Common use of Salaried Pension Plan Clause in Contracts

Salaried Pension Plan. (i) As soon as practicable following the determination of the Permitted Transfer Amount (as defined below) in accordance with Section 4.1(a)(ii) hereof, the Seller shall direct the trustee of the Quanex Corporation Salaried Employees' Pension Plan to transfer, in cash, from the trust maintained under the Quanex Corporation Salaried Employees' Pension Plan to the trust maintained under the LaSalle Steel Company Salaried Employees' Pension Plan (the "Buyer Salaried Pension Plan"), an amount equal to the amount required to be transferred pursuant to Section 414(1) of the Code (determined as of the Closing Date) with respect to current and former employees of the Company set forth on Schedule 4.1(a) of the Disclosure Schedule (the "Salaried Participants") and their beneficiaries calculated utilizing such actuarial assumptions as are agreed upon by the enrolled actuaries for the Quanex Corporation Salaried Employees' Pension Plan and the Buyer Salaried Pension Plan, which agreement shall not be withheld unreasonably (the "Permitted Transfer Amount"), provided, however, that to the extent permitted by Section 414(1) of the Code, the Permitted Transfer Amount shall be equal to $6,709,000 adjusted for (i) contributions reflected on the Closing Balance Sheet and benefit distributions made to the Salaried Participants and their beneficiaries during the period (the "Adjustment Period") commencing on October 31, 1996 and ending on the date on which the transfer occurs (the "Transfer Date") and (ii) a pro rata share of the Quanex Corporation Salaried Employees' Pension Plan actual investment earnings or losses occurring during the Adjustment Period and Plan administrative expenses actually paid from the Quanex Corporation Salaried Employees' Pension Plan during the Adjustment Period (the "Fixed Transfer Amount"); provided, further, that (i) if the Permitted Transfer Amount is less than the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred from trust to trust, and the Seller shall pay to the Buyer, in cash on the Transfer Date, the excess of the Fixed Transfer Amount over the Permitted Transfer Amount and (ii) if the Permitted Transfer Amount exceeds the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred trust to trust, and the Buyer shall pay to the Seller, in cash on the Transfer Date, the excess of the Permitted Transfer Amount over the Fixed Transfer Amount. (ii) The Seller shall deliver to Niagara and the Buyer (in accordance with the provisions of Section 7.9 hereof) as soon as reasonably practicable, and in any event within 60 days of the Closing Date, a statement setting forth the proposed Fixed Transfer Amount and Permitted Transfer Amount (collectively, the "Transfer Amounts") as certified by the Seller's actuaries (the "Seller's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation and delivery of the Seller's Transfer Amount Statement shall be borne by the Seller. Niagara and the Buyer shall have 45 days following the delivery of the Seller's Transfer Amount Statement during which to submit to the Seller, in accordance with the provisions of Section 7.9 hereof, a written statement setting forth any dispute therewith (a "Buyer's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation of a Buyer's Transfer Amount Statement shall be borne by the Buyer. If Niagara and the Buyer fail to submit a Buyer's Transfer Amount Statement within such 45-day period, then the proposed Transfer Amounts set forth on the Seller's Transfer Amount Statement, as further adjusted in accordance with Section 4.1(a) hereof, shall be deemed the Transfer Amounts. In the event Niagara and the Buyer deliver a Buyer's Transfer Amount Statement, the Parties shall consult and attempt to resolve, as soon as practicable, all disputes set forth therein. In the event the Parties are unable to resolve any such dispute within 30 days of the delivery of the Buyer's Transfer Amount Statement, such dispute shall be resolved by a nationally recognized independent actuarial firm mutually acceptable to the Parties (the "Independent Actuarial Firm"). The Independent Actuarial Firm shall be instructed to make its determination as promptly as practicable and such determination shall be final and binding upon the Parties enforceable by appropriate judicial proceedings. The fees and expenses of the Independent Actuarial Firm shall be shared equally by the Buyer and the Seller. The proposed Transfer Amounts set forth in the Seller's Transfer Amount Statement, as modified to reflect the resolution of disputes by the Parties or by the Independent Actuarial Firm in accordance with this Section 4.1, shall be the "Transfer Amounts". (iii) From time to time during the Adjustment Period, Niagara and the Buyer on the one hand, and the Seller on the other hand, shall give the other, and any of its or their independent actuaries and authorized representatives, reasonable access during normal business hours to the properties, books, records and personnel of the Seller and the Company, and shall use all reasonable efforts to cause their independent actuaries to make available to each such other Party and its or their authorized representatives their work papers generated in connection with the preparation of the Seller's Transfer Amount Statement and any Buyer's Transfer Amount Statement for purposes of resolving any disputes concerning the Transfer Amounts. (iv) As soon as reasonably practicable, the Parties shall cooperate with each other in making any required filings, including Forms 5310-A (with all attachments), reflecting the transfer of assets and assumption of liabilities pursuant to this Section 4.1(a). In connection and concurrent with such transfer, the liabilities under the Quanex Corporation Salaried Employees' Pension Plan in respect of the Salaried Participants shall be transferred to the Buyer Salaried Pension Plan.

Salaried Pension Plan. (i) As soon as practicable following the determination of the Permitted Transfer Amount (as defined below) in accordance with Section 4.1(a)(ii) hereofClosing Date, the Seller shall direct the trustee all active employees of the Quanex CPC Business whose employment with Seller terminates who are hired by Buyer, and who are participants in the Alco Standard Corporation Salaried Employees' Pension Plan to transfer, in cash, from the trust maintained under the Quanex Corporation Salaried Employees' Pension Plan to the trust maintained under the LaSalle Steel Company Salaried Employees' Participating Companies Pension Plan (the "Alco Plan") shall become participants in an existing or new defined benefit pension plan maintained by Buyer Salaried Pension or an affiliate of Buyer (the "New Plan"). Within 120 day of the Closing Date or as soon as practicable thereafter, an amount equal Seller shall cause the transfer from the Alco Plan to the amount required to be transferred pursuant to Section 414(1) New Plan of the Code (determined assets and liabilities, in cash, as of the Closing Date, of all active participants in the Alco Plan employed by the CPC Business on the day before the Closing Date who are hired by Buyer. The amount of assets to be transferred ("Transferred Amount") with respect shall be equal to current and former employees the present value of accrued benefits of such participants as of the Company set forth on Schedule 4.1(a) last day of the Disclosure Schedule month in which the Closing Date occurs (the "Salaried ParticipantsValuation Date II") and their beneficiaries calculated utilizing such actuarial assumptions as are agreed upon ), increased by the enrolled actuaries interest for the Quanex Corporation Salaried Employees' Pension Plan period commencing on the Valuation Date II and ending on the Buyer Salaried Pension Planactual date of transfer at a rate equal to the effective interest rate paid on 3-month Treasury bills during the week in which the Closing Date occurs, as published in U.S. Financial Data. The Transferred Amount shall be determined by an enrolled actuary selected by Seller with the Buyer's consent, which agreement consent shall not be withheld unreasonably (withheld. The present value of accrued benefits shall be calculated as if each active employee of the "Permitted CPC Business terminated his employment as of the Closing Date and based on the actuarial assumptions used for the funding standard account specified in the actuarial report prepared for the Alco Plan for the plan year beginning October 1, 1994, except that the interest rate shall be 30-year United States Treasury bond rate as of the date of closing and the mortality table shall be the 1983 Group Annuity Mortality Table. If Buyer does not agree with the Funding Amount determined by Seller's actuary, then the enrolled actuary selected by Buyer and Seller's actuary shall together select a third actuary to determine the Transferred Amount on the basis specified in this Agreement and the determination of such third actuary shall be binding on Seller and Buyer. Within 90 days of the Closing Date, Seller shall make all required governmental filings necessary to make the asset transfer described herein, including the filing of Form 5310-A, Notice of Transfer Amount")of Assets, provided, however, that to the extent permitted by together with any required actuarial certification of compliance with Section 414(1) of the Code. Such transfer shall then be made not earlier than 30 days after the filing of Form 5310-A and as soon as practicable thereafter. Seller agrees that it shall retain the responsibility relating to former employees of the CPC Business who retired and are receiving benefits under the Alco Plan before the Closing Date or whose employment terminated before the Closing Date or contemporaneously, with the Permitted Transfer Amount Closing Date and who are not hired by Buyer, and who have a right to receive benefits under the Alco Plan, and that assets and liabilities under the Alco Plan that are attributable thereto shall not be transferred. Buyer agrees that with respect to active employees of the CPC Business whose benefits are transferred to the New Plan, Buyer shall grant credit for all service with Seller for the purpose of vesting benefits accrued under the New Plan and the benefit such employees receive from the New Plan will be equal to $6,709,000 adjusted for (i) contributions reflected on the sum of the benefits they had accrued under the Alco Plan as of the Closing Balance Sheet and benefit distributions made to Date plus the Salaried Participants and their beneficiaries during benefit, if any, they accrue under the period (the "Adjustment Period") commencing on October 31, 1996 and ending on the date on which the transfer occurs (the "Transfer Date") and (ii) a pro rata share of the Quanex Corporation Salaried Employees' Pension New Plan actual investment earnings or losses occurring during the Adjustment Period and Plan administrative expenses actually paid from the Quanex Corporation Salaried Employees' Pension Plan during the Adjustment Period (the "Fixed Transfer Amount"); provided, further, that (i) if the Permitted Transfer Amount is less than the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred from trust Closing Date to trust, and the Seller shall pay to the Buyer, in cash on the Transfer Date, the excess retirement or other termination of the Fixed Transfer Amount over the Permitted Transfer Amount and (ii) if the Permitted Transfer Amount exceeds the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred trust to trust, and the Buyer shall pay to the Seller, in cash on the Transfer Date, the excess of the Permitted Transfer Amount over the Fixed Transfer Amount. (ii) The Seller shall deliver to Niagara and the Buyer (in employment. q. Stock Participation Plan. In accordance with the provisions terms of Section 7.9 hereof) the Alco Standard Corporation Stock Participation Plan ("Alco Stock Plan"), all active employees of the CPC Business whose employment with Seller terminates as of the Closing Date shall become fully vested in the balances standing to the credit of their accounts under the Alco Stock Plan as of that date and shall be entitled to receive distribution of such accounts as soon as reasonably practicable, and in any event within 60 days of may be administratively practicable after the Closing Date, a statement setting forth the proposed Fixed Transfer Amount and Permitted Transfer Amount (collectively, the "Transfer Amounts") as certified by the Seller's actuaries (the "Seller's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation and delivery of the Seller's Transfer Amount Statement shall be borne by the Seller. Niagara and the Buyer shall have 45 days following the delivery of the Seller's Transfer Amount Statement during which to submit to the Seller, in accordance with the provisions of Section 7.9 hereof, a written statement setting forth any dispute therewith (a "Buyer's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation of a Buyer's Transfer Amount Statement shall be borne by the Buyer. If Niagara and the Buyer fail to submit a Buyer's Transfer Amount Statement within such 45-day period, then the proposed Transfer Amounts set forth on the Seller's Transfer Amount Statement, as further adjusted in accordance with Section 4.1(a) hereof, shall be deemed the Transfer Amounts. In the event Niagara and the Buyer deliver a Buyer's Transfer Amount Statement, the Parties shall consult and attempt to resolve, as soon as practicable, all disputes set forth therein. In the event the Parties are unable to resolve any such dispute within 30 days of the delivery of the Buyer's Transfer Amount Statement, such dispute shall be resolved by a nationally recognized independent actuarial firm mutually acceptable to the Parties (the "Independent Actuarial Firm"). The Independent Actuarial Firm shall be instructed to make its determination as promptly as practicable and such determination shall be final and binding upon the Parties enforceable by appropriate judicial proceedings. The fees and expenses of the Independent Actuarial Firm shall be shared equally by the Buyer and the Seller. The proposed Transfer Amounts set forth in the Seller's Transfer Amount Statement, as modified to reflect the resolution of disputes by the Parties or by the Independent Actuarial Firm in accordance with this Section 4.1, shall be the "Transfer Amounts". (iii) From time to time during the Adjustment Period, Niagara and the Buyer on the one hand, and the Seller on the other hand, shall give the other, and any of its or their independent actuaries and authorized representatives, reasonable access during normal business hours to the properties, books, records and personnel of the Seller and the Company, and shall use all reasonable efforts to cause their independent actuaries to make available to each such other Party and its or their authorized representatives their work papers generated in connection with the preparation of the Seller's Transfer Amount Statement and any Buyer's Transfer Amount Statement for purposes of resolving any disputes concerning the Transfer Amounts. (iv) As soon as reasonably practicable, the Parties shall cooperate with each other in making any required filings, including Forms 5310-A (with all attachments), reflecting the transfer of assets and assumption of liabilities pursuant to this Section 4.1(a). In connection and concurrent with such transfer, the liabilities under the Quanex Corporation Salaried Employees' Pension Plan in respect of the Salaried Participants shall be transferred to the Buyer Salaried Pension Plan.

Salaried Pension Plan. (i) As soon as practicable following the determination of the Permitted Transfer Amount (as defined below) in accordance with Section 4.1(a)(ii) hereofClosing Date, the Seller shall direct the trustee all active employees of the Quanex CPC Business whose employment with Seller terminates who are hired by Buyer, and who are participants in the Alco Standard Corporation Salaried Employees' Pension Plan to transfer, in cash, from the trust maintained under the Quanex Corporation Salaried Employees' Pension Plan to the trust maintained under the LaSalle Steel Company Salaried Employees' Participating Companies Pension Plan (the "Alco Plan") shall become participants in an existing or new defined benefit pension plan maintained by Buyer Salaried Pension or an affiliate of Buyer (the "New Plan"). Within 120 day of the Closing Date or as soon as practicable thereafter, an amount equal Seller shall cause the transfer from the Alco Plan to the amount required to be transferred pursuant to Section 414(1) New Plan of the Code (determined assets and liabilities, in cash, as of the Closing Date, of all active participants in the Alco Plan employed by the CPC Business on the day before the Closing Date who are hired by Buyer. The amount of assets to be transferred ("Transferred Amount") with respect shall be equal to current and former employees the present value of accrued benefits of such participants as of the Company set forth on Schedule 4.1(a) last day of the Disclosure Schedule month in which the Closing Date occurs (the "Salaried ParticipantsValuation Date II") and their beneficiaries calculated utilizing such actuarial assumptions as are agreed upon ), increased by the enrolled actuaries interest for the Quanex Corporation Salaried Employees' Pension Plan period commencing on the Valuation Date II and ending on the Buyer Salaried Pension Planactual date of transfer at a rate equal to the effective interest rate paid on 3-month Treasury bills during the week in which the Closing Date occurs, as published in U.S. Financial Data. The Transferred Amount shall be determined by an enrolled actuary selected by Seller with the Buyer's consent, which agreement consent shall not be withheld unreasonably (withheld. The present value of accrued benefits shall be calculated as if each active employee of the "Permitted CPC Business terminated his employment as of the Closing Date and based on the actuarial assumptions used for the funding standard account specified in the actuarial report prepared for the Alco Plan for the plan year beginning October 1, 1994, except that the interest rate shall be 30-year United States Treasury bond rate as of the date of closing and the mortality table shall be the 1983 Group Annuity Mortality Table. If Buyer does not agree with the Funding Amount determined by Seller's actuary, then the enrolled actuary selected by Buyer and Seller's actuary shall together select a third actuary to determine the Transferred Amount on the basis specified in this Agreement and the determination of such third actuary shall be binding on Seller and Buyer. Within 90 days of the Closing Date, Seller shall make all required governmental filings necessary to make the asset transfer described herein, including the filing of Form 5310-A, Notice of Transfer Amount")of Assets, provided, however, that to the extent permitted by together with any required actuarial certification of compliance with Section 414(1) of the Code. Such transfer shall then be made not earlier than 30 days after the filing of Form 5310-A and as soon as practicable thereafter. Seller agrees that it shall retain the responsibility relating to former employees of the CPC Business who retired and are receiving benefits under the Alco Plan before the Closing Date or whose employment terminated before the Closing Date or contemporaneously, with the Permitted Transfer Amount Closing Date and who are not hired by Buyer, and who have a right to receive benefits under the Alco Plan, and that assets and liabilities under the Alco Plan that are attributable thereto shall not be transferred. Buyer agrees that with respect to active employees of the CPC Business whose benefits are transferred to the New Plan, Buyer shall grant credit for all service with Seller for the purpose of vesting benefits accrued under the New Plan and the benefit such employees receive from the New Plan will be equal to $6,709,000 adjusted for (i) contributions reflected on the Closing Balance Sheet and benefit distributions made to the Salaried Participants and their beneficiaries during the period (the "Adjustment Period") commencing on October 31, 1996 and ending on the date on which the transfer occurs (the "Transfer Date") and (ii) a pro rata share sum of the Quanex Corporation Salaried Employees' Pension benefits they had accrued under the Alco Plan actual investment earnings or losses occurring during the Adjustment Period and Plan administrative expenses actually paid from the Quanex Corporation Salaried Employees' Pension Plan during the Adjustment Period (the "Fixed Transfer Amount"); provided, further, that (i) if the Permitted Transfer Amount is less than the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred from trust to trust, and the Seller shall pay to the Buyer, in cash on the Transfer Date, the excess of the Fixed Transfer Amount over the Permitted Transfer Amount and (ii) if the Permitted Transfer Amount exceeds the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred trust to trust, and the Buyer shall pay to the Seller, in cash on the Transfer Date, the excess of the Permitted Transfer Amount over the Fixed Transfer Amount. (ii) The Seller shall deliver to Niagara and the Buyer (in accordance with the provisions of Section 7.9 hereof) as soon as reasonably practicable, and in any event within 60 days of the Closing DateDate plus the benefit, a statement setting forth the proposed Fixed Transfer Amount and Permitted Transfer Amount (collectivelyif any, the "Transfer Amounts") as certified by the Seller's actuaries (the "Seller's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation and delivery of the Seller's Transfer Amount Statement shall be borne by the Seller. Niagara and the Buyer shall have 45 days following the delivery of the Seller's Transfer Amount Statement during which to submit to the Seller, in accordance with the provisions of Section 7.9 hereof, a written statement setting forth any dispute therewith (a "Buyer's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation of a Buyer's Transfer Amount Statement shall be borne by the Buyer. If Niagara and the Buyer fail to submit a Buyer's Transfer Amount Statement within such 45-day period, then the proposed Transfer Amounts set forth on the Seller's Transfer Amount Statement, as further adjusted in accordance with Section 4.1(a) hereof, shall be deemed the Transfer Amounts. In the event Niagara and the Buyer deliver a Buyer's Transfer Amount Statement, the Parties shall consult and attempt to resolve, as soon as practicable, all disputes set forth therein. In the event the Parties are unable to resolve any such dispute within 30 days of the delivery of the Buyer's Transfer Amount Statement, such dispute shall be resolved by a nationally recognized independent actuarial firm mutually acceptable to the Parties (the "Independent Actuarial Firm"). The Independent Actuarial Firm shall be instructed to make its determination as promptly as practicable and such determination shall be final and binding upon the Parties enforceable by appropriate judicial proceedings. The fees and expenses of the Independent Actuarial Firm shall be shared equally by the Buyer and the Seller. The proposed Transfer Amounts set forth in the Seller's Transfer Amount Statement, as modified to reflect the resolution of disputes by the Parties or by the Independent Actuarial Firm in accordance with this Section 4.1, shall be the "Transfer Amounts". (iii) From time to time during the Adjustment Period, Niagara and the Buyer on the one hand, and the Seller on the other hand, shall give the other, and any of its or their independent actuaries and authorized representatives, reasonable access during normal business hours to the properties, books, records and personnel of the Seller and the Company, and shall use all reasonable efforts to cause their independent actuaries to make available to each such other Party and its or their authorized representatives their work papers generated in connection with the preparation of the Seller's Transfer Amount Statement and any Buyer's Transfer Amount Statement for purposes of resolving any disputes concerning the Transfer Amounts. (iv) As soon as reasonably practicable, the Parties shall cooperate with each other in making any required filings, including Forms 5310-A (with all attachments), reflecting the transfer of assets and assumption of liabilities pursuant to this Section 4.1(a). In connection and concurrent with such transfer, the liabilities they accrue under the Quanex Corporation Salaried Employees' Pension New Plan in respect from the Closing Date to retirement or other termination of the Salaried Participants shall be transferred to the Buyer Salaried Pension Planemployment.

Salaried Pension Plan. (ia) As soon Effective as practicable following the determination of the Permitted Transfer Amount end of the day immediately preceding the Closing Date, the Transferred Salaried Employees and the Transferred Hourly Non-Union Employees who participate in and accrue benefits under the Rxxxx Xxxx Multifoods Corporation Pension Plan (as defined below“Salaried Pension Plan”) shall cease to actively participate in and accrue benefits thereunder. (b) The Transferred Salaried Employees and Transferred Hourly Non-Union Employees who participate in the Salaried Pension Plan immediately prior to the Closing Date shall, in accordance with Section 4.1(a)(iiand subject to Laws, be entitled to credit in the Salaried Pension Plan for the period of their employment with Purchaser for the purpose of determining entitlement to benefits under the Salaried Pension Plan but not for the purposes of accrual of benefits thereunder. (c) hereof, the Seller shall direct retain responsibility under the trustee Salaried Pension Plan with respect to any and all benefits accrued in respect of the Quanex Corporation Transferred Salaried Employees and Transferred Hourly Non-Union Employees' , based on their actual accrued benefits on the day immediately preceding the Closing Date and in accordance with the terms of the Salaried Pension Plan to transfer, and all Laws in cash, from effect on the trust maintained under Closing Date having jurisdiction over the Quanex Corporation Salaried Employees' Pension Plan to the trust maintained under the LaSalle Steel Company Salaried Employees' Pension Plan (the "Buyer Salaried Pension Plan"), an amount equal to the amount required to be transferred pursuant to Section 414(1) . Seller shall have no liability for pension and ancillary benefits accrued in respect of the Code Transferred Salaried Employees and the Transferred Hourly Non-Union Employees under Purchaser’s Salaried Pension Plan on and after the Closing Date. (determined d) Effective as of the Closing Date, Purchaser or an Affiliate of Purchaser shall cause Cxxxxxx Limited and Associated Companies Salaried Employees Pension Plan (“Purchaser’s Salaried Pension Plan”) with respect to current be made available to Transferred Salaried Employees and former employees Transferred Hourly Non-Union Employees. Transferred Salaried Employees and Transferred Hourly Non-Union Employees who are members of the Company set forth Salaried Pension Plan on Schedule 4.1(a) the day immediately preceding the Closing Date shall commence participation in and begin accruing benefits under Purchaser’s Salaried Pension Plan effective as of the Disclosure Schedule Closing Date and all other Transferred Salaried Employees and Transferred Hourly Non-Union Employees shall commence participation in the Purchaser’s Salaried Pension Plan in accordance with and subject to the terms thereof. (e) Purchaser shall be responsible for all pension benefits of the "Transferred Salaried Participants") Employees and their beneficiaries calculated utilizing such actuarial assumptions as are agreed upon by the enrolled actuaries Transferred Hourly Non-Union Employees accrued on and after the Closing Date pursuant to the terms of Purchaser’s Salaried Pension Plan. In accordance with and subject to Laws, the Transferred Salaried Employees and the Transferred Hourly Non-Union Employees shall be entitled to credit in Purchaser’s Salaried Pension Plan for the Quanex Corporation Salaried Employees' Pension Plan period of employment with Seller for the purposes of determining eligibility for membership, vesting and the Buyer eligibility for pension benefits under Purchaser’s Salaried Pension Plan, which agreement shall but not be withheld unreasonably (for the "Permitted Transfer Amount"), provided, however, that to the extent permitted by Section 414(1) purposes of the Code, the Permitted Transfer Amount shall be equal to $6,709,000 adjusted for (i) contributions reflected on the Closing Balance Sheet and benefit distributions made to the Salaried Participants and their beneficiaries during the period (the "Adjustment Period") commencing on October 31, 1996 and ending on the date on which the transfer occurs (the "Transfer Date") and (ii) a pro rata share accrual of the Quanex Corporation Salaried Employees' Pension Plan actual investment earnings or losses occurring during the Adjustment Period and Plan administrative expenses actually paid from the Quanex Corporation Salaried Employees' Pension Plan during the Adjustment Period (the "Fixed Transfer Amount"); provided, further, that (i) if the Permitted Transfer Amount is less than the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred from trust to trust, and the Seller shall pay to the Buyer, in cash on the Transfer Date, the excess of the Fixed Transfer Amount over the Permitted Transfer Amount and (ii) if the Permitted Transfer Amount exceeds the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred trust to trust, and the Buyer shall pay to the Seller, in cash on the Transfer Date, the excess of the Permitted Transfer Amount over the Fixed Transfer Amountbenefits thereunder. (iif) The Seller shall deliver to Niagara and the Buyer (in accordance with the provisions of Section 7.9 hereof) as soon as reasonably practicable, and in any event within 60 days of the Closing Date, a statement setting forth the proposed Fixed Transfer Amount and Permitted Transfer Amount (collectively, the "Transfer Amounts") as certified by the Seller's actuaries (the "Seller's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation and delivery of the Seller's Transfer Amount Statement There shall be borne by no transfer of assets, benefits or liabilities from the Seller. Niagara and the Buyer shall have 45 days following the delivery of the Seller's Transfer Amount Statement during which to submit Salaried Pension Plan to the Seller, in accordance with the provisions of Section 7.9 hereof, a written statement setting forth any dispute therewith (a "Buyer's Transfer Amount Statement"). The costs and expenses incurred in connection with the preparation of a Buyer's Transfer Amount Statement shall be borne by the Buyer. If Niagara and the Buyer fail to submit a Buyer's Transfer Amount Statement within such 45-day period, then the proposed Transfer Amounts set forth on the Seller's Transfer Amount Statement, as further adjusted in accordance with Section 4.1(a) hereof, shall be deemed the Transfer Amounts. In the event Niagara and the Buyer deliver a Buyer's Transfer Amount Statement, the Parties shall consult and attempt to resolve, as soon as practicable, all disputes set forth therein. In the event the Parties are unable to resolve any such dispute within 30 days of the delivery of the Buyer's Transfer Amount Statement, such dispute shall be resolved by a nationally recognized independent actuarial firm mutually acceptable to the Parties (the "Independent Actuarial Firm"). The Independent Actuarial Firm shall be instructed to make its determination as promptly as practicable and such determination shall be final and binding upon the Parties enforceable by appropriate judicial proceedings. The fees and expenses of the Independent Actuarial Firm shall be shared equally by the Buyer and the Seller. The proposed Transfer Amounts set forth in the Seller's Transfer Amount Statement, as modified to reflect the resolution of disputes by the Parties or by the Independent Actuarial Firm in accordance with this Section 4.1, shall be the "Transfer Amounts". (iii) From time to time during the Adjustment Period, Niagara and the Buyer on the one hand, and the Seller on the other hand, shall give the other, and any of its or their independent actuaries and authorized representatives, reasonable access during normal business hours to the properties, books, records and personnel of the Seller and the Company, and shall use all reasonable efforts to cause their independent actuaries to make available to each such other Party and its or their authorized representatives their work papers generated in connection with the preparation of the Seller's Transfer Amount Statement and any Buyer's Transfer Amount Statement for purposes of resolving any disputes concerning the Transfer Amounts. (iv) As soon as reasonably practicable, the Parties shall cooperate with each other in making any required filings, including Forms 5310-A (with all attachments), reflecting the transfer of assets and assumption of liabilities pursuant to this Section 4.1(a). In connection and concurrent with such transfer, the liabilities under the Quanex Corporation Salaried Employees' Pension Plan in respect of the Salaried Participants shall be transferred to the Buyer Purchaser’s Salaried Pension Plan. (g) If within give (5) years following the Closing Date a partial or full windup of Purchaser’s Salaried Pension Plan occurs which results in a partial windup of the Salaried Pension Plan being ordered by an appropriate regulatory authority with respect to Transferred Salaried Employees and Transferred Hourly Non-Union Employees, Purchaser shall pay to Seller the out of pocket legal, actuarial and other third party administrative costs incurred by Seller or the Salaried Pension Plan with respect to such partial windup.