Common use of Transfer of Certain Assets and Benefit Clause in Contracts

Transfer of Certain Assets and Benefit. Liabilities from the Sybron Retirement Security Plan. Effective as of the date established pursuant to Section 5.1(a), (i) the SDS Retirement Security Plan shall assume and be solely responsible for all benefit liabilities for eligible Active Dental Business Employees and their beneficiaries under the Sybron Retirement Security Plan, and (ii) Sybron shall cause the accrued benefits of such Active Dental Business Employees and their beneficiaries under the Sybron Retirement Security Plan and the assets attributable thereto that are held by its related trust as of such date to be transferred to the SDS Retirement Security Plan and its related trust, and SDS shall cause such transferred accrued benefits and assets to be accepted by the SDS Retirement Security Plan and its related trust. Sybron agrees to cause the trustee of the trust related to the Sybron Retirement Security Plan to transfer assets to the trustee of the trust related to the SDS Retirement Security Plan equal to the present value of the benefits that would be provided exclusively by the Plan assets pursuant to section 4044 of ERISA and the regulations thereunder if the Plan terminated, to the extent permitted under section 414(l) of the Code and in accordance with Schedule 3. Sybron's actuaries shall provide a certification that such transfer complies with section 414(l) of the Code. The assets to be transferred shall be computed as of the Effective Date and shall be adjusted as of the asset transfer date established pursuant to Section 5.1(a) in the manner described in Schedule 3. Sybron and SDS agree to comply with all applicable rules and procedures established by the Internal Revenue Service and the Pension Benefit Guaranty Corporation in connection with the transfer of assets described in this Section 5.1(b). In the event that the assets transferred from the trust related to the Sybron Retirement Security Plan to the trust related to the SDS Retirement Security Plan are less than the related benefit liabilities, the amount of the shortfall shall be recorded as an Assumed Liability (as defined in the Assignment Agreement) of SDS. In the event the assets transferred from the trust related to the Sybron Retirement Security Plan to the trust related to the SDS Retirement Security Plan are greater than the related benefit liabilities, the amount of the excess shall be deducted from the Assumed Liability (as so defined) of SDS. Upon the transfer of assets to the SDS Retirement Security Plan, SDS shall cause the SDS Retirement Security Plan to assume all benefit obligations accrued by Active Dental Business Employees as of the Effective Date. As of the date of the establishment of the SDS Retirement Security Plan, the trustee of the trust which relates to such Plan shall be the same as the trustee of the trust which relates to the Sybron Retirement Security Plan. Thereafter, however, and in accordance with Section 3.1, SDS in its sole discretion may appoint a successor trustee of the trust which relates to the SDS Retirement Security Plan. The transfer of the assets described in Section 5.1(b)(ii) shall be made, in kind, from the trust which relates to the Sybron Retirement Security Plan to the trust which relates to the SDS Retirement Security Plan. To the extent that SDS or the Dental Business Subsidiaries have not made all contributions due to the Sybron Retirement Security Plan as Participating Employers thereunder by the date established pursuant to Section 5.1(a) or Sybron has not transferred to the trustee of the trust which relates to such Plan all the contributions made to it by SDS or the Dental Business Subsidiaries, Sybron, SDS or the Dental Business Subsidiaries shall make such contributions to the trustee of the trust which relates to the Sybron Retirement Security Plan promptly after such date, and Sybron shall instruct such trustee to transfer such amounts immediately, in cash, to the trustee of the trust which relates to the SDS Retirement Security Plan to be held, along with the other transferred amounts, for the benefit of the Active Dental Business Employees and their beneficiaries under the SDS Retirement Security Plan. Sybron and SDS shall cooperate with one another and with the respective trustees of the trusts which relate to the Sybron Retirement Security Plan and the SDS Retirement Security Plan in facilitating such transfer of SDS's or the Dental Business Subsidiaries' final contributions to the Sybron Retirement Security Plan. SDS hereby further agrees to take all actions necessary to obtain, as soon as practicable, an Internal Revenue Service determination that the SDS Retirement Security Plan meets the applicable requirements of section 401(a) of the Code and that the trust which relates to the SDS Retirement Security Plan meets the applicable requirements of section 401(a) of the Code and is exempt from tax under section 501(a) of the Code.

Transfer of Certain Assets and Benefit. Liabilities from to the Sybron Retirement Security SDS Union Savings and Thrift Plan. Effective as of the date established pursuant to Section 5.1(a4.1(b), (i) the SDS Retirement Security Union Savings and Thrift Plan shall assume and be solely responsible for all benefit liabilities for eligible Active hourly union Dental Business Employees and their beneficiaries under the Sybron Retirement Security Hourly Savings and Thrift Plan, and (ii) Sybron shall cause the accrued benefits accounts of such Active Dental Business Employees and their beneficiaries under the Sybron Retirement Security Hourly Savings and Thrift Plan and the assets attributable thereto that are held by its related trust as of such date to be transferred to the SDS Retirement Security Union Savings and Thrift Plan and its related trust, and SDS shall cause such transferred accrued benefits accounts and assets to be accepted by the SDS Retirement Security Union Savings and Thrift Plan and its related trust. Sybron agrees to cause the trustee of the trust related to the Sybron Retirement Security Plan to transfer assets to the trustee of the trust related to the SDS Retirement Security Plan equal to the present value of the benefits that would be provided exclusively by the Plan assets pursuant to section 4044 of ERISA and the regulations thereunder if the Plan terminated, to the extent permitted under section 414(l) of the Code and in accordance with Schedule 3. Sybron's actuaries shall provide a certification that such transfer complies with section 414(l) of the Code. The assets to be transferred shall be computed as of the Effective Date and shall be adjusted as of the asset transfer date established pursuant to Section 5.1(a) in the manner described in Schedule 3. Sybron and SDS agree to comply with all applicable rules and procedures established by the Internal Revenue Service and the Pension Benefit Guaranty Corporation in connection with the transfer of assets described in this Section 5.1(b). In the event that the assets transferred from the trust related to the Sybron Retirement Security Plan to the trust related to the SDS Retirement Security Plan are less than the related benefit liabilities, the amount of the shortfall shall be recorded as an Assumed Liability (as defined in the Assignment Agreement) of SDS. In the event the assets transferred from the trust related to the Sybron Retirement Security Plan to the trust related to the SDS Retirement Security Plan are greater than the related benefit liabilities, the amount of the excess shall be deducted from the Assumed Liability (as so defined) of SDS. Upon the transfer of assets to the SDS Retirement Security Plan, SDS shall cause the SDS Retirement Security Plan to assume all benefit obligations accrued by Active Dental Business Employees as of the Effective Date. As of the date of the establishment of the SDS Retirement Security Union Savings and Thrift Plan, the trustee of the trust which relates to such Plan shall be the same as the trustee of the trust which relates to the Sybron Retirement Security Hourly Savings and Thrift Plan. Thereafter, however, and in accordance with Section 3.1, SDS in its sole discretion may appoint a successor trustee of the trust which relates to the SDS Retirement Security Union Savings and Thrift Plan. The transfer of the assets described in Section 5.1(b)(ii4.2(b)(ii) shall be made, in kind, from the trust which relates to the Sybron Retirement Security Hourly Savings and Thrift Plan to the trust which relates to the SDS Retirement Security Union Savings and Thrift Plan. To the extent that SDS or the Dental Business Subsidiaries have not made all contributions due to the Sybron Retirement Security Hourly Savings and Thrift Plan as Participating Employers thereunder by the date established pursuant to Section 5.1(a4.1(b) or Sybron has not transferred to the trustee of the trust which relates to such Plan all of the contributions made to it by SDS or the Dental Business Subsidiaries, Sybron, SDS or the Dental Business Subsidiaries shall make such contributions to the trustee of the trust which relates to the Sybron Retirement Security Hourly Savings and Thrift Plan promptly after such date, and Sybron shall instruct such trustee to transfer such amounts immediately, in cash, to the trustee of the trust which relates to the SDS Retirement Security Union Savings and Thrift Plan to be held, along with the other transferred amounts, for in the benefit accounts of the Active Dental Business Employees and their beneficiaries under the SDS Retirement Security Union Savings and Thrift Plan. Sybron and SDS shall cooperate with one another and with the respective trustees of the trusts which relate to the Sybron Retirement Security Hourly Savings and Thrift Plan and the SDS Retirement Security Union Savings and Thrift Plan in facilitating such transfer of SDS's or the Dental Business Subsidiaries' final contributions to the Sybron Retirement Security Hourly Savings and Thrift Plan. SDS hereby further agrees to take all actions necessary to obtain, as soon as practicable, an Internal Revenue Service determination that the SDS Retirement Security Union Savings and Thrift Plan meets the applicable requirements of section 401(a) and 401(k) of the Code and that the trust which relates to the SDS Retirement Security Union Savings and Thrift Plan meets the applicable requirements of section 401(a) of the Code and is exempt from tax under section 501(a) of the Code.