Common use of Qualified Plans Clause in Contracts

Qualified Plans. (i) Pfizer sponsors the following Plans covering Employees (US) which are intended to be qualified under Section 401(a) of the Code (collectively, the “Pfizer Qualified Plans”): the Pfizer Savings Plan (the “Savings Plan”) and the Xxxxxx-Xxxxxxx Retirement Plan (the “Retirement Plan”). Effective as of the Closing Date, the Seller Corporations shall cause each Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. (ii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective as of 12:01 a.m. on the day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such Plan, and shall become a participant in the Purchaser Qualified Plans as provided in Schedule 7.5(b)(ii). Purchaser shall ensure that the Purchaser Qualified Plans will recognize the accrued service of Affected Employees with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited under the terms of Back to Contents the corresponding Pfizer Qualified Plan as in effect on the Closing Date. As soon as practicable after the Closing Date, Pfizer shall deliver such accrued service data to Purchaser. Purchaser shall assume all liabilities with respect to Employees (US) under Purchaser Qualified Plans for benefits accrued after the Closing Date. (iii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, if Purchaser maintains or establishes a Purchaser Qualified Plan that corresponds with the Savings Plan, Pfizer shall cause, as soon as practicable after the Closing Date, the Savings Plan to transfer the account balance of each Affected Employee to such corresponding Purchaser Qualified Plan as of the valuation date next preceding the date of transfer.

Qualified Plans. (i) Pfizer sponsors the following Plans covering Employees (US) which are intended to be qualified under Section 401(a) of the Code (collectively, the “"Pfizer Qualified Plans”"): the Pfizer Savings and Investment Plan (the “"Savings Plan”") and 107 116 the Xxxxxx-Xxxxxxx Pfizer Retirement Annuity Plan (the “"Retirement Plan”"). Effective as of the Closing Date, the Seller Corporations shall cause each Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. In addition, Howmedica sponsors the Ruthxxxxxx Xxxn which is intended to be qualified under Section 401(a) of the Code but which is not included in the definition of "Pfizer Qualified Plan". (ii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective Effective as of 12:01 a.m. on the day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such Plan, and shall become a participant in one of the Purchaser Qualified Plans as provided listed in Schedule 7.5(b)(ii) (such plans being collectively referred to as the "Purchaser Qualified Plans"). Purchaser shall ensure that the Purchaser Qualified Plans will recognize the accrued service of Affected Employees with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited under the terms of Back to Contents the corresponding Pfizer Qualified Plan as in effect on the Closing Date. As soon as practicable after the Closing 108 117 Date, Pfizer shall deliver such accrued service data to Purchaser. Purchaser shall assume all liabilities with respect to Employees (US) under Purchaser Qualified Plans for benefits accrued after the Closing Date. (iii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by If Purchaser and Pfizer and Purchaser, if Purchaser maintains or establishes a Purchaser Qualified Plan that corresponds with the Savings Planshall so agree, Pfizer shall cause, as soon as practicable after the Closing Date, the Savings Plan to transfer the account balance of each Affected Employee to such the corresponding Purchaser Qualified Plan as of the valuation date next preceding the date of transfer. In such event, Purchaser, on the one hand, and Pfizer, on the other hand, each agree to use its best efforts and to cooperate with the other to effect as promptly as possible the transfers of assets contemplated under this Section 7.5(b)(iii), subject to Pfizer's receipt of satisfactory evidence that the Purchaser Qualified Plans are in compliance with all relevant Laws and Purchaser's receipt of satisfactory evidence that the Savings Plan is in compliance with all relevant Laws; such evidence shall include, but not be limited to, a favorable determination letter that considers the Tax Reform Act of 1986 (a "current determination letter") from the IRS, if available, and representations satisfactory to Pfizer and Purchaser, respectively, from the administrators of the Purchaser Qualified Plans. If a current determination letter has not been obtained, 109 118 Purchaser and its counsel shall provide a representation that the Purchaser Qualified Plans are qualified under Section 401(a) of the Code and that a timely application for a determination letter is pending and that Purchaser will take all necessary steps to secure a determination letter. (iv) Effective as of 12:01 a.m. on the day immediately following the Closing Date, Purchaser shall adopt and assume the Ruthxxxxxx Xxxn. Pfizer and Purchaser shall cooperate in causing such steps to be taken as may be necessary to cause Purchaser to be substituted for Howmedica as the plan sponsor under the Ruthxxxxxx Plan, including for purposes of the Collective Bargaining Agreement, and to succeed to Howmedica under the related trust or other funding vehicle. (v) Pfizer will give Purchaser reasonable access to records of Pfizer necessary to administer the retirement benefits of Affected Employees transferred to the Purchaser Qualified Plans and will cause the transfer to Purchaser of all records relating to the Ruthxxxxxx Plan.

Qualified Plans. (i) Pfizer sponsors the following Plans covering Employees (US) plans which are intended to be qualified under Section 401(a) of the Code (collectively, the “"Pfizer Qualified Plans”"): the Pfizer Savings Plan (the “"Savings Plan”") and the Xxxxxx-Xxxxxxx Pfizer Retirement Annuity Plan (the “"Retirement Plan”"). Effective as of the Closing Date, the Seller Corporations shall cause each Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. The Seller Corporations shall retain all assets and liabilities of the Retirement Plan. In addition, the Seller Corporations shall retain all liabilities (and related assets, if any) with respect to the Pfizer Inc. Nonfunded Deferred Compensation and Supplemental Savings Plan and the Pfizer Inc. Nonfunded Supplemental Retirement Plan. (ii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective Effective as of 12:01 a.m. on the day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such Plan, and shall become a participant in the Purchaser Qualified Plans as provided qualified defined contribution plan listed in Schedule 7.5(b)(ii) or a new qualified defined contribution plan to be established for the Affected Employees (such plan being referred to as the "Purchaser Qualified Plan"). Purchaser shall ensure that the Purchaser Qualified Plans Plan will recognize the accrued service of Affected Employees with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited under the terms of Back to Contents the corresponding Pfizer Qualified Savings Plan as in effect on the Closing Date. As soon as practicable after the Closing Date, Pfizer shall deliver such accrued service data to Purchaser. Purchaser shall assume all liabilities with respect to Employees (US) under Purchaser Qualified Plans for benefits accrued after the Closing Date. (iii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, if Purchaser maintains or establishes a Purchaser Qualified Plan that corresponds with the Savings Plan, Pfizer shall cause, as soon as practicable after the Closing Date, the Savings Plan to transfer the account balance of each Affected Employee to such corresponding the Purchaser Qualified Plan as of the valuation date next preceding the date of transfer. In addition to its current investment options in its qualified defined contribution plan, Purchaser shall establish an account which may receive Pfizer common stock from the Savings Plan. Such account need not permit future accruals of Pfizer stock. Except as provided in the immediately preceding sentence, the account balances to be transferred hereunder shall consist exclusively of cash. Purchaser, on the one hand, and Pfizer, on the other hand, each agree to use its best efforts and to cooperate with the other to effect as promptly as possible the transfers of account balances contemplated under this Section 7.5(b)(iii), subject to Pfizer's receipt of satisfactory evidence that the Purchaser Qualified Plan is in compliance with all relevant Laws; such evidence shall include, but not be limited to, a current determination letter from the IRS, if available, and representations satisfactory to Pfizer from the administrators of the Purchaser Qualified Plan. If a current determination letter has not been obtained, Purchaser and its counsel shall provide a representation that the Purchaser Qualified Plan is qualified under Section 401(a) of the Code and that a timely application for a determination letter is pending and that Purchaser will take all necessary steps to secure a determination letter. (iv) Pfizer will give Purchaser reasonable access to records of Pfizer necessary to administer the account balances of Affected Employees transferred to the Purchaser Qualified Plan.

Qualified Plans. (i) Pfizer sponsors the following Plans covering --- ---------------- Employees (US) which are intended to be qualified under Section 401(a) of the --- Code (collectively, the “"Pfizer Qualified Plans”"): the Pfizer Savings Plan (the “-- ---------------------- "Savings Plan”") and the Xxxxxx-Xxxxxxx Retirement Plan (the “"Retirement ------------- ---------- Plan”"). Effective as of the Closing Date, the Seller Corporations shall cause - each Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. (ii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective Effective as of 12:01 a.m. on the day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such Plan, and shall become a participant in the Purchaser Qualified Plans as provided listed in Schedule -------- 7.5(b)(ii) (such plans being collectively referred to as the "Purchaser ------ --------- Qualified Plans"). Purchaser shall ensure that the Purchaser Qualified Plans ------------ will recognize the accrued service of Affected Employees with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited under the terms of Back to Contents the corresponding Pfizer Qualified Plan as in effect on the Closing Date. As soon as practicable after the Closing Date, Pfizer shall deliver such accrued service data to Purchaser. Purchaser shall assume all liabilities with respect to Employees (US) under Purchaser Qualified Plans for benefits accrued after the Closing Date. . (iii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, if If Purchaser maintains or establishes a Purchaser Qualified Plan that corresponds with the Savings Plan ("Purchaser Savings Plan"), Pfizer shall ----------------------- cause, as soon as practicable after the Closing Date, the Savings Plan to transfer the account balance of each Affected Employee to such corresponding Purchaser Qualified Savings Plan as of the valuation date next preceding the date of transfer. (iv) With respect to the Purchaser Qualified Plan that corresponds to the Retirement Plan (the "Purchaser Defined Benefit Pension Plan"), Pfizer agrees to -------------------------------------- calculate and transfer to such Purchaser Defined Benefit Pension Plan as soon as practicable after the Closing Date the amount required under Section 414(l) of the Code, reflecting the appropriate PBGC assumptions in effect as of the Closing Date. In the event the amount required under Section 414(l) of the Code is less than the aggregate ABO determined as of the Closing Date of the Affected Employees under the Retirement Plan, Pfizer shall pay in cash (plus interest at LIBOR minus 1/8% for the period from the Closing Date to the payment date) to Purchaser upon, or as soon as practicable after, the Closing Date the difference between the aggregate ABO and the amount of assets transferred to the Purchaser Defined Benefit Pension Plan pursuant to Section 414(l) of the Code. In calculating the aggregate ABO for Affected Employees under the Retirement Plan, Pfizer shall utilize the same assumptions (including the discount rate assumption) that it used in its most recent financial disclosure for the Retirement Plan. Service with Pfizer and its Affiliates shall be counted toward vesting and eligibility under the Purchaser Defined Benefit Pension Plan. Purchaser shall recognize service with Pfizer and its Affiliates with respect to the level of benefit accrual to be prospectively credited to such Employee from the Closing Date forward under the Purchaser Defined Benefit Pension Plan (but no benefit accrual under the provisions of the Purchaser Defined Benefit Pension Plan shall be attributable to such service to Pfizer and its Affiliates). Purchaser shall cause the Purchaser Defined Benefit Pension Plan to maintain as a separate frozen accrued benefit under such plan the accrued benefit of each Affected Employee under the Retirement Plan determined as of the Closing Date. Purchaser shall recognize service with both Pfizer and its Affiliates and Purchaser for determining any early retirement subsidies that may be attributable to determining such frozen accrued benefit. In addition, the optional form of benefit subsidies that are provided under the Retirement Plan shall be provided on the frozen accrued benefit. As soon as practicable after the Closing Date, Pfizer shall deliver such accrued service date to Purchaser. (v) Purchaser, on the one hand, and Pfizer, on the other hand, each agree to use commercially reasonable efforts and to cooperate with the other to effect as promptly as possible the transfers of assets contemplated under Sections 7.5(b)(iii) and 7.5(b)(iv), subject to Pfizer's receipt of satisfactory evidence that the Purchaser Qualified Plans are in compliance with all relevant Laws; such evidence shall include a current determination letter from the IRS and representations satisfactory to Pfizer from the administrators of the Purchaser Qualified Plans. If a current determination letter has not been obtained, Purchaser and its counsel shall provide a representation that the Purchaser Qualified Plans are qualified under Section 401(a) of the Code and that a timely application for a determination letter is pending and that Purchaser will take all necessary steps to secure a determination letter. Pfizer and Purchaser shall each bear their own individual costs regarding the transfer of assets as contemplated under Sections 7.5(b)(iii) and 7.5(b)(iv). (vi) Pfizer shall deliver to Purchaser as soon as practicable following such request, all data and records reasonably requested by Purchaser in connection with its administration of retirement benefits for those Affected Employees transferred to the Purchaser Qualified Plans.

Qualified Plans. (i) Pfizer sponsors the following Plans covering Employees (US) which are intended to be qualified under Section 401(a) of the Code (collectively, the “"Pfizer Qualified Plans”"): the Pfizer Savings and Investment Plan (the “"Savings Plan”") and the Xxxxxx-Xxxxxxx Pfizer Retirement Annuity Plan (the “"Retirement Plan”"). Effective as of the Closing Date, the Seller Asset Selling Corporations shall cause each Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. (ii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective Effective as of 12:01 a.m. on the day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such PlanPlan to the extent he or she becomes an employee of Purchaser, and shall become a participant in the Purchaser Qualified Plans as provided listed in Schedule 7.5(b)(ii7.4(b)(ii) (such plans being collectively referred to as the "Purchaser Qualified Plans"). Purchaser shall ensure that the Purchaser Qualified Plans will recognize the accrued service of each Affected Employees Employee to the extent he or she becomes an employee of Purchaser with Pfizer and its Affiliates up to and including the Closing Date for all purposespurposes of vesting and eligibility only, to the extent credited under the terms of Back to Contents the corresponding Pfizer Qualified Plan as in effect on the Closing Date. It is expressly agreed that the Purchaser shall not grant to Affected Employees past service credit for purposes of benefit accrual (including eligibility for early retirement subsidies) under the Purchaser defined benefit Qualified Plans. As soon as practicable after the Closing Date, Pfizer shall deliver such accrued service data to Purchaser. Purchaser shall assume all liabilities with respect to Employees (US) under Purchaser Qualified Plans for benefits accrued after the Closing Date. (iii) Except as otherwise provided in Pfizer will give Purchaser reasonable access to records of Pfizer necessary to administer the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, if Purchaser maintains or establishes a Purchaser Qualified Plan that corresponds with the Savings Plan, Pfizer shall cause, as soon as practicable after the Closing Date, the Savings Plan to transfer the account balance retirement benefits of each Affected Employee to such corresponding Purchaser Qualified Plan as of the valuation date next preceding the date of transferEmployees.

Qualified Plans. (i) Pfizer sponsors the following Plans covering Employees (US) which are intended to be qualified under Section 401(a) of the Code (collectively, the “Pfizer Qualified Plans”): the Pharmacia Savings Plan and Pfizer Savings Plan (these two plans, collectively, the “Savings PlanPlans”) and the Xxxxxx-Xxxxxxx Pharmacia Pension Plan and Pfizer Retirement Annuity Plan (these two plans, collectively, the “Retirement PlanPlans”). Effective as of the Closing Date, the Seller Corporations shall cause each Affected Employee who is a participant in one or both more Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. (ii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective Effective as of 12:01 a.m. on the day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such Plan, and shall become a participant in the Purchaser Qualified Plans listed on Schedule 8.05(b)(ii)(A) (such plans being collectively referred to as provided the “Purchaser Qualified Plans”); provided, that such Affected Employee shall not become a participant in Schedule 7.5(b)(ii)a Purchaser Qualified Plan if such Affected Employee is not employed by Purchaser. Purchaser shall ensure that the Purchaser Qualified Plans will recognize the accrued service of Affected Employees Employees, as set forth on Schedules 6.17(g)(i) and 6.17(g)(ii), with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited under the terms of Back to Contents the corresponding Pfizer Qualified Plan as in effect on the Closing Date; provided, however, that no such crediting of service shall result in a duplication of benefits. As soon as practicable after Schedules 6.17(g)(i) and 6.17(g)(ii), which shall be delivered at the Closing DateClosing, Pfizer shall deliver sets forth a true and complete copy of such accrued service data to Purchaserdata. Purchaser shall assume all liabilities with respect to Employees (US) under Purchaser Qualified Plans for benefits accrued after the Closing Date. (iii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, if If Purchaser maintains (or establishes establishes) a Purchaser Qualified Plan that corresponds with the Savings PlanPlans, Pfizer shall cause, subject to Purchaser’s receipt of satisfactory evidence that the applicable Pfizer Qualified Plans are in compliance with all applicable Laws, as soon as practicable after the Closing Date, the Savings Plan Plans to transfer the account balance balance, in cash or such other medium as agreed to by Pfizer and Purchaser, of each Affected Employee to such corresponding Purchaser Qualified Plan as of the valuation date next preceding the date of transfer. Purchaser, on the one hand, and Pfizer, on the other hand, each agree to use commercially reasonable efforts and to cooperate with each other to effect as promptly as possible the transfers of assets contemplated by this Section 8.05(b)(iii), subject to Pfizer’s receipt of satisfactory evidence that the Purchaser Qualified Plans are in compliance with all applicable Laws. Such evidence shall include a current determination letter from the IRS and representations satisfactory to Pfizer from the administrators of the Purchaser Qualified Plans. If a current determination letter has not been obtained, Purchaser and its counsel shall provide a representation that the Purchaser Qualified Plans are qualified under Section 401(a) of the Code and that a timely application for a determination letter is pending and that Purchaser will take all necessary steps to secure a determination letter. Pfizer and Purchaser shall each bear their own individual costs regarding the transfer of assets contemplated by this Section 8.05(b)(iii). (iv) Pfizer will give Purchaser reasonable access to records in its control necessary to administer the retirement benefits of Affected Employees transferred to the Purchaser Qualified Plans.

Qualified Plans. (i) Pfizer sponsors the following Plans covering Employees (US) plans which are intended to be qualified under Section 401(a) of the Code (collectively, the “"Pfizer Qualified Plans”"): the Pfizer Savings and Investment Plan (the “"Savings Plan”") and the Xxxxxx-Xxxxxxx Pfizer Retirement Annuity Plan (the “"Retirement Plan”"). Effective as of the Closing Date, the Seller Corporations shall cause each Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. (ii) Except as otherwise provided in the Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective as As of 12:01 a.m. on of the day immediately following the Closing Date, each participant Purchaser or its Affiliates shall establish a qualified defined contribution plan with, without limitation, a 401(k) feature ("Purchaser's Qualified Savings Plan") for the 71 eligible employees of Purchaser. As of such date, all Affected Employees employed by Purchaser who were eligible to participate in a Pfizer the Savings Plan shall be eligible to participate in the Purchaser's Qualified Savings Plan who is an Affected Employee shall cease to be an active participant under each in accordance with the terms of such Planplan, and shall become a participant in the Purchaser Qualified Plans as provided in Schedule 7.5(b)(ii). Purchaser shall ensure that the Purchaser Qualified Plans will recognize the accrued all service of Affected Employees with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited which is recognized under the terms of Back Savings Plan shall be credited for eligibility and vesting and other purposes for which service is taken into account under the Savings Plan. Pfizer shall provide Purchaser with all information in its possession required by Purchaser to Contents the corresponding Pfizer Qualified Plan as in effect on the Closing Datesuch recognition. As soon as practicable after the Closing Date, Pfizer shall deliver cause the assets of the trust under the Savings Plan in respect of the aggregate benefits accrued by Affected Employees employed by Purchaser to he valued and transferred to the trust under Purchaser's Qualified Savings Plan; provided, however, no such accrued service data transfer shall be made until Purchaser shall have first provided Pfizer with an IRS determination letter or an opinion of counsel reasonably satisfaction to Pfizer to the effect that Purchaser's Qualified Savings Plan is qualified, in form, under Section 401(a) of the Code. Purchaser Each of Purchaser, on the one hand, and Pfizer, on the other hand, agrees to use its best efforts and to cooperate with the other to effect as promptly as possible the transfer of assets contemplated under this Section 7.5(b)(ii). The assets to be transferred from the trust under the Savings Plan pursuant to this Section 7.5(b)(ii) shall be in cash and Pfizer common stock or, to the extent mutually agreed to by Pfizer and Purchaser, a combination of cash, securities and other property; provided, however, any outstanding loans attributable to the accounts of any Affected Employees and Pfizer stock shall be transferred in kind. The actual amount transferred from the trust under the Savings Plan shall be adjusted to reflect any normal expenses properly attributable to the accounts of all Affected Employees under the Savings Plan during the period following the Closing Date. At the time the assets that are held in the trust with respect to Affected Employees under the Savings Plan are paid to the trust under Purchaser's Qualified Savings Plan, Purchaser's Qualified Savings Plan shall assume all liabilities with of the Savings Plan for the applicable benefits thereunder, and such transfer shall be in full discharge of all obligations of the Savings Plan in respect thereof; provided, however, Purchaser and Purchaser's Qualified Savings Plan shall assume no liability for the pre-transfer calculation or valuation of the assets that are transferred from the Savings Plan, any matters relating to Employees (US) under Purchaser Qualified Plans for benefits accrued after the operation or administration of the Savings Plan or any violation of ERISA or the Code by the fiduciaries of the Savings Plan. During the period following the Closing DateDate and preceding the transfer of assets and liabilities pursuant to this Section 7.5(b)(ii), Purchaser will cooperate with and assist Pfizer or its designee in collecting and remitting to the trustee of the Savings Plan payroll deductions relating to any outstanding loans from the Savings Plan on behalf of Affected Employees. Notwithstanding the above, the amount transferred to Purchaser's Qualified Savings Plan shall be in no event less than the amount necessary to satisfy the requirements of Section 414(1) of the Code. (iii) Except as otherwise provided As of 12:01 a.m. of the day immediately following the Closing Date, Purchaser or its Affiliates shall establish a qualified defined benefit plan ("Purchaser's Qualified Retirement Plan") for the eligible employees of Purchaser. As of such effective date, all Affected Employees employed by Purchaser who were eligible to participate in the Transitional Services Agreement or as otherwise mutually agreed by Retirement Plan shall be eligible to participate in Purchaser's Qualified Retirement Plan in accordance with the terms of such plan, and all service with Pfizer and Purchaserits Affiliates which is recognized under the Retirement Plan shall be credited for eligibility, if Purchaser maintains or establishes a Purchaser Qualified Plan that corresponds with vesting, and, subject to the Savings transfer of assets described below, benefit accrual and other purposes for which service is taken into account under the Retirement Plan, . Pfizer shall cause, as provide Purchaser with all information in its possession required by Purchaser to effect such recognition. As soon as practicable after the Closing Date, but not before Purchaser shall first have provided Pfizer with an IRS determination letter or an opinion of counsel reasonably satisfactory to Pfizer to the Savings effect that Purchaser's Qualified Retirement Plan is qualified, in form, under Section 401(a) of the Code, Pfizer shall cause to be transferred from the trust under the Retirement Plan to transfer the account balance trust under Purchaser's Qualified Retirement Plan assets, in the form of each Affected Employee cash, securities or other property or a combination thereof, as determined by Pfizer subject to such corresponding approval by Purchaser Qualified Plan (which approval will not be unreasonably withheld), in an amount equal to the value of the PBO as of the valuation date next preceding Closing Date in respect of the Affected Employees employed by Purchaser; provided, however, such amount shall be (A) increased by 7.5% interest for the period from the Closing Date to the date of such asset transfer, and (B) decreased by payments made to Affected Employees from the Retirement Plan during such period. Each of Purchaser, on the one hand, and Pfizer, on the other hand, agrees to use its best efforts and to cooperate with the other to effect as promptly as possible the transfer of assets contemplated under this Section 7.5(b)(iii). Effective as of the date of transfer of the assets from the trust under the Retirement Plan in respect of the accrued benefits of the Affected Employees as described herein, Purchaser's Qualified Retirement Plan shall assume all liability for such accrued benefits, and Pfizer and the Retirement Plan shall have no further liability therefor; provided, however, prior to the date of such transfer of assets, Pfizer shall provide Purchaser with (x) a certification, prepared by the Retirement Plan's enrolled actuary, that all assets and accrued benefits to be transferred from the trust under the Retirement Plan have been properly determined in accordance with this Section, and that such transfer would be in compliance with the provisions of Sections 401(a)(12) and 414(1) of the Code and rulings and regulations issued under such sections; and (y) such additional information as Purchaser's enrolled actuary may reasonably request to verify such calculations. In the event that, within forty-five (45) days of receiving such information, Purchaser's enrolled actuary disagrees with calculations of the PBO as defined herein, Pfizer and Purchaser shall select an independent third enrolled actuary to settle such disagreement. The determination of such third actuary shall be binding on Pfizer and Purchaser. The fees, costs and expenses of said third actuary shall be divided equally between Pfizer and Purchaser. (iv) As of 12:01 a.m. of the day immediately following the Closing Date, Purchaser or its Affiliates shall establish a non-qualified defined contribution plan ("Purchaser's Non-Qualified Savings Plan") and a non-qualified defined benefit retirement plan ("Purchaser's Non-Qualified Retirement Plan" and, together with Purchaser's Non-Qualified Savings Plan, "Purchaser's Non-Qualified Plans") for the eligible employees of Purchaser. As of such effective date, all Affected Employees employed by Purchaser who were eligible to participate in the Pfizer Inc. Nonfunded Deferred Compensation and Supplemental Savings Plan or the Pfizer Inc. Nonfunded Supplemental Retirement Plan (collectively, "Pfizer's Non-Qualified Plans") shall be eligible to participate in Purchaser's Non-Qualified Plans in accordance with the terms of such plan, and all service with Pfizer and its Affiliates which is recognized under Pfizer's Non-Qualified Plans shall be credited for eligibility, vesting, and, subject to the transfer of assets described below, benefit accrual and other purposes for which service is taken into account under Pfizer's Non-Qualified Plans. Pfizer shall provide Purchaser with all information in its possession required by Purchaser to effect such recognition. As soon as practicable after the Closing Date, Pfizer shall cause to be transferred to a grantor trust under Purchaser's Non-Qualified Plans assets, in the form of cash, securities or other property or a combination thereof, as determined by Pfizer subject to approval by Purchaser (which approval will not be unreasonably withheld), in an amount equal to the value of the accrued benefits under Pfizer's Non-Qualified Plans determined as of the Closing Date in respect of the Affected Employees employed by Purchaser. Purchaser shall provide to Pfizer an opinion of counsel, acceptable to Pfizer, that the grantor trust is a valid grantor trust that accomplishes the goals for which it was established. The assets to be transferred to the grantor trust under Purchaser's Non-Qualified Plans in respect of the accrued benefits of the Affected Employees under the Pfizer Inc. Nonfunded Deferred Compensation and Supplemental Savings Plan and the Pfizer Inc. Nonfunded Supplemental Retirement Plan shall be determined in the same manner as described in Sections 7.5(b)(ii) and 7.5(b)(iii), respectively.