Common use of Qualified Defined Benefit Pension Plans Clause in Contracts

Qualified Defined Benefit Pension Plans. Effective as of the Closing Date, Prudential shall (A) cause all Prudential Transferees to become fully vested in their unvested accrued benefits under the Prudential Merged Retirement Plan (the "Prudential Pension Plan"), (B) permit all Prudential Transferees to continue, during the Transition Period, to receive (and be fully vested in) additional accruals under the Prudential Pension Plan as if such Prudential Transferees were employed by Prudential, and (C) retain all liability and responsibility for all benefits and obligations described in clauses (A) and (B) above and for all Claims arising in respect of the Prudential Pension Plan. Prudential may charge the Company Entities for the cost of the additional accruals (other than that portion of such accruals that relates to the additional compensation to be reported on the 2003 Form W-2s of the applicable Prudential Transferees as a result of the acceleration of payments under the Prudential Securities 2002 Performance Unit Plan (the "PUP"), the Prudential Securities 2001 Incentive Share Program (the "ISP") and any other Nonqualified Plans) occurring during the Transition Period pursuant to this Section 8.4(d)(i), such cost to be determined in good faith by agreement of Prudential's and Wachovia's actuaries. No assets of the Prudential Pension Plan shall be transferred to Wachovia, its Affiliates or any Company Entity or any plan maintained by them, and neither Prudential, its Subsidiaries nor any Company Entity shall have any liability and responsibility for any benefits, obligations or Claims arising in respect of the Wachovia Pension Plan and Trust (the "Wachovia Pension Plan") through the end of the Transition Period; provided, however, that Wachovia may charge the Company Entities for the cost of any benefits provided to the Company Transferred Employees under the Wachovia Pension Plan.

Qualified Defined Benefit Pension Plans. Effective Except as otherwise required by applicable Law, with respect to each defined benefit pension plan subject to Title IV of ERISA and that is sponsored and maintained by Seller or any of its Affiliates (other than any member of the Company Group), Seller or one of its Affiliates (other than any member of the Company Group) shall retain all assets and Liabilities under such defined benefit pension plans (including, for the avoidance of doubt, the obligation to provide early retirement subsidies to eligible Union Employees as required by the applicable Union Contracts as described in the last sentence of this paragraph) and shall make payments to and treat Business Employees with rights thereunder in accordance with the terms of such plan and applicable Law. Purchaser shall, and shall require any immediate successor to notify or cause the applicable member of the Company Group to notify Seller of the occurrence of the “Severance from Service Date” (as defined as of the date hereof in the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program) from the applicable member of the Company Group of each applicable Transferred Employee within twenty (20) Business Days of such date. With respect to each Business Employee represented by United Steel Workers Local 6162 who had accrued benefits under the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program as of the Closing Date, Prudential Seller shall (A) cause all Prudential Transferees to become fully vested in their unvested accrued benefits recognize, solely for Business Employees who have not met the eligibility requirements for early retirement subsidies under such plan as of the Closing Date, such Business Employee’s service with Purchaser and its Affiliates between the Closing Date and such Business Employee’s Severance from Service Date from the applicable member of the Company Group for purposes of determining such Business Employee’s eligibility for early retirement subsidies under the Prudential Merged Xxxx Xxxx Technologies Corporation Employees’ Retirement Plan (Program upon such employee’s retirement from active status with the "Prudential Pension Plan"), (B) permit all Prudential Transferees to continue, during the Transition Period, to receive (Purchaser and be fully vested in) additional accruals under the Prudential Pension Plan its Affiliates as if such Prudential Transferees were employed retirement occurred with Seller and its Affiliates. For the avoidance of doubt, Business Employees represented by Prudential, and (C) retain all liability and responsibility United Steel Workers Local 6162 who have met the eligibility requirements for all benefits and obligations described in clauses (A) and (B) above and for all Claims arising in respect an early retirement benefit under the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program as of the Prudential Pension Plan. Prudential may charge Closing Date shall be treated in accordance with the Company Entities terms of the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program (including for the cost purposes of eligibility for early retirement subsidies upon retirement from active status from the additional accruals (other than that portion of such accruals that relates to the additional compensation to be reported on the 2003 Form W-2s of the applicable Prudential Transferees as a result of the acceleration of payments under the Prudential Securities 2002 Performance Unit Plan (the "PUP"), the Prudential Securities 2001 Incentive Share Program (the "ISP") Purchaser and any other Nonqualified Plans) occurring during the Transition Period pursuant to this Section 8.4(d)(i), such cost to be determined in good faith by agreement of Prudential's and Wachovia's actuaries. No assets of the Prudential Pension Plan shall be transferred to Wachovia, its Affiliates or any Company Entity or any plan maintained by them, as if such retirement occurred with Seller and neither Prudential, its Subsidiaries nor any Company Entity shall have any liability and responsibility for any benefits, obligations or Claims arising in respect of the Wachovia Pension Plan and Trust (the "Wachovia Pension Plan") through the end of the Transition Period; provided, however, that Wachovia may charge the Company Entities for the cost of any benefits provided to the Company Transferred Employees under the Wachovia Pension PlanAffiliates).

Qualified Defined Benefit Pension Plans. Effective as DuPont shall retain and be solely responsible for all Liabilities and obligations with respect to DTI Employees and Former DTI Employees under all United States defined benefit pension plans that are maintained by DuPont or any of its Subsidiaries and that are intended to be "qualified" within the meaning of Section 401(a) of the Code, and accordingly there shall be no transfer of assets or liabilities among DuPont, Buyer, any of their Affiliates or their respective plans in respect of such defined benefit pension plans. Subject to subsection (k) below, on and for a period of not less than fifteen (15) years after the Closing Date, Prudential shall (A) cause all Prudential Transferees to become fully vested for the benefit of each DTI Transferred Employee who was a participant in their unvested accrued benefits under the Prudential Merged E. I. du Pont de Nemours and Company Pension and Retirement Plan (the "Prudential Pension DUPONT DEFINED BENEFIT PLAN") immediately before the Closing Date, the Buyer shall maintain a defined benefit plan ("BUYER DEFINED BENEFIT PLAN") that incorporates the features set forth on Schedule 5.16(i). Buyer shall credit each DTI Transferred Employee with service with DuPont and any of its Affiliates for all purposes under the Buyer Defined Benefit Plan", including for purposes of determining such DTI Transferred Employee's accrued benefit under the Buyer Defined Benefit Plan, but only to the extent such service was recognized for the applicable purpose under the DuPont Defined Benefit Plan. As soon as practicable, but in any event not later than one hundred eighty (180) days after the Closing Date (and, with respect to any DTI Transferred Employee who terminates employment with Buyer and its Affiliates before such time, as soon as practicable following a request from Buyer), DuPont shall provide Buyer with such information in the possession of DuPont or its Affiliates that Buyer may reasonably require to carry out 160 its obligations under this subsection (B) permit all Prudential Transferees to continue, during the Transition Period, to receive (and be fully vested in) additional accruals under the Prudential Pension Plan as if such Prudential Transferees were employed by Prudential, and (C) retain all liability and responsibility for all benefits and obligations described in clauses (Ai) and (B) above and for all Claims arising in shall otherwise cooperate with Buyer with respect of the Prudential Pension Plan. Prudential may charge the Company Entities for the cost of the additional accruals (other than that portion of to such accruals that relates to the additional compensation to be reported on the 2003 Form W-2s of the applicable Prudential Transferees as a result of the acceleration of payments under the Prudential Securities 2002 Performance Unit Plan (the "PUP"), the Prudential Securities 2001 Incentive Share Program (the "ISP") and any other Nonqualified Plans) occurring during the Transition Period pursuant to this Section 8.4(d)(i), such cost to be determined in good faith by agreement of Prudential's and Wachovia's actuaries. No assets of the Prudential Pension Plan shall be transferred to Wachovia, its Affiliates or any Company Entity or any plan maintained by them, and neither Prudential, its Subsidiaries nor any Company Entity shall have any liability and responsibility for any benefits, obligations or Claims arising in respect of the Wachovia Pension Plan and Trust (the "Wachovia Pension Plan") through the end of the Transition Period; provided, however, that Wachovia may charge the Company Entities for the cost of any benefits provided to the Company Transferred Employees under the Wachovia Pension Planobligations.

Qualified Defined Benefit Pension Plans. Effective Except as otherwise required by applicable Law, with respect to each defined benefit pension plan subject to Title IV of ERISA and that is sponsored and maintained by Seller or any of its Affiliates (other than any 67 member of the Company Group), Seller or one of its Affiliates (other than any member of the Company Group) shall retain all assets and Liabilities under such defined benefit pension plans (including, for the avoidance of doubt, the obligation to provide early retirement subsidies to eligible Union Employees as required by the applicable Union Contracts as described in the last sentence of this paragraph) and shall make payments to and treat Business Employees with rights thereunder in accordance with the terms of such plan and applicable Law. Purchaser shall, and shall require any immediate successor to notify or cause the applicable member of the Company Group to notify Seller of the occurrence of the “Severance from Service Date” (as defined as of the date hereof in the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program) from the applicable member of the Company Group of each applicable Transferred Employee within twenty (20) Business Days of such date. With respect to each Business Employee represented by United Steel Workers Local 6162 who had accrued benefits under the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program as of the Closing Date, Prudential Seller shall (A) cause all Prudential Transferees to become fully vested in their unvested accrued benefits recognize, solely for Business Employees who have not met the eligibility requirements for early retirement subsidies under such plan as of the Closing Date, such Business Employee’s service with Purchaser and its Affiliates between the Closing Date and such Business Employee’s Severance from Service Date from the applicable member of the Company Group for purposes of determining such Business Employee’s eligibility for early retirement subsidies under the Prudential Merged Xxxx Xxxx Technologies Corporation Employees’ Retirement Plan (Program upon such employee’s retirement from active status with the "Prudential Pension Plan"), (B) permit all Prudential Transferees to continue, during the Transition Period, to receive (Purchaser and be fully vested in) additional accruals under the Prudential Pension Plan its Affiliates as if such Prudential Transferees were employed retirement occurred with Seller and its Affiliates. For the avoidance of doubt, Business Employees represented by Prudential, and (C) retain all liability and responsibility United Steel Workers Local 6162 who have met the eligibility requirements for all benefits and obligations described in clauses (A) and (B) above and for all Claims arising in respect an early retirement benefit under the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program as of the Prudential Pension Plan. Prudential may charge Closing Date shall be treated in accordance with the Company Entities terms of the Xxxx Xxxx Technologies Corporation Employees’ Retirement Program (including for the cost purposes of eligibility for early retirement subsidies upon retirement from active status from the additional accruals (other than that portion of such accruals that relates to the additional compensation to be reported on the 2003 Form W-2s of the applicable Prudential Transferees as a result of the acceleration of payments under the Prudential Securities 2002 Performance Unit Plan (the "PUP"), the Prudential Securities 2001 Incentive Share Program (the "ISP") Purchaser and any other Nonqualified Plans) occurring during the Transition Period pursuant to this Section 8.4(d)(i), such cost to be determined in good faith by agreement of Prudential's and Wachovia's actuaries. No assets of the Prudential Pension Plan shall be transferred to Wachovia, its Affiliates or any Company Entity or any plan maintained by them, as if such retirement occurred with Seller and neither Prudential, its Subsidiaries nor any Company Entity shall have any liability and responsibility for any benefits, obligations or Claims arising in respect of the Wachovia Pension Plan and Trust (the "Wachovia Pension Plan") through the end of the Transition Period; provided, however, that Wachovia may charge the Company Entities for the cost of any benefits provided to the Company Transferred Employees under the Wachovia Pension PlanAffiliates).