective as of the Effective Time or as soon as practicable thereafter and shall, to the extent such coverage does not commence until following the Effective Time, indemnify ASD for any continued participation by such employee in the corresponding ASD Plan. ASD will reasonably cooperate with WABCO in complying with the immediately preceding sentence. With respect to any WABCO Plan, which is a retirement or pension plan covering non-U.S. ASD Employees, ASD shall cause each such ASD Employee to become covered by a corresponding ASD Plan which is a defined benefit or defined contribution retirement or pension plan, effective as of the Effective Time or as soon as practicable thereafter and shall, to the extent such coverage does not commence until following the Effective Time, indemnify WABCO for any continued participation by such employee in the corresponding WABCO Plan. WABCO will reasonably cooperate with ASD in complying with the immediately preceding sentence. The parties have set forth on Schedule 3.3a a listing of those non-U.S. ASD retirement or pension plans in which WABCO Employees are known to participate and have set forth on Schedule 3.3b a listing of those non-U.S. WABCO retirement or pension plans in which ASD Employees are known to participate. Schedules 3.3a and 3.3b may be updated by mutual written consent of ASD and WABCO at any time up to 60 days after the Effective Time.
Non-U.S. Retirement Plans. (a) In respect of any Emerson Plan which provides retirement benefits for Vertiv Employees who are based primarily outside the United States (each such plan, an “Xxxxxxx International Pension Plan”), effective as of the Applicable Transfer Time, each Vertiv Employee who is an active participant in such plan immediately prior to the Applicable Transfer Time shall be vested in his or her accrued benefits earned under such plan through the Applicable Transfer Time to the extent required by applicable Law.
(b) Unless required by applicable Law, all Liabilities in respect of benefits accrued as of the Applicable Transfer Time by each Vertiv Employee under the Xxxxxxx International Pension Plans shall be considered Emerson Retained Employee Liabilities, and unless required by applicable Law, the applicable Xxxxxxx International Pension Plan shall retain all assets thereunder.
(c) In respect of any Vertiv Plan which provides retirement benefits for Vertiv Employees who are based primarily outside the United States, the Liabilities and assets under such plan shall be assumed or retained, as applicable, by the applicable Transferred Entity.
