Transfer of Non-U.S Sample Clauses

Transfer of Non-U.S. Retirement Plan Assets and Liabilities. As soon as practicable following the establishment of a Non-U.S. Organon Benefit Plan, except as otherwise provided in this Agreement or as mutually agreed upon by the Parties, the Assets and Liabilities (determined as of the date of the applicable local closing, whether occurring prior to, on or after the Distribution Date (such date, the “Applicable Closing Date”)) under the corresponding Non-U.S. Merck Benefit Plan attributable to Transferred Non-U.S. Employees who are participants in such plan, along with any other Assets and Liabilities that Organon agrees to assume with respect to such plan, shall be transferred to such Non-U.S. Organon Benefit Plan. The Non-U.S. Merck Benefit Plan shall retain all Assets and Liabilities related to Merck Retained Employees, Former Employees and Post-Distribution Organon Employees (subject to Section 4.01(c)). Except as otherwise mutually agreed upon by the Parties, assets will be allocated between the plans based on the proportion of Liabilities borne by each plan. Except as otherwise mutually agreed upon by the Parties, such Liabilities will be valued using the projected benefit obligation based on plan provisions as in effect at the Applicable Closing Date and applying demographic and other assumptions used in the most recently completed valuation of the applicable Non-U.S. Merck Benefit Plan (and taking into account the requirements of ASC 715 as it exists as of the Applicable Closing Date); provided, however, that all economic assumptions will be updated as of the Applicable Closing Date. The transfer amount described above shall be credited or debited, as applicable, with a pro rata share of the actual investment earnings or losses allocable to the transfer amount for the period between the Applicable Closing Date and an assessment date set by Merck that is as close as practicable, taking into account the timing and reporting of valuation of the applicable Non-U.S. Merck Benefit Plan’s Assets, to the date upon which Assets equal in value to the transfer amount are actually transferred from the applicable Non-U.S. Merck Benefit Plan to the applicable Non-U.S. Organon Benefit Plan; provided that, if actual investment earnings or losses are not then determinable, Merck and Organon shall then agree on a reasonable alternative methodology (which may include expected or estimated returns used for other similar purposes by Merck in the ordinary course of business). During this pe...