Common use of Defined Benefit Pension Plans Clause in Contracts

Defined Benefit Pension Plans. (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) of the Seller Disclosure Schedule for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “Pension Plan Employee”) on the Closing Date or a Deferred Closing Date, as applicable. Seller shall retain and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Schedule. (ii) To the extent provided in Section 7.1(d)(ii) of the Seller Disclosure Schedule, Seller shall effect a transfer of assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii) of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date or Deferred Closing Date, as applicable, but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”). The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected as soon as practicable after the Closing or a Deferred Closing, as applicable, but in any event within one (1) year after the Closing Date or a Deferred Closing Date, as applicable, or, if later, the earliest date that is administratively practicable as reasonably determined by Seller; provided, however, that in no event shall such transfer take place until the receipt of any approval required by any Government Entity.

Defined Benefit Pension Plans. (ia) Purchaser Effective as of the Closing Date, the Transferred Employees shall assume and be responsible no longer participate in respect of each Transferred Employee who participated in a plan that is a “the Sellers' defined benefit pension plan” within plans. Effective as of such date, the meaning of FAS87 as listed on Purchaser shall establish replacement defined benefit pension plans (the "NEW DEFINED BENEFIT PLANS") that are intended to be qualified under Section 7.1(d)(i401(a) of the Seller Disclosure Schedule Code, and a related trust or trusts that are intended to be exempt from taxation under Section 501(a) of the Code for the Liabilities benefit of the Transferred Employees, the terms of which plans and trust(s) shall be substantially comparable to the terms of the Sellers' defined benefit pension plans (and in relation to compliance with any applicable collective bargaining agreement). The Purchaser agrees that plan (each such plan, a “Transferred Employee Plan” the new Defined Benefit Plans and each such Transferred Employee, a “Pension Plan Employee”) their related trusts and funding arrangements shall be operative in all respects on the Closing Date and the Purchaser agrees to deliver to the Seller the certificate of an officer or a Deferred Closing Date, as applicable. Seller shall retain and be responsible an opinion of counsel representing that the New Defined Benefit Plans meet the requirements for the Liabilities in respect of each Transferred Employee qualification under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i401(a) of the Seller Disclosure Schedule. (ii) To the extent provided in Section 7.1(d)(ii) of the Seller Disclosure Schedule, Seller shall effect a transfer of assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee in such amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii) of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”), and Purchaser shall cause a Purchaser Employee Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be adjusted to take into account benefit payments made from the Transferred Employee Plans to the applicable Pension Plan Employees after the Closing Date or Deferred Closing Date, as applicable, but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”)Code. The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected Purchaser agrees as soon as practicable after the Closing Date to apply for, and take all actions necessary to secure, a determination letter from the Internal Revenue Service to the effect that the New Defined Benefit Plans are qualified under the applicable provisions of the Code. The Purchaser further agrees that if such a determination letter is not obtained, any liability resulting from the failure to obtain such letter shall be the responsibility of the Purchaser. The Purchaser shall recognize the Transferred Employees' service prior to the Closing Date with the Sellers for all purposes under the New Defined Benefit Plans. (b) As soon as practicable after the Closing Date, the Sellers shall cause to be transferred from the Sellers' defined benefit pension plans (the "SELLERS' PENSION PLANS") to the New Defined Benefit Plans all accrued benefits and other liabilities of the Sellers' Pension Plans relating to the Transferred Employees and to the employees of the Rolling Business whose employment terminated prior to the Closing Date ("FORMER EMPLOYEES") in the manner described below (the "TRANSFERRED BENEFITS"). Following completion of the transfer of assets and liabilities from the Sellers' Pension Plans to the New Defined Benefit Plans, the Sellers shall have no further liability whatsoever with respect to the Former Employees and the Transferred Employees for benefits under the Sellers' Pension Plans, other than liability for any breach of fiduciary duties or any nonexempt prohibited transaction occurring prior to such transfer. As of the Closing Date, the Sellers shall cause the Sellers' Pension Plans to be amended so as to cease further accrual of benefits with respect to the Former Employees and Transferred Employees. Section 6.03(b) of the Disclosure Schedule lists all Former Employees together with relevant data concerning their age, date of hire, date of termination and accrued pension benefits. (c) As a Deferred Closingcondition of making the transfer of assets and liabilities described below in this section, the Sellers and the Purchaser shall be entitled to receive the following: (i) in the case of the Sellers, a certificate from an officer or an opinion of counsel of the Purchaser representing that the New Defined Benefit Plans meet the requirements for qualification under Section 401(a) of the Code and that the Purchaser has timely requested a determination letter from the Internal Revenue Service confirming such qualification; (ii) in the case of the Purchaser, a certificate from an officer or an opinion of counsel of the Sellers representing that the Sellers' Plans have received a recent favorable determination from the Internal Revenue Service to the effect that the Sellers' Plans meet such requirements for qualification; and (iii) to Sellers' knowledge, there have been no amendments or actions since the issuance of such favorable determination letter which adversely affect such plans' qualifications. (d) The Sellers shall cause Deloitte & Touche (the "SELLERS' ACTUARY") to determine the amount of assets required by Section 414(l) of the Code for the Transferred Benefits obligation based on allocating assets by priority categories described in Section 4044(a) of ERISA (the "414(l) AMOUNT"), to be transferred from the Sellers' Plans to the New Defined Benefit Plans. The 414(l) Amount shall be determined as applicableof the Closing Date by the Sellers' Actuary on the basis of the Pension Benefit Guaranty Corporation's safe harbor plan termination assumptions set forth in Section 4044 of ERISA and the remaining assumptions used in the most recent ERISA actuarial valuation of the Sellers' Plans (the "SAFE HARBOR ASSUMPTIONS"). In connection therewith, the Sellers shall cause the Sellers' Actuary to determine the amounts of charges and credits to the funding standard account under Section 412 of the Code, the funding standard account credit balance and the annual amortization charges and credits (such amounts determined under the provisions of Internal Revenue Service Revenue Ruling 81-212 and other applicable guidance) to be allocated between the Sellers' Plans and the New Defined Benefit Plans as a result of the transfer of assets and liabilities anticipated under this section. Such amounts shall be determined without regard to use of the de minimis option contained in such revenue ruling and the regulations promulgated under Section 414(l) of the Code. The actuarial calculation of the liabilities by Pension Benefit Guaranty Corporation priority categories underlying the 414(l) Amount determined by the Sellers' Actuary shall be reviewed and verified by an actuarial firm designated by the Purchaser (the "PURCHASER'S ACTUARY"). (e) As soon as practicable after the Closing Date, but in any no event within one (1) year after later than 30 days from the Closing Date or a Deferred Closing Date, as applicablethe Sellers shall prepare and file Form 5310A with respect to the transfer required by this section, or, if laterand within 60 days of the Closing Date, the earliest date that is administratively practicable as Sellers shall cause to be transferred from the trusts for the Sellers' Plans to the trusts established for the New Pension Plans an amount in cash and marketable securities acceptable to the parties equal to 80% of the amount reasonably determined estimated by Sellerthe Sellers' Actuary in good faith, after verification and approval by the Purchaser's Actuary, to be equal to the 414(l) Amount; provided, however, that such estimated amount shall be calculated prior to the last day of the month subsequent to the execution of this Agreement (the "INITIAL TRANSFER AMOUNT"). As soon as practicable after the final determination of the 414(l) Amount, calculated as of the Closing Date (the "TRUE-UP DATE"), but in no event later than 6 months from the Closing Date, the Sellers shall cause a second transfer to be made to the New Pension Plans in cash and marketable securities acceptable to the parties, of the "TRUE-UP AMOUNT". The True-Up Amount shall be equal to the (f) The Sellers' Actuary shall provide the Purchaser's Actuary with the results of the calculations made under paragraphs (d) and (e) above and with records and other information in support of such transfer take place until the receipt of any approval calculations as required by the Purchaser's Actuary to verify and approve such calculations. The Sellers and the Purchaser will cause their respective actuaries to work together in good faith to promptly resolve any Government Entitydifferences between them with respect to such calculations. The expenses of the Sellers' Actuary shall be borne by the Sellers, and the expenses of the Purchaser's Actuary shall be borne by the Purchaser. In the event such differences cannot be resolved, the two actuaries shall appoint a third actuary to resolve such differences, and the cost of such third actuary shall be equally borne by the Sellers and the Purchaser. The decision of such third actuary shall be final and binding on the Sellers and the Purchaser. (g) Notwithstanding any provisions to the contrary in this Section 6.03, it is the intention of the parties that the Sellers shall attempt to minimize the market risk from the Closing Date to the date the True Up Amount is transferred (the "MARKET RISK PERIOD") by placing 125% of the Initial Transfer Amount into a money market account or other fixed income investment vehicle offered by the Sellers' Trustee on the Closing Date (the "MONEY MARKET VEHICLE"), and it is agreed that the return on such investment during the Market Risk Period shall be paid to the Purchaser's New Defined Benefit Plans at the time of transfer of the True Up Amount. The Initial Transfer Amount and any distributions made with respect to Transferred Employees and Former Employees during the Market Risk Period shall be paid from the Money Market Vehicle. Promptly after the date hereof the Sellers and the Purchaser shall contact the PBGC and seek to have the PBGC terminate the PBGC Agreement and release the PBGC lien on the Ravenswood Owned Real Property. If the PBGC does not terminate the PBGC Agreement prior to the Closing or does not agree to postpone until after the Closing the quarterly installment contributions to the Sellers' Pension Plans described in Section 2(c)(ii) of the PBGC Agreement, and the Sellers are required to make any such quarterly installment contribution before the Closing, the Purchase Price shall be increased by the after-tax effective cost to the Sellers of such contribution, multiplied by 78%, representing the agreed upon share of such contribution attributable to the Transferred Benefits, plus interest at 6% from the date of such contribution to the Closing Date.

Defined Benefit Pension Plans. (a) Effective as of the Closing, New Mylan shall, with respect to any Transferred Employee (i) Purchaser shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “whose defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) obligation in one or more of the Seller Disclosure defined benefit pension plans maintained by Abbott or its Continuing Affiliates is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary under applicable Law as a result of the transactions contemplated by this Agreement or (ii) who participates in one or more of the defined benefit pension plans maintained by Abbott or its Continuing Affiliates in any Territory set forth on Schedule 8.4(a) (collectively, the “Abbott Transferor Pension Plans”), establish or designate defined benefit pension plans (collectively, the “New Mylan Transferee Pension Plans”) for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each benefit of such Transferred Employee, a Employees. The Transferred Employees (A) whose defined benefit pension obligation is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary or (B) who participate in one or more of the defined benefit pension plans maintained by Abbott or its Continuing Affiliates in any Territory set forth on Schedule 8.4(a) are referred to hereinafter as the “Abbott Transferred Pension Plan EmployeeEmployees.” The Abbott Transferred Pension Plan Employees shall be given credit under the respective New Mylan Transferee Pension Plan for all service with and compensation from Abbott or its Affiliates as if it were service with and compensation from New Mylan for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective New Mylan Transferee Pension Plan. Each New Mylan Transferee Pension Plan shall provide, upon the transfer of assets referred to below (or, if there is no transfer of assets with respect to a particular plan because the plan is not funded, as of the Closing), that the accrued benefits for the Abbott Transferred Pension Plan Employees under such New Mylan Transferee Pension Plan shall in no event be less than their accrued benefits under the corresponding Abbott Transferor Pension Plan as of the Closing. (i) With respect to any Abbott Transferor Pension Plan that is funded (other than any Abbott Transferor Pension Plan maintained in Germany), Abbott shall cause to be transferred from the trusts (or in the case of other funding vehicles, transferred from such funding vehicles) under such Abbott Transferor Pension Plan to the trusts or other funding vehicles under the corresponding New Mylan Transferee Pension Plan assets in the form of cash, cash equivalents, marketable securities or insurance contracts (to the extent allowable under the terms of such contracts and exclusively intended to cover plan benefits), the value of which shall be equal to: (i) the actuarial present value of projected (and not accrued) benefits (that is, the “projected benefit obligation” as defined in Topic 715 in the FASB’s Accounting Standards Codification, “PBO”) on under such Abbott Transferor Pension Plan as of the Closing Date or a Deferred that are attributable to the Abbott Transferred Pension Plan Employees divided by the PBO of all participants in such Abbott Transferor Pension Plan as of the Closing Date, multiplied by the market value of the assets of such Abbott Transferor Pension Plan at the Closing Date, provided that such transferred amount shall not, in any event, exceed the PBO under such Abbott Transferor Pension Plan of all Abbott Transferred Pension Plan Employees as applicable. Seller shall retain and be responsible of the date of Closing or (ii) such greater amount as is required by applicable Law or the applicable Governmental Authority having jurisdiction over the Abbott Transferor Pension Plan in order to obtain approval for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on Section 7.1(d)(i) of the Seller Disclosure Scheduletransfer. (ii) With respect to any Abbott Transferor Pension Plan maintained in Germany that has a corresponding Contractual Trust Arrangement (the “Abbott Contractual Trust Arrangement”), New Mylan shall cause a contractual trust arrangement (the “New Mylan Contractual Trust Arrangement”) to be established in connection with the corresponding New Mylan Transferee Pension Plan. Abbott shall cause to be transferred from the Abbott Contractual Trust Arrangement under such Abbott Transferor Pension Plan to the New Mylan Contractual Trust Arrangement under the corresponding New Mylan Transferee Pension Plan assets in the form of cash, cash equivalents and marketable securities, the value of which shall be equal to: (A) the PBO under such Abbott Transferor Pension Plan as of the Closing Date that is attributable to the Abbott Transferred Pension Plan Employees divided by the PBO of all participants in such Abbott Transferor Pension Plan as of the Closing Date, multiplied by the market value of the assets of such Abbott Contractual Trust Arrangement at the Closing Date, provided that such transferred amount shall not, in any event, exceed the PBO under such Abbott Transferor Pension Plan of all Abbott Transferred Pension Plan Employees as of the date of Closing or (B) such greater amount as is required by applicable Law or the applicable Governmental Authority having jurisdiction over the Abbott Transferor Pension Plan in order to obtain approval for the transfer. To the extent provided in (x) the Abbott Contractual Trust Arrangement maintained by ▇▇▇▇▇▇ Arzneimittel GmbH (the “Arzneimittel Trust”) and the Abbott Contractual Trust Arrangement maintained by ▇▇▇▇▇▇ Laboratories GmbH (the “GmbH Trust”) are anticipated to be overfunded according to Section 7.1(d)(ii) 8.3 of the Seller Disclosure Schedule, Seller shall effect respective trust agreement at the Closing (a transfer of “CTA Overfunding”) and (y) the assets from the Transferred Employee Plans in respect of the Liability for each Pension Plan Employee Arzneimittel Trust and the GmbH Trust are anticipated to be less than the PBO of all participants in such Abbott Contractual Trust Arrangement at the Closing (a “CTA Underfunding”), Abbott shall use reasonable best efforts under the regulations of Section 8.3 of the respective trust agreement of Arzneimittel Trust and GmbH Trust to use the CTA Overfunding to eliminate any CTA Underfunding and, if there is no CTA Underfunding or if any CTA Underfunding has been eliminated, withdraw any CTA Overfunding from Arzneimittel Trust and GmbH Trust prior to the Closing. (c) The amounts as shall be reasonably determined by Seller’s actuary and in accordance with Section 7.1(d)(ii8.4(b) are collectively referred to as the “Pension Transfer Amounts”. The transfer of the Seller Disclosure Schedule (Pension Transfer Amounts, and the assumption by New Mylan and its Affiliates of Liabilities with respect to or relating to the Abbott Transferred Pension Plan Employees under the applicable Abbott Transferor Pension Plans, shall be subject to such greater amounts Consents and other requirements as may be apply under applicable Law, including the consent of the Abbott Transferred Pension Plan Employees to the extent required by applicable Law. New Mylan shall cause the corresponding New Mylan Transferee Pension Plans to accept the Pension Transfer Amounts. Except as otherwise provided in Section 8.4(b)(ii), to the extent an Abbott Transferor Pension Plan is not required to be funded by applicable Law and is not voluntarily funded as of the Closing, there shall be no transfer of assets by the Abbott Transferor Pension Plan or by Abbott or its Continuing Affiliates. Actuarial determinations shall be made in accordance with Section 8.4(g) below. (d) As of the “Closing Date, Abbott shall cause the Transferred Employees to cease further accrual of benefits under the pension plans sponsored by Abbott and its Continuing Affiliates. (e) The Pension Transfer Amount”), and Purchaser shall cause a Purchaser Employee if any, from each Abbott Transferor Pension Plan to accept such assets. Seller shall select the kind of assets to be transferred if there are alternate forms of assets that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For purposes of this Section 7.1(d)(ii), the amount to be transferred shall be equitably adjusted to take into account benefit payments made from the Transferred Employee Plans Abbott Transferor Pension Plan to the applicable Abbott Transferred Pension Plan Employees after the Closing Date or Deferred Closing Date, as applicable, but prior to the date of transfer by Seller or its Affiliates (“Interim Pension Payments”)and for any earnings and losses on such amount during such period. The Interim Pension Payments Transfer Amount, if any, shall be reasonably determined by pursuant to Section 8.4(g) below. (f) At the times of the transfers of the Pension Transfer Amounts, New Mylan and the New Mylan Transferee Pension Plans shall assume all Liabilities for all accrued benefits, including all disability, part-time and other ancillary benefits, under the corresponding Abbott Transferor Pension Plans in respect of the Abbott Transferred Pension Plan Employees whose benefits are transferred, and Abbott and the Continuing Affiliates and the corresponding Abbott Transferor Pension Plans shall be relieved of all Liabilities to provide benefits under the Abbott Transferor Pension Plans to the Abbott Transferred Pension Plan Employees whose benefits are transferred. From and after the date of such applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of the Pension Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, from and after the Closing), New Mylan agrees to indemnify and hold harmless Abbott and its Continuing Affiliates and its and their officers, directors, employees, and agents from and against any and all costs, damages, losses, expenses, or other Liabilities arising out of or related to the Abbott Transferred Pension Plan Employees whose benefits under the Abbott Transferor Pension Plans are transferred to the New Mylan Transferee Pension Plans, or the transfer of benefits, assets and Liabilities pursuant to this Section 7.1(d)(ii8.4, or the cessation of participation in the Abbott Transferor Pension Plans in connection therewith. (g) For purposes of this Section 8.4, actuarial determinations shall be effected based upon the actuarial assumptions and methodologies used in preparing the most recent audited financial statements of Abbott as soon as practicable after of the Closing date of the determination. The applicable plan sponsor of the Abbott Transferor Pension Plans shall cause the plan actuary or administrator to provide a Deferred Closing, as applicable, but in any event report of its determination of such amount within one ninety (190) year after days of the Closing Date or and any back-up information reasonably required by New Mylan to confirm the accuracy of such determination. If New Mylan disputes the accuracy of the calculation, New Mylan and Abbott shall cooperate to identify the basis for such disagreement and act in good faith to resolve such dispute. To the extent that a Deferred Closing Date, as applicable, or, if laterdispute is unresolved after a forty-five (45) day period following identification of such dispute, the earliest date that is administratively practicable as reasonably determined calculations shall be verified by Seller; providedan independent third party benefits consulting firm selected by the mutual agreement of Abbott and New Mylan. The decision of such consulting firm shall be final, however, that in no event binding and conclusive on Abbott and New Mylan. New Mylan and Abbott shall share equally the costs of such transfer take place until the receipt of any approval required by any Government Entityconsulting firm.

Defined Benefit Pension Plans. (i) Purchaser Neither Buyer nor its subsidiaries or affiliates shall assume and be responsible in respect of each Transferred Employee who participated in a plan that is a “defined benefit pension plan” within the meaning of FAS87 as listed on Section 7.1(d)(i) become sponsoring employers of the Seller Disclosure Schedule for the Liabilities in relation to that plan (each such plan, a “Transferred Employee Plan” and each such Transferred Employee, a “BFG Pension Plan Employee”for Salaried Employees ("SELLER'S SALARIED PENSION Plan") on or the BFG Pension Plan for Wage Employees ("SELLER'S WAGE PENSION PLAN") (collectively, "SELLER'S U.S. PENSION PLANS"). Members of the Stock Group who are participating employers under the Seller's U.S. Pension Plans shall cease to be participating employers under such plans as of the Closing Date or a Deferred Closing Date, as applicable. Seller Former PM Employees who are participants in such plans shall retain be entitled to the payment of benefits under such plans solely in accordance with their terms and be responsible for the Liabilities in respect of each Transferred Employee under every other plan that is a “defined benefit pension plan” within the meaning of FAS87 and is not listed on this Section 7.1(d)(i) of the Seller Disclosure Schedule9.2(e). (ii) To the extent provided in Section 7.1(d)(ii) As of the Seller Disclosure ScheduleClosing Date, Seller shall effect have caused all Former PM Employees to become fully vested in their accrued benefits under Seller's U.S. Pension Plans. (iii) As of the Closing, Seller shall have amended Seller's Salaried Pension Plan to provide that the accrued benefit of each Former PM Employee shall be increased at a transfer rate of assets 4% per annum, compounded annually, from the Transferred Employee Plans in respect Closing Date until the earlier of (I) the third anniversary of the Liability for each Pension Plan Closing Date, (II) the termination of employment of such Former PM Employee in such amounts as shall be reasonably determined with the Business or portion thereof (it being understood that a termination does not occur by Seller’s actuary and in accordance with Section 7.1(d)(ii) reason of a sale by Buyer or its affiliates of all or a portion of the Seller Disclosure Schedule (or such greater amounts as may be required by applicable Law) (the “Transfer Amount”Business), and Purchaser shall cause a Purchaser or (III) the date that such Former PM Employee Plan to accept such assetscommences payment of his benefits under Seller's Salaried Pension Plan. Seller shall select the kind of assets amend Seller's Salaried Pension Plan to be transferred if there are alternate forms of assets provide that may be transferred under local Law or existing Contract, provided that such form is reasonably acceptable to Purchaser Former PM Employees shall have their employment with Buyer and permitted under the Contract or rules governing the relevant Purchaser Employee Plan. For its affiliates credited for purposes of this Section 7.1(d)(ii)determining eligibility for an Early Retirement Pension, supplemental, survivor and similar benefits. In addition, such amendment shall provide that if the amount Business is sold to be transferred a Qualified Salaried Plan Successor of Buyer, Former PM Employees shall be adjusted cease to take into account benefit payments made from have their employment with Buyer and its affiliates credited for purposes of determining eligibility for an Early Retirement Pension, supplemental, survivor and similar benefits; and Former PM Employees shall have their employment with the Transferred Employee Plans to the applicable Qualified Salaried Plan Successor and its affiliates credited for purposes of determining eligibility for an Early Retirement Pension, supplemental, survivor and similar benefits under Seller's Salaried Pension Plan Employees after the Closing Date or Deferred Closing DatePlan, as applicable, but prior long as the Qualified Salaried Plan Successor continues to own and operate the date of transfer by Seller or its Affiliates (“Interim Pension Payments”). The Interim Pension Payments shall be reasonably determined by the applicable plan’s administrator in accordance with actuarial advice and administrative practice. Any transfer of assets pursuant to this Section 7.1(d)(ii) shall be effected as soon as practicable after the Closing or a Deferred Closing, as applicable, but in any event within one (1) year after the Closing Date or a Deferred Closing Date, as applicable, or, if later, the earliest date that is administratively practicable as reasonably determined by Seller; provided, however, that in no event shall such transfer take place until the receipt of any approval required by any Government EntityBusiness.