U.S. Defined Benefit Plans Clause Samples

U.S. Defined Benefit Plans. Effective as of the Closing Date, if required by the terms of an applicable collective bargaining agreement, Buyer or its Affiliate shall adopt and establish a (or otherwise designate an existing) defined benefit plan that is intended to qualify under Section 401(a) of the Code and a related trust that is exempt under Section 501(a) of the Code (such plan and trust, the “Buyer DB Plan”). The Buyer DB Plan shall have terms and features (including benefit accrual provisions) that are substantively identical to the United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003) (the “Seller DB Plan”) as it pertains to Company Employees such that, for the avoidance of doubt, the Seller DB Plan as it pertains to Company Employees is replicated in all material respects by the Buyer DB Plan (but for the avoidance of doubt, not for purposes of plan administration). Buyer shall cause the Buyer DB Plan to credit each Company Employee who as of the Closing is an active participant in the Seller DB Plan with full past service credit for eligibility, vesting, benefit accrual, determination of eligibility for early retirement and other subsidized benefits, and for all other purposes under the Seller DB Plan where service is taken into account from his or her date of employment with Seller and its Affiliates (and predecessors) to the extent such service was credited for such purpose on behalf of such Company Employees under the Seller DB Plan. The accrued benefit of each Company Employee under the Buyer DB Plan as of the Closing Date, taking into account service with Seller and its Affiliates (and predecessors) but not taking into account the benefit offset described below, will be at least as great as the accrued benefit of such Company Employee under the Seller DB Plan immediately prior to the Closing Date. The benefit of each Company Employee under the Buyer DB Plan shall be “offset” by such Company Employee’s accrued benefit under the Seller DB Plan. Each Company Employee who is an active participant in the Seller DB Plan immediately prior to the Closing shall become a participant in the Buyer DB Plan as of the Closing and shall cease to be an active participant in the Seller DB Plan as of the Closing. Buyer or its Affiliate shall be solely responsible for taking all necessary, reasonable and appropriate actions (including, if applicable, the submission of the Buyer DB Plan to the IRS for a determination of tax-qualified status) to establish, ma...

U.S. Defined Benefit Plans. Envista Employees shall continue to participate in the ▇▇▇▇▇▇▇ U.S. Retirement Plan in accordance with its terms between the Effective Time and the date that Envista is no longer a member of the “controlled group” of corporations of ▇▇▇▇▇▇▇ (as defined in Section 414(b) of the Code). ▇▇▇▇▇▇▇ shall retain all Assets and Liabilities relating to the ▇▇▇▇▇▇▇ U.S. Retirement Plan, including Liabilities in respect of pension benefits accrued thereunder by each Envista Employee and Former Envista Service Provider. No Assets or Liabilities of the ▇▇▇▇▇▇▇ U.S. Retirement Plan shall be transferred to a retirement plan maintained by any member of the Envista Group.

U.S. Defined Benefit Plans. Effective no later than the Separation Effective Time, and except as provided in an Ancillary Agreement, Exhibit or appendix hereto, no Newco Employee shall accrue benefits under the Everest U.S. Retirement Plan. Everest shall retain all Assets and Liabilities relating to the Everest U.S. Retirement Plan, including Liabilities in respect of pension benefits accrued thereunder by each Newco Employee and Former Newco Service Provider. No Assets or Liabilities of any Everest U.S. Retirement Plan shall be transferred to a retirement plan maintained by any member of the Newco Group.

U.S. Defined Benefit Plans. (a) As of the Applicable Transfer Time, the Vertiv Employees who participate in the Emerson Retirement Plan (the “▇▇▇▇▇▇▇ ▇▇ Plan”) shall be fully vested in their accrued benefits under the ▇▇▇▇▇▇▇ ▇▇ Plan. All Liabilities in respect of such accrued benefits shall be retained by the ▇▇▇▇▇▇▇ ▇▇ Plan. The ▇▇▇▇▇▇▇ ▇▇ Plan shall retain all assets thereunder. (b) For Vertiv Employees covered under appendices 14, 32, 80, 105, 123 and 124 to the ▇▇▇▇▇▇▇ ▇▇ Plan as of immediately prior to the Applicable Transfer Time, Emerson and Vertiv shall cooperate in good faith to determine an appropriate additional contribution under the Vertiv 401(k) Plan.

U.S. Defined Benefit Plans. Effective no later than the Effective Time, no Fortive Employee shall accrue benefits under the ▇▇▇▇▇▇▇ U.S. Retirement Plans. ▇▇▇▇▇▇▇ shall retain all Assets and Liabilities relating to the ▇▇▇▇▇▇▇ U.S. Retirement Plans, including Liabilities in respect of pension benefits accrued thereunder by each Fortive Employee and Former Fortive Service Provider. No Assets or Liabilities of the ▇▇▇▇▇▇▇ U.S. Retirement Plans shall be transferred to a retirement plan maintained by any member of the Fortive Group.

U.S. Defined Benefit Plans. With respect to the ▇▇▇▇▇▇▇ Retirement Plan, a defined benefit plan intended to qualify under Section 401(a) of the Code (the “Seller DB Plan”), each Transferred Employee who is a participant in the Seller DB Plan shall be 100% vested in his or her accrued benefit and shall cease to participate in the Seller DB Plan as of the Applicable Transfer Time. Seller shall retain all assets and liabilities thereunder, including responsibility for all benefits accrued to each such Transferred Employee under the terms of the Seller DB Plan.

U.S. Defined Benefit Plans. Section 7.01

U.S. Defined Benefit Plans. With respect to the ▇▇▇▇▇▇▇ Retirement Plan, a defined benefit plan intended to qualify under Section 401(a) of the Code (the “Seller DB Plan”): (a) Seller shall take all such actions as may be necessary to ensure that each Transferred Employee who is a participant in the Seller DB Plan shall vest in full in respect of any unvested benefits, and cease to participate as an active employee, in the Seller DB Plan as of the Applicable Transfer Time. Seller shall retain all assets and liabilities thereunder, including responsibility for all benefits accrued to each such Transferred Employee in respect of periods prior to the Applicable Transfer Time under the terms of the Seller DB Plan; and (b) Buyer agrees that during the Relevant Period its annual contributions with respect to the applicable Buyer DC Plans shall be at least equal to Seller’s aggregate annual service cost (determined in accordance with GAAP) with respect to the Seller DB Plan (as in effect as of the Closing) for the Transferred Employees who are participants in the Seller DB Plan; provided, however, that such contributions shall not be required to the extent they would cause the Buyer #88639600v31 DC Plan to violate the Section 415 or the applicable non-discrimination provisions of the Code, in which case, such contributions shall be carried forward and made, to the extent possible, in a subsequent year.

U.S. Defined Benefit Plans. Effective no later than the Effective Time, no Fortive Employee shall accrue benefits under the ▇▇▇▇▇▇▇ U.S.