Common use of Seller Benefit Plans; Transferred Entity Benefit Plans Clause in Contracts

Seller Benefit Plans; Transferred Entity Benefit Plans. (a) Effective as of the Closing, each Transferred Business Employee shall cease to be an employee of Seller and its Affiliates and shall cease to participate in any Seller Benefit Plan as an active employee. For the avoidance of doubt, from and after the Closing, Seller shall retain all Liabilities arising under, in connection with or in relation to any of the Seller Benefit Plans except as otherwise expressly provided herein, including all (i) health claims for expenses incurred by any Transferred Business Employee or his or her dependents, (ii) claims for short-term and long-term disability income benefits incurred by any Transferred Business Employee and (iii) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any Transferred Business Employee, in each case, prior to the Closing. Purchaser shall be, or shall cause its Affiliates (or, if directed by Purchaser, an Operator) to be, responsible for all (A) health claims for expenses incurred by any Transferred Business Employee or his or her dependents, (B) claims for short-term and long-term disability income benefits incurred by any Transferred Business Employee and (C) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any Transferred Business Employee, in each case, on or after the Closing (except to the extent such claims arise under a Seller Benefit Plan). The following claims and liabilities shall be deemed to be incurred as follows: (1) health benefits (including hospital expenses), upon provision of the services, materials or supplies comprising any such benefits and (2) short-term and long-term disability, life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits. Seller and its Affiliates shall be responsible for all claims for workers’ compensation benefits that are incurred prior to the Closing (including any injuries identifiably sustained by Transferred Employees after the Transfer Time that are aggravations or reinjuries of injuries or illnesses that were sustained on or before the Closing and treatment after the Closing required by Transferred Employees following complete recovery from injuries sustained on or before the Closing) by any Transferred Business Employee. Purchaser and its Affiliates (or, if directed by Purchaser, an Operator) shall be responsible for all claims for benefits that are incurred on or after the Closing by any Transferred Business Employee. A claim for workers’ compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs. If such workers’ compensation event occurs over a period both preceding and following the Closing, the claim shall be the joint responsibility and liability of Seller and Purchaser and shall be equitably apportioned between Seller and Purchaser based upon the relative periods of time that the event transpired preceding and following the Closing. (b) Except as otherwise expressly provided in this Article VI, no Seller Benefit Plan shall be transferred, whether directly or indirectly, to an Operator, Purchaser or a Transferred Entity in connection with the transactions contemplated herein, and Purchaser shall not have or assume any obligations under, or Liabilities with respect to, or receive any right or interest in any trusts relating to, any assets of or any insurance, administration or other Contracts, or related obligations pertaining to, any Seller Benefit Plan (and Seller and its Affiliates shall retain all such obligations, Liabilities and assets). For the avoidance of doubt, except as otherwise expressly provided in this Article VI, as of the Closing, neither Purchaser (or its Affiliates) nor an Operator shall assume, or shall cause the Transferred Entities to assume or retain, as the case may be, sponsorship of, and all Liabilities and other obligations with respect to, the Seller Benefit Plans. (c) Seller Parent shall retain any obligations and Liabilities (including any liability for Tax and settlement and administration obligations) in respect of all equity-based incentive compensation awards that were granted to Transferred Business Employees by Seller Parent or any of its Affiliates (including restricted stock units, whether time-based or performance-based) prior to the Closing and remain outstanding as of the Closing (the “Outstanding Equity Awards”), and neither Purchaser (or any of its Affiliates) nor an Operator shall assume or otherwise be liable for any Liabilities (including liabilities for Taxes) with respect to such Outstanding Equity Awards.

Seller Benefit Plans; Transferred Entity Benefit Plans. (a) Effective as of Prior to the ClosingClosing Date, the Sellers shall take or cause to be taken all actions necessary to transfer the sponsorship of, and all assets and Liabilities maintained pursuant to or in connection with, each Transferred Business Employee shall cease to be an employee of Seller and its Affiliates and shall cease to participate in any Seller Benefit Plan as an active employee. For (including the avoidance PQ Corporation Savings Plan), each other benefit plan maintained or contributed to by any Sellers or their Affiliates (including each Transferred Entity) primarily for the benefit of doubtcurrent or former employees of Retained Businesses and each benefit plan that is listed on Section 7.6(a) of the Parent Disclosure Schedule (collectively, from and after the Closing, Seller shall retain all Liabilities arising under, in connection with or in relation to any of the Seller Benefit Plans except as otherwise expressly provided hereinPlans, the “Retained Benefit Plans”) to any Seller or their Affiliates (other than a Transferred Entity), including all (i) health claims for expenses incurred by any Transferred Business Employee or his or her dependents, (ii) claims for short-term and long-term disability income benefits incurred by any Transferred Business Employee and (iii) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any Transferred Business Employee, in each case, prior providing notices on a timely basis to the Closing. Purchaser shall be, or shall cause its Affiliates (or, if directed by Purchaser, an Operator) to be, responsible for all (A) health claims for expenses incurred by any Transferred Business Employee or his or her dependents, (B) claims for short-term and long-term disability income benefits incurred by any Transferred Business Employee and (C) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any Transferred Business Employee, in each case, on or after the Closing (except PBGC to the extent such claims arise required under a Seller Benefit Plan)applicable Law. The following claims and liabilities shall be deemed Prior to be incurred as follows: (1) health benefits (including hospital expenses), upon provision of the services, materials or supplies comprising any such benefits and (2) short-term and long-term disability, life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits. Seller and its Affiliates shall be responsible for all claims for workers’ compensation benefits that are incurred prior to the Closing (including any injuries identifiably sustained by Transferred Employees after the Transfer Time that are aggravations or reinjuries of injuries or illnesses that were sustained on or before the Closing and treatment after the Closing required by Transferred Employees following complete recovery from injuries sustained on or before the Closing) by any Transferred Business Employee. Purchaser and its Affiliates (or, if directed by Purchaser, an Operator) shall be responsible for all claims for benefits that are incurred on or after the Closing by any Transferred Business Employee. A claim for workers’ compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs. If such workers’ compensation event occurs over a period both preceding and following the Closing, the claim Sellers shall be the joint responsibility provide Purchaser with copies of board consents and liability plan amendments reflecting such transfer of Seller sponsorship (and Purchaser assets and Liabilities under) each Retained Benefit Plan and shall be equitably apportioned between Seller provide, on a reasonably timely basis, Purchaser with copies of any related correspondence to or from any Governmental Entity. Sellers and Purchaser based upon their Affiliates (other than the relative periods Transferred Entities) shall indemnify and hold each of time that the event transpired preceding Transferred Entities harmless for all Liabilities relating to all Retained Benefit Plans, including with respect to the sponsorship and following administration of such plans by any Transferred Entities prior to the Closing. (b) Except Effective as of the Closing Date, or such later date as set forth in the Transition Services Agreement, and except as may be expressly contemplated by the Transition Services Agreement or as otherwise expressly agreed to between Sellers and the Purchaser, Parent shall or shall cause its Affiliates to take such action necessary so that the Transferred Entities shall cease being participating employers in, and any Transferred Business Employee shall cease being an active participant in or accruing any benefit or compensation under, each Retained Benefit Plan; provided in this Article VI, no that the Seller Benefit Plan and the Purchaser hereby agree that any Transferred Business Employee who became disabled prior to the Closing shall be transferred, whether directly or indirectly, eligible to an Operatorreceive long-term disability benefits under the long-term disability policy (in accordance with such policy’s terms) covering such employee immediately prior to the Closing. With respect to any Retained Benefit Plans, Purchaser or a Transferred Entity shall be solely responsible for any and all obligations under Section 4980B of the Code with respect to all “M&A qualified beneficiaries” as defined in connection with the transactions contemplated herein, and Treasury Regulation Section 54.4980B-9. (c) Purchaser shall not have or assume any obligations under, or Liabilities with respect to, or receive any right or interest in any trusts relating to, any assets of or any insurance, administration or other Contractscontracts, or related obligations pertaining to, any Seller Retained Benefit Plan (and Seller and its Affiliates shall retain all such obligations, Liabilities and assets)Plan. For the avoidance of doubt, except as otherwise expressly provided in this Article VI, as of the Closing, neither Purchaser (or and its Affiliates) nor an Operator Affiliates shall assume, or shall cause the Transferred Entities to assume or retain, as the case may be, sponsorship of, and all Liabilities and other obligations with respect to, the Seller Transferred Entity Benefit Plans. (c) Seller Parent shall retain any obligations and Liabilities (including any liability for Tax and settlement and administration obligations) in respect of all equity-based incentive compensation awards that were granted to Transferred Business Employees by Seller Parent or any of its Affiliates (including restricted stock units, whether time-based or performance-based) prior to the Closing and remain outstanding as of the Closing (the “Outstanding Equity Awards”), and neither Purchaser (or any of its Affiliates) nor an Operator shall assume or otherwise be liable for any Liabilities (including liabilities for Taxes) with respect to such Outstanding Equity Awards.

Seller Benefit Plans; Transferred Entity Benefit Plans. Except as otherwise expressly provided in this Article VII, Seller or its applicable Affiliates (aother than the Transferred Entities) Effective as of shall retain the Closingsponsorship of, each Transferred Business Employee shall cease and all assets and Liabilities of, any Seller Benefit Plan; provided, however, that with respect to be an employee of Seller and its Affiliates and shall cease to participate in any Seller Benefit Plan that provides self-funded welfare benefits to Transferred Business Employees (and their dependents and beneficiaries), from and after the Closing, Purchaser shall assume, pay or reimburse, or shall cause the Transferred Entities to assume, pay or reimburse the Liability for benefit claims incurred by the Business Employees (and their dependents and beneficiaries) prior to the Closing Date, regardless of when such claims are reported. As of the Closing Date, the Transferred Business Employees and their eligible dependents will cease active participation in each of the Seller Benefit Plans. Prior to the Closing, Seller shall use commercially reasonable efforts to cause a Transferred Entity to establish a health and welfare benefit plan to be effective as an active employeeof the Closing Date (the “Transferred Retiree Welfare Plan”), which plan shall (a) cover and provide benefits to or permit access to coverage and benefits for, as applicable, the individuals listed on Section 7.10 of the Seller Disclosure Schedule (and their eligible dependents and beneficiaries) (collectively, the “Business Retirees”) who are or will become eligible to receive or access, as applicable, retiree health or welfare benefits under the ABB Inc. Retiree Group Benefit Plan (the “ABB Retiree Welfare Plan”), (b) mirror the terms and conditions of the applicable provisions of the ABB Retiree Welfare Plan (as described on Section 7.10 of the Seller Disclosure Schedule) in all material respects and (c) be administered by the same vendors currently providing services thereto; provided that, for the avoidance of doubt, the establishment of the Transferred Retiree Welfare Plan, at all or on any particular terms, shall not be a condition to the Closing. Further, Seller shall use commercially reasonable efforts to (i) cause a Transferred Entity to adopt a replacement nonqualified deferred compensation plan to be effective as of the Closing Date (the “Transferred Deferred Compensation Plan”) for the benefit of the Transferred Business Employees and Former Business Employees who are participants in the ABB Deferred Compensation Plan (the “Transferred Entity Plan Participants”) as of immediately prior to the date the Transferred Deferred Compensation Plan becomes effective, which Transferred Deferred Compensation Plan shall contain terms and conditions that are substantially similar to the terms of the ABB Deferred Compensation Plan as in effect as of the date of this Agreement, subject to such amendments as are necessary to comply with applicable Law or take into account the transactions contemplated by this Agreement, and (ii) transfer all assets held by any trust or funding vehicle in respect of the accounts of the participants of the ABB Deferred Compensation Plan who are Transferred Business Employees or Former Business Employees to the trust or funding vehicle established for the purpose of administering the Transferred Deferred Compensation Plan; provided that, for the avoidance of doubt, the establishment of the Transferred Deferred Compensation Plan, at all or in respect of any particular terms thereunder, shall not be a condition to the Closing, and the Closing and establishment of the Transferred Deferred Compensation Plan will not, in and of themselves, trigger a distribution event with respect to any of the Transferred Entity Plan Participants under the ABB Deferred Compensation Plan or the Transferred Deferred Compensation Plan. For the avoidance of doubt, from and after the Closing, Seller shall retain all Liabilities arising under, in connection with or in relation to any of the Seller Benefit Plans except as otherwise expressly provided herein, including all (i) health claims for expenses incurred by any Transferred Business Employee or his or her dependents, (ii) claims for short-term and long-term disability income benefits incurred by any Transferred Business Employee and (iii) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any Transferred Business Employee, in each case, prior to the Closing. Purchaser shall be, or shall cause its Affiliates (or, if directed by Purchaser, an Operator) to be, responsible for all (A) health claims for expenses incurred by any Transferred Business Employee or his or her dependents, (B) claims for short-term and long-term disability income benefits incurred by any Transferred Business Employee and (C) claims for group life, travel and accident, and accidental death and dismemberment insurance benefits incurred by any Transferred Business Employee, in each case, on or after the Closing (except to the extent such claims arise under a Seller Benefit Plan). The following claims and liabilities shall be deemed to be incurred as follows: (1) health benefits (including hospital expenses), upon provision of the services, materials or supplies comprising any such benefits and (2) short-term and long-term disability, life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits. Seller and its Affiliates shall be responsible for all claims for workers’ compensation benefits that are incurred prior to the Closing (including any injuries identifiably sustained by Transferred Employees after the Transfer Time that are aggravations or reinjuries of injuries or illnesses that were sustained on or before the Closing and treatment after the Closing required by Transferred Employees following complete recovery from injuries sustained on or before the Closing) by any Transferred Business Employee. Purchaser and its Affiliates (or, if directed by Purchaser, an Operator) shall be responsible for all claims for benefits that are incurred on or after the Closing by any Transferred Business Employee. A claim for workers’ compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs. If such workers’ compensation event occurs over a period both preceding and following the Closing, the claim shall be the joint responsibility and liability of Seller and Purchaser and shall be equitably apportioned between Seller and Purchaser based upon the relative periods of time that the event transpired preceding and following the Closing. (b) Except as otherwise expressly provided in this Article VI, no Seller Benefit Plan shall be transferred, whether directly or indirectly, to an Operator, Purchaser or a Transferred Entity in connection with the transactions contemplated herein, and Purchaser shall not have or assume any obligations under, or Liabilities with respect to, or receive any right or interest in any trusts relating to, any assets of or any insurance, administration or other Contracts, or related obligations pertaining to, any Seller Benefit Plan (and Seller and its Affiliates shall retain all such obligations, Liabilities and assets). For the avoidance of doubt, except as otherwise expressly provided in this Article VI, as of the Closing, neither Purchaser (or its Affiliates) nor an Operator shall assume, or shall cause the Transferred Entities to assume or retain, as the case may be, sponsorship of, and all Liabilities assets, Liabilities, Contracts and other obligations maintained, entered into, with respect to, in connection with or at any time arising under, the Seller Transferred Entity Benefit Plans. , including, for the avoidance of doubt, (cA) Seller Parent the Transferred Retiree Welfare Plan and the accrued Liability for all benefit claims incurred by Business Retirees under the ABB Retiree Welfare Plan, regardless of when such claims are reported, and (B) the Transferred Deferred Compensation Plan and all related Liabilities thereunder. Following the Closing Date, Purchaser shall retain any obligations and Liabilities (including any liability responsibility for Tax and settlement and administration obligations) in respect the satisfaction of all equity-based incentive compensation awards that were granted Liabilities under the Transferred Deferred Compensation Plan and shall fully perform, pay and discharge all Liabilities related to all participants under the Transferred Deferred Compensation Plan. All elections made by Transferred Business Employees by Seller Parent or any and Former Business Employees that were in effect under the terms of its Affiliates (including restricted stock units, whether time-based or performance-based) the ABB Deferred Compensation Plan immediately prior to the Closing and remain outstanding as effective date of the Transferred Deferred Compensation Plan shall continue in effect from and after the Closing (Date until a new election that, by its terms, supersedes the “Outstanding Equity Awards”), prior election is made by such Transferred Business Employees and neither Purchaser (or any Former Business Employees in accordance with the terms of its Affiliates) nor an Operator shall assume or otherwise be liable for any Liabilities (including liabilities for Taxes) the Transferred Deferred Compensation Plan and consistent and compliant with respect to such Outstanding Equity Awardsthe provisions of Section 409A of the Code.