Common use of Transfer of Assets and Liabilities Clause in Contracts

Transfer of Assets and Liabilities. (1) As soon as practicable after the Distribution Date, the actuary engaged by the Dxxx Pension Plan (the “Dxxx Actuary”) shall determine, subject to the agreement of the actuary engaged by the TreeHouse Pension Plan (the “TreeHouse Actuary”) (which agreement shall not be unreasonably withheld), the present value of benefits on a termination basis, as of the Distribution Date, for Business Employees with an accrued benefit under the Dxxx Pension Plan in accordance with section 414(l) of the Code and the general rule set forth in Treasury Regulations § 1.414(l)-1(n)(1) and by applying standards set forth in regulations prescribed by the Pension Benefit Guaranty Corporation (the “PBGC”) (the “Transfer Amount”). (2) As soon as practicable after the expiration of the thirty (30) day waiting period prescribed by section 6058(b) of the Code (which TreeHouse and Dxxx shall take all action to commence promptly), Dxxx shall direct the trustee of the Dxxx Pension Plan to transfer the Transfer Amount in immediately available funds to the trustee of the TreeHouse Pension Plan according to a procedure agreed to by the Dxxx Actuary and the TreeHouse Actuary. Such procedure may provide that such transfer may be accomplished in two or more portions on two or more different dates. (3) During the period beginning on the Distribution Date and ending on the actual date of delivery of the Transfer Amount (or any portion thereof) (the “Transfer Date”), the trustee of the Dxxx Pension Plan shall hold the Transfer Amount under the TreeHouse Pension Plan and the Transfer Amount (or any portion thereof not yet transferred) shall be credited with earnings, from the Distribution Date to the Transfer Date of such portion, at a rate equal to the actual rate of return of the assets of the Dxxx Pension Plan, including any portion of the Transfer Amount not yet transferred, for the period beginning on the Distribution Date and ending on the Transfer Date of such portion. (4) The Transfer Amount shall be reduced (A) as necessary to reflect benefit payments made (if any) from the Dxxx Pension Plan after the Distribution Date on behalf of any Business Employees and (B) by the pro-rata portion of any expenses, as agreed to by the Dxxx Actuary and the TreeHouse Actuary, incurred by the Dxxx Pension Plan attributable to any portion of the Transfer Amount for the period beginning on the Distribution Date and ending on the Transfer Date for such portion. Such expenses shall include without limitation, PBGC premiums, valuation fees, investment management fees, plan audit fees and trustees fees. (5) TreeHouse shall have no responsibility for any portion of the Transfer Amount before such portion is transferred to the TreeHouse Pension Plan. (6) In connection with the transfer of assets and liabilities from the Dxxx Pension Plan to the TreeHouse Pension Plan: (i) Dxxx and TreeHouse each warrant to the other that they shall comply with the requirements of ERISA, the Code and Revenue Ruling 86-48 and that the accrued benefits for each participant under the TreeHouse Pension Plan immediately after the effective date of such transfer of assets shall not be less than such participant’s accrued benefits under the Dxxx Pension Plan immediately prior to the effective date of such transfer, based on reasonable actuarial assumptions determined by the Dxxx Actuary in good faith; (ii) TreeHouse and Dxxx shall, in connection with such transfer, cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder; and (iii) Liabilities under any qualified domestic relations orders (as defined in section 414(p) of the Code) received with respect to any assets transferred to the TreeHouse Pension Plan shall be transferred to TreeHouse at the time such assets are transferred.

Transfer of Assets and Liabilities. (1) As soon as practicable Within [thirty (30) days] after the Distribution Date, the actuary engaged by the Dxxx Kxxxxxxx-Xxxxx Pension Plan (the “Dxxx Actuary”) shall determine, subject to the agreement of the actuary engaged by the TreeHouse Pension Plan (the “TreeHouse Actuary”) (which agreement shall not be unreasonably withheld), determine the present value of benefits on a termination basisaccumulated benefits, as of the Distribution Date, for Business Transferred Employees with an accrued benefit under the Dxxx Kxxxxxxx-Xxxxx Pension Plan in accordance with section 414(l) of the Code and the general de minimis rule set forth in Treasury Regulations § 1.414(l)-1(n)(1section 1.414(l)-1(n)(2) and based on an alternative set of reasonable termination basis actuarial assumptions as determined by applying standards such actuary (the “Transfer Amount”). In determining the Transfer Amount, the actuary engaged by the Kxxxxxxx-Xxxxx Pension Plan shall use a methodology substantially as set forth in regulations prescribed by the letter from Mr. L. Rxxxxx Xxxxxxx of Kxxxxxxx-Xxxxx to Mx. Xxxxxxx Xxxxxxxxx of the Pension Benefit Guaranty Corporation (the “PBGC”) (dated [July 15, 2004], subject to any modifications discussed and agreed to by and between Kxxxxxxx-Xxxxx and the “Transfer Amount”)PBGC. (2) As soon as practicable Within [fifteen (15) days] after the later to occur of (i) the date the actuary engaged by the Kxxxxxxx-Xxxxx Pension Plan determines the Transfer Amount, or (ii) the expiration of the thirty (30) day waiting period prescribed by section 6058(b) of the Code (which TreeHouse Neenah Paper and Dxxx Kxxxxxxx-Xxxxx shall take all action to commence promptly), Dxxx Kxxxxxxx-Xxxxx shall direct the trustee of the Dxxx Kxxxxxxx-Xxxxx Pension Plan to transfer deliver the Transfer Amount in immediately available funds to the trustee of the TreeHouse Neenah Paper Pension Plan according to a procedure agreed to by the Dxxx Actuary and the TreeHouse Actuary. Such procedure may provide that such transfer may be accomplished in two or more portions on two or more different datesPlan. (3) During the period beginning on From the Distribution Date and ending on to the actual date of delivery of the Transfer Amount (or any portion thereof) (the “Transfer Date”), the trustee of the Dxxx Kxxxxxxx-Xxxxx Pension Plan shall hold the Transfer Amount under the TreeHouse Neenah Paper Pension Plan and the Transfer Amount (or any portion thereof not yet transferred) shall be credited with earnings, from the Distribution Date to the Transfer Date of such portionDate, at a rate equal to the actual rate of return of the assets of the Dxxx Pension Plan, including any portion of the Transfer Amount not yet transferred, on four-week Treasury Bills for the weekly period beginning on that includes the Distribution Date and ending on the Transfer Date of such portionDate. (4) The Transfer Amount shall be reduced (A) as necessary to reflect benefit payments made (if any) from the Dxxx Kxxxxxxx-Xxxxx Pension Plan on behalf of any Transferred Employees who retire after the Distribution Date on behalf of any Business Employees and whose benefits commence under the Neenah Paper Pension Plan prior to the Transfer Date and (B) by the pro-rata portion of any expenses, as agreed to by the Dxxx Actuary and the TreeHouse Actuary, monthly investment expenses incurred by the Dxxx Kxxxxxxx-Xxxxx Pension Plan attributable to any portion of the Transfer Amount for the period beginning on the Distribution Date and ending on the Transfer Date for such portionDate. Such expenses shall include without limitation, PBGC premiums, valuation fees, investment management fees, plan audit fees and trustees feesequal .025% of the Transfer Amount per calendar month (partial calendar months shall be prorated based on the number of days in such month). (5) TreeHouse shall have no responsibility for any portion As of the Transfer Amount before such portion is transferred Cessation Time, the Neenah Paper Pension Plan shall assume all liabilities with respect to Transferred Employees under the TreeHouse Kxxxxxxx-Xxxxx Pension Plan. Neither Kxxxxxxx-Xxxxx, its subsidiaries or affiliates nor the Kxxxxxxx-Xxxxx Pension Plan shall retain any such liabilities. (6) In connection with the transfer of assets and liabilities from the Dxxx Kxxxxxxx-Xxxxx Pension Plan to the TreeHouse Neenah Paper Pension Plan: (i) Dxxx Kxxxxxxx-Xxxxx and TreeHouse Neenah Paper each warrant to the other that they shall will comply with the requirements of ERISA, the Code and Revenue Ruling Rev. Rul. 86-48 and that the accrued benefits for each participant under the TreeHouse Neenah Paper Pension Plan immediately after the effective date of such transfer of assets shall not be less than such participant’s accrued benefits under the Dxxx Kxxxxxxx-Xxxxx Pension Plan immediately prior to the effective date of such transfer, based on reasonable actuarial assumptions determined by the Dxxx Actuary actuary engaged by the Kxxxxxxx-Xxxxx Pension Plan in good faith; (ii) TreeHouse Neenah Paper and Dxxx Kxxxxxxx-Xxxxx shall, in connection with such transfer, cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder; and (iii) Liabilities under any qualified domestic relations orders (as defined in section 414(p) of the Code) received with respect to any assets transferred to the TreeHouse Neenah Paper Pension Plan shall be transferred to TreeHouse Neenah Paper at the time such assets are transferred.

Transfer of Assets and Liabilities. (1) As soon as practicable Within thirty (30) days after the Distribution Date, the actuary engaged by the Dxxx Kxxxxxxx-Xxxxx Pension Plan (the “Dxxx Actuary”) shall determine, subject to the agreement of the actuary engaged by the TreeHouse Pension Plan (the “TreeHouse Actuary”) (which agreement shall not be unreasonably withheld), determine the present value of benefits on a termination basisaccumulated benefits, as of the Distribution Date, for Business Transferred Employees with an accrued benefit under the Dxxx Kxxxxxxx-Xxxxx Pension Plan in accordance with section 414(l) of the Code and the general de minimis rule set forth in Treasury Regulations § 1.414(l)-1(n)(1section 1.414(l)-1(n)(2) and based on an alternative set of reasonable termination basis actuarial assumptions as determined by applying standards such actuary (the “Transfer Amount”). In determining the Transfer Amount, the actuary engaged by the Kxxxxxxx-Xxxxx Pension Plan shall use a methodology substantially as set forth in regulations prescribed by the letter from Mr. L. Rxxxxx Xxxxxxx of Kxxxxxxx-Xxxxx to Mx. Xxxxxxx Xxxxxxxxx of the Pension Benefit Guaranty Corporation (the “PBGC”) (dated July 15, 2004, subject to any modifications discussed and agreed to by and between Kxxxxxxx-Xxxxx and the “Transfer Amount”)PBGC. (2) As soon as practicable Within fifteen (15) days after the later to occur of (i) the date the actuary engaged by the Kxxxxxxx-Xxxxx Pension Plan determines the Transfer Amount, or (ii) the expiration of the thirty (30) day waiting period prescribed by section 6058(b) of the Code (which TreeHouse Neenah Paper and Dxxx Kxxxxxxx-Xxxxx shall take all action to commence promptly), Dxxx Kxxxxxxx-Xxxxx shall direct the trustee of the Dxxx Kxxxxxxx-Xxxxx Pension Plan to transfer deliver the Transfer Amount in immediately available funds to the trustee of the TreeHouse Neenah Paper Pension Plan according to a procedure agreed to by the Dxxx Actuary and the TreeHouse Actuary. Such procedure may provide that such transfer may be accomplished in two or more portions on two or more different datesPlan. (3) During the period beginning on From the Distribution Date and ending on to the actual date of delivery of the Transfer Amount (or any portion thereof) (the “Transfer Date”), the trustee of the Dxxx Kxxxxxxx-Xxxxx Pension Plan shall hold the Transfer Amount under the TreeHouse Neenah Paper Pension Plan and the Transfer Amount (or any portion thereof not yet transferred) shall be credited with earnings, from the Distribution Date to the Transfer Date of such portionDate, at a rate equal to the actual rate of return of the assets of the Dxxx Pension Plan, including any portion of the Transfer Amount not yet transferred, on four-week Treasury Bills for the weekly period beginning on that includes the Distribution Date and ending on the Transfer Date of such portionDate. (4) The Transfer Amount shall be reduced (A) as necessary to reflect benefit payments made (if any) from the Dxxx Kxxxxxxx-Xxxxx Pension Plan on behalf of any Transferred Employees who retire after the Distribution Date on behalf and whose benefits commence under the Neenah Paper Pension Plan prior to the Transfer Date, (B) by any administrative expenses paid from the trust maintained under the Kxxxxxxx-Xxxxx Pension Plan prior to the Transfer Date in preparation for the administration of any Business Employees the Neenah Paper Pension Plan and the transfer of the Transfer Amount thereto, and (BC) by the pro-rata portion of any expenses, as agreed to by the Dxxx Actuary and the TreeHouse Actuary, monthly investment expenses incurred by the Dxxx Kxxxxxxx-Xxxxx Pension Plan attributable to any portion of the Transfer Amount for the period beginning on the Distribution Date and ending on the Transfer Date for Date. The expenses described in clause (C) shall equal .025% of the Transfer Amount per calendar month (partial calendar months shall be prorated based on the number of days in such portion. Such expenses shall include without limitation, PBGC premiums, valuation fees, investment management fees, plan audit fees and trustees feesmonth). (5) TreeHouse shall have no responsibility for any portion As of the Transfer Amount before such portion is transferred Cessation Time, the Neenah Paper Pension Plan shall assume all liabilities with respect to Transferred Employees under the TreeHouse Kxxxxxxx-Xxxxx Pension Plan. Neither Kxxxxxxx-Xxxxx, its subsidiaries or affiliates nor the Kxxxxxxx-Xxxxx Pension Plan shall retain any such liabilities. (6) In connection with the transfer of assets and liabilities from the Dxxx Kxxxxxxx-Xxxxx Pension Plan to the TreeHouse Neenah Paper Pension Plan: (i) Dxxx Kxxxxxxx-Xxxxx and TreeHouse Neenah Paper each warrant to the other that they shall will comply with the requirements of ERISA, the Code and Revenue Ruling Rev. Rul. 86-48 and that the accrued benefits for each participant under the TreeHouse Neenah Paper Pension Plan immediately after the effective date of such transfer of assets shall not be less than such participant’s accrued benefits under the Dxxx Kxxxxxxx-Xxxxx Pension Plan immediately prior to the effective date of such transfer, based on reasonable actuarial assumptions determined by the Dxxx Actuary actuary engaged by the Kxxxxxxx-Xxxxx Pension Plan in good faith; (ii) TreeHouse Neenah Paper and Dxxx Kxxxxxxx-Xxxxx shall, in connection with such transfer, cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder; and (iii) Liabilities under any qualified domestic relations orders (as defined in section 414(p) of the Code) received with respect to any assets transferred to the TreeHouse Neenah Paper Pension Plan shall be transferred to TreeHouse Neenah Paper at the time such assets are transferred.