Common use of Transferred Pension Plan Final PBO Amount Clause in Contracts

Transferred Pension Plan Final PBO Amount. For purposes of this ARTICLE X, actuarial determinations shall be based upon actuarial assumptions and methodologies used in preparing the most recent audited financial statements of the Company as of the date of the determination (“Company’s GAAP Assumptions”), with the exception that the discount rate used in the Company’s GAAP Assumptions will be adjusted (in a manner consistent with the discount rate calculated in the Company’s GAAP Assumptions) for the movement in the underlying discount rate from the date that the Company’s GAAP Assumptions were originally determined to the Distribution Effective Time. The Company shall cause a qualified actuary (“Company’s Actuary”) to provide a report within forty-five (45) days following the Distribution Effective Time setting forth a detailed calculation and breakdown of its determination of the actuarial present value of the “projected benefit obligation” as defined in Topic 715 in the FASB’s Accounting Standards Codification (the “PBO”) for each Employee Plan that transfers to the Tiger Group, Parent or one of their Affiliates pursuant to Applicable Law and Transferring Arrangement that, in each case, is a defined benefit pension or termination indemnity plan (such Employee Plans and Transferring Arrangements, the “Transferred Pension Plans”), as of the Distribution Effective Time and any back-up information reasonably required by Parent or its qualified actuary (“Parent’s Actuary”) to confirm the accuracy of such determination. Unless Parent notifies the Company of an objection to the determination by the Company’s Actuary of the PBO within forty-five (45) days following the Company’s delivery of the determination by the Company’s Actuary, such initial determinations of the PBO will become final and binding on the Company, Parent and their respective Affiliates. If Parent disputes the accuracy of the determinations, Parent and Parent’s Actuary and the Company and the Company’s Actuary shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute. If Parent and the Company are able to reach agreement, then they will reduce such agreement to writing and such agreement will become final and binding on the Company, Parent and their respective Affiliates. To the extent that a dispute is unresolved after a forty-five (45)-day period following identification of such dispute, the determinations shall be verified by an independent third-party actuary selected by the mutual agreement of the Company and Parent. The decision of such third-party actuary shall be made within thirty (30) days after its engagement and shall be final, binding and conclusive on the Company, Parent and their respective Affiliates. The Company and Parent shall share equally the costs of such third-party actuary. The PBO of the Transferred Pension Plans as finally determined in accordance with this Section 10.1 shall be the “Final PBO Amount.”

Transferred Pension Plan Final PBO Amount. For purposes of this ARTICLE ‎ARTICLE X, actuarial determinations shall be based upon actuarial assumptions and methodologies used in preparing the most recent audited financial statements of the Company as of the date of the determination (“Company’s GAAP Assumptions”), with the exception that the discount rate used in the Company’s GAAP Assumptions will be adjusted (in a manner consistent with the discount rate calculated in the Company’s GAAP Assumptions) for the movement in the underlying discount rate from the date that the Company’s GAAP Assumptions were originally determined to the Distribution Effective Time. The Company shall cause a qualified actuary (“Company’s Actuary”) to provide a report within forty-five (45) days following the Distribution Effective Time setting forth a detailed calculation and breakdown of its determination of the actuarial present value of the “projected benefit obligation” as defined in Topic 715 in the FASB’s Accounting Standards Codification (the “PBO”) for each Employee Plan that transfers to the Tiger Group, Parent or one of their Affiliates pursuant to Applicable Law and Transferring Arrangement that, in each case, is a defined benefit pension or termination indemnity plan (such Employee Plans and Transferring Arrangements, the “Transferred Pension Plans”), as of the Distribution Effective Time and any back-up information reasonably required by Parent or its qualified actuary (“Parent’s Actuary”) to confirm the accuracy of such determination. Unless Parent notifies the Company of an objection to the determination by the Company’s Actuary of the PBO within forty-five (45) days following the Company’s delivery of the determination by the Company’s Actuary, such initial determinations of the PBO will become final and binding on the Company, Parent and their respective Affiliates. If Parent disputes the accuracy of the determinations, Parent and Parent’s Actuary and the Company and the Company’s Actuary shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute. If Parent and the Company are able to reach agreement, then they will reduce such agreement to writing and such agreement will become final and binding on the Company, Parent and their respective Affiliates. To the extent that a dispute is unresolved after a forty-five (45)-day period following identification of such dispute, the determinations shall be verified by an independent third-party actuary selected by the mutual agreement of the Company and Parent. The decision of such third-party actuary shall be made within thirty (30) days after its engagement and shall be final, binding and conclusive on the Company, Parent and their respective Affiliates. The Company and Parent shall share equally the costs of such third-party actuary. The PBO of the Transferred Pension Plans as finally determined in accordance with this Section ‎Section 10.1 shall be the “Final PBO Amount.”