Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (a) Effective as of no later than the Closing (or as soon as reasonably practicable thereafter), the Purchased Entity shall establish or designate defined contribution plans (collectively, the “Purchased Entity DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the Seller Benefit Plans that are defined contribution plans (other than any Purchased Entity Benefit Plans or any non-qualified deferred compensation plans) immediately prior to the Closing (collectively, the “Seller DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Participants.” The DC Participants shall be given credit under the respective Purchased Entity DC Plan to the extent service was recognized under the corresponding Seller DC Plan. (b) Where required by applicable Law or commercially reasonably to do so with respect to a Seller DC Plan, Seller shall cause the transfer under each such Seller DC Plan to the corresponding Purchased Entity DC Plan of (i) cash, cash equivalents or other property equal to the actual account balances of the DC Participants under each such Seller DC Plan as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Seller DC Plan in order to obtain approval of such transfer, and (ii) any notes corresponding to loans of the DC Participants (collectively, the “DC Transfer Amounts”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. The Purchased Entity shall cause the DC Transfer Amounts to be accepted by such plans. To the extent a Seller DC Plan is not required to be funded by applicable Law or Seller does not control the assets or funding vehicle, there shall be no transfer of assets from the Seller DC Plan or Seller or its Affiliates. (c) To the extent applicable, the DC Transfer Amounts to be transferred, if any, from the respective Seller DC Plans shall be equitably adjusted to take into account benefit payments made from the respective Seller DC Plans to the DC Participants after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period and for any costs or charges associated with such payments. The transfer of the DC Transfer Amount, if any, shall take place within sixty (60) days after the date of Closing. (d) At the times of the transfers of the DC 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 or Seller does not control the assets or funding vehicle, at the Closing), the Purchased Entity and the Purchased Entity DC Plans shall assume all Liabilities with respect to or relating to DC Participants under the applicable Seller DC Plan, which shall be Assumed Liabilities, and Seller and its Affiliates and the Seller DC Plans shall be relieved of all such Liabilities.

Defined Contribution Plans. (a) Effective as of no later than the Closing (or as As soon as reasonably practicable thereafterafter the Closing, with respect to each Transferred Employee who is a participant in a Plan that is a tax- qualified defined contribution plan (each, a “Seller DC Plan”), the Purchased Entity shall establish or designate defined contribution plans (collectively, the “Purchased Entity DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the Seller Benefit Plans that are defined contribution plans (other than any Purchased Entity Benefit Plans or any non-qualified deferred compensation plans) immediately prior to the Closing (collectively, the “Seller DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Participants.” The DC Participants shall be given credit under the respective Purchased Entity DC Plan to the extent service was recognized under the corresponding Seller DC Plan. (b) Where required by applicable Law or commercially reasonably to do so with respect to a Seller DC Plan, Seller shall cause the transfer under plan administrator of each such Seller DC Plan to the corresponding Purchased Entity DC Plan of (i) cash, cash equivalents or other property equal to the actual account balances of the DC Participants under provide each such Seller DC Plan as of Transferred Employee with the Closing or such greater amount as is required by right (but not the applicable regulatory authority having jurisdiction over the Seller DC Plan in order obligation) to obtain approval receive a distribution of such transfer, and (ii) any notes corresponding to loans of the DC Participants (collectively, the “DC Transfer Amounts”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. The Purchased Entity shall cause the DC Transfer Amounts to be accepted by such plans. To the extent a Seller DC Plan is not required to be funded by applicable Law or Seller does not control the assets or funding vehicle, there shall be no transfer of assets from the Seller DC Plan or Seller or its Affiliates. (c) To the extent applicable, the DC Transfer Amounts to be transferred, if any, from the respective Seller DC Plans shall be equitably adjusted to take into account benefit payments made from the respective Seller DC Plans to the DC Participants after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period and for any costs or charges associated with such payments. The transfer of the DC Transfer Amount, if any, shall take place within sixty (60) days after the date of Closing. (d) At the times of the transfers of the DC 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 or Seller does not control the assets or funding vehicle, at the Closing), the Purchased Entity and the Purchased Entity DC Plans shall assume all Liabilities with respect to or relating to DC Participants Transferred Employee’s interest under the applicable Seller DC Plan, which shall be Assumed Liabilities, Plan and the option to elect to roll over such Transferred Employee’s interest in such Seller DC Plan (including any outstanding loan balances and any promissory notes in respect thereof) to a defined contribution plan established or maintained by the Purchaser or one of its Affiliates (each, a “Purchaser DC Plan”) intended to be qualified under Section 401(a) of the Code. Effective as of the Closing Date, (i) the Seller shall, or shall cause its Affiliates to, cause the Transferred Employees to cease participation under the Seller’s DC Plan and (ii) the Purchaser shall, or shall cause its Affiliates to, cause the Transferred Employees to be eligible to participate in the Purchaser’s DC Plan. The Purchaser shall take, or shall cause one of its Affiliates to take, all such action as may be necessary or appropriate (including amending the Purchaser DC Plans, if necessary) to permit any Transferred Employees who have timely made an election to roll over their interest in cash together with any loans in the applicable Seller DC Plans to a Purchaser DC Plan. The Purchaser shall cooperate, or cause one of its Affiliates to cooperate, with the Seller in providing information to the Transferred Employees regarding rollovers of their interests from the applicable Seller DC Plans to a Purchaser DC Plan. The Seller shall fully vest all Transferred Employees in their account balances under the Seller DC Plans shall be relieved Plan, effective as of all such Liabilitiesthe Closing.

Defined Contribution Plans. (a) Effective as of no later than the Closing Closing, New Mylan shall, with respect to any Transferred Employee whose defined contribution obligation in one or more of the defined contribution 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 as soon as reasonably practicable thereaftercollectively, the “Abbott Transferor DC Plans”), the Purchased Entity shall establish or designate defined contribution plans (collectively, the “Purchased Entity New Mylan Transferee DC Plans”) for the benefit of the such Transferred Employees. The Transferred Employees who participated whose defined contribution obligation in one or more of the Seller Benefit Plans that are defined contribution plans (other than any Purchased Entity Benefit Plans maintained by Abbott or any non-qualified deferred compensation plans) immediately prior its Continuing Affiliates is required to the Closing (collectively, the “Seller DC Plans”). Such Transferred Employees be assumed or retained by an Acquired Company or an Acquired Company Subsidiary are referred to hereinafter as the “Abbott Transferred DC Participants.” Employees”. The Abbott Transferred DC Participants Employees shall be given credit under the respective Purchased Entity New Mylan Transferee DC Plan to 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 extent service was recognized amount of any benefits or benefit accruals under the corresponding Seller each respective New Mylan Transferee DC Plan. (b) Where required by applicable Law or commercially reasonably to do so with With respect to a Seller an Abbott Transferor DC Plan, Seller Abbott shall cause the transfer under each such Seller Abbott Transferor DC Plan to the corresponding Purchased Entity New Mylan Transferee DC Plan of (i) cash, cash or cash equivalents or other property equal to the actual account balances of the Abbott Transferred DC Participants Employees under each such Seller Abbott Transferor DC Plan or contracts, agreements or policies with or assets held by an external provider as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Seller Abbott Transferor DC Plan in order to obtain approval of such transfer, and transfer (ii) any notes corresponding to loans of the DC Participants (collectively, the “DC Transfer AmountsAmount”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. The Purchased Entity New Mylan shall cause the DC Transfer Amounts to be accepted by such plans. To the extent a Seller an Abbott Transferor DC Plan is not required to be funded by applicable Law or Seller does and is not control voluntarily funded as of the assets or funding vehicleClosing, there shall be no transfer of assets from the Seller DC Plan or Seller or its Affiliatesassets. (c) To the extent applicable, the The DC Transfer Amounts Amount to be transferred, if any, from the respective Seller DC Plans ▇▇▇▇▇▇ ▇▇ Plan shall be equitably adjusted to take into account benefit payments made from the respective Seller Abbott Transferor DC Plans Plan to the Abbott Transferred DC Participants Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period and for any costs or charges associated with such paymentsperiod. The transfer of the DC Transfer Amount, if any, shall take place within sixty ninety (6090) days after the date of ClosingClosing Date. (d) At the times of the transfers of the DC 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 or Seller does and is not control the assets or funding vehicle, voluntarily funded at the Closing), the Purchased Entity New Mylan and the Purchased Entity New Mylan Transferee DC Plans shall assume all Liabilities with respect to or relating to DC Participants under the applicable Seller corresponding Abbott Transferor DC Plan, which shall be Assumed LiabilitiesPlan in respect of the Abbott Transferred DC Employees whose benefits are transferred, and Seller Abbott and its Continuing Affiliates and the Seller corresponding Abbott Transferor DC Plans shall be relieved of all Liabilities to provide benefits under the Abbott Transferor DC Plans to the Abbott Transferred DC Employees whose benefits are transferred. From and after the date of such Liabilitiesapplicable transfer of the DC 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, as of 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 DC Employees whose benefits under the Abbott Transferor DC Plans are transferred to the New Mylan Transferee DC Plans, or the transfer of benefits, assets and Liabilities pursuant to this Section 8.5, or the cessation of participation in the Abbott Transferor DC Plans in connection therewith.

Defined Contribution Plans. (a) Effective as of no later than the Closing (or as soon as reasonably practicable thereafter)Closing, the Purchased Entity Purchaser shall establish create or designate one or more defined contribution pension plans (collectively, the “Purchased Entity Purchaser DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the Seller Benefit Plans that are defined contribution plans (other than any Purchased Entity Benefit Plans pension plan maintained by Seller or any non-its Affiliates that is intended to be qualified deferred compensation plansunder Code Section 401(a) immediately prior to the Closing (collectively, the “Seller DC PlansPlan”). Such Transferred Employees are referred to hereinafter as the “DC ParticipantsEmployees.” The DC Participants Employees shall be given credit under the respective Purchased Entity Purchaser DC Plan to for all service with and compensation from Seller or its Affiliates as if it were service with and compensation from Purchaser for purposes of determining eligibility, vesting and the extent service was recognized amount of any benefits or benefit accruals under the corresponding Seller each respective Purchaser DC Plan. (b) Where required by applicable Law or commercially reasonably to do so with respect to a Seller DC PlanEffective as of the Closing, Seller shall cause assets in the transfer form of cash, cash equivalents, marketable securities or participant plan loan obligations equal to the value of the accounts of the DC Employees under the Seller DC Plan and the employer matching contributions earned through the Closing Date by each such Transferred Employee who participated in the Seller DC Plan to be transferred to the corresponding Purchased Entity Purchaser DC Plan of (ithat is intended to be qualified under Code Section 401(a) cash, cash equivalents or other property equal to the actual account balances of the DC Participants under each such Seller DC Plan as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Seller DC Plan in order to obtain approval of such transfer, and (ii) any notes corresponding to loans of the DC Participants (collectively, the “DC Transfer Amounts”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. The Purchased Entity Purchaser shall cause the DC Transfer Amounts such transferred assets and accounts to be accepted by such plansplans (the “Plan Account Transfer”). To the extent a Seller DC Plan is not required . (c) The amount to be funded by applicable Law or Seller does not control the assets or funding vehicle, there shall be no transfer of assets transferred from the Seller DC Plan or Seller or its Affiliates. (c) To the extent applicable, the DC Transfer Amounts to be transferred, if any, from the respective Seller DC Plans shall be equitably adjusted to take into account benefit payments made from the respective Seller DC Plans Plan to the DC Participants Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period and for any costs or charges associated with such paymentsperiod. The transfer of the DC Transfer AmountPlan Account Transfer, if any, shall take place within sixty one hundred and eighty (60180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code, or an opinion of Purchaser’s counsel, satisfactory to Seller’s counsel, that each Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A in connection with the transfers. (d) At the times time of the transfers of the DC Plan Account 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 or Seller does not control the assets or funding vehicleassets, at the Closing), the Purchased Entity Purchaser and the Purchased Entity Purchaser DC Plans shall assume all Liabilities with respect to or relating to DC Participants Transferred Employees under the applicable Seller DC Plan, which shall be Assumed Liabilities, Plan and Seller and its Affiliates and the Seller DC Plans Plan shall be relieved of all such LiabilitiesLiabilities under the Seller DC Plan with respect to the Transferred Employees.

Defined Contribution Plans. (a) Effective as of no later than the Closing Closing, New Mylan shall, with respect to any Transferred Employee whose defined contribution obligation in one or more of the defined contribution plans maintained by ▇▇▇▇▇▇ 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 as soon as reasonably practicable thereaftercollectively, the “▇▇▇▇▇▇ Transferor DC Plans”), the Purchased Entity shall establish or designate defined contribution plans (collectively, the “Purchased Entity New Mylan Transferee DC Plans”) for the benefit of the such Transferred Employees. The Transferred Employees who participated whose defined contribution obligation in one or more of the Seller Benefit Plans that are defined contribution plans (other than any Purchased Entity Benefit Plans maintained by ▇▇▇▇▇▇ or any non-qualified deferred compensation plans) immediately prior its Continuing Affiliates is required to the Closing (collectively, the “Seller DC Plans”). Such Transferred Employees be assumed or retained by an Acquired Company or an Acquired Company Subsidiary are referred to hereinafter as the “▇▇▇▇▇▇ Transferred DC Participants.” Employees”. The ▇▇▇▇▇▇ Transferred DC Participants Employees shall be given credit under the respective Purchased Entity New Mylan Transferee DC Plan to for all service with and compensation from ▇▇▇▇▇▇ or its Affiliates as if it were service with and compensation from New Mylan for purposes of determining eligibility, vesting and the extent service was recognized amount of any benefits or benefit accruals under the corresponding Seller each respective New Mylan Transferee DC Plan. (b) Where required by applicable Law or commercially reasonably to do so with With respect to a Seller an ▇▇▇▇▇▇ Transferor DC Plan, Seller ▇▇▇▇▇▇ shall cause the transfer under each such Seller ▇▇▇▇▇▇ Transferor DC Plan to the corresponding Purchased Entity New Mylan Transferee DC Plan of (i) cash, cash or cash equivalents or other property equal to the actual account balances of the ▇▇▇▇▇▇ Transferred DC Participants Employees under each such Seller ▇▇▇▇▇▇ Transferor DC Plan or contracts, agreements or policies with or assets held by an external provider as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Seller ▇▇▇▇▇▇ Transferor DC Plan in order to obtain approval of such transfer, and transfer (ii) any notes corresponding to loans of the DC Participants (collectively, the “DC Transfer AmountsAmount”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. The Purchased Entity New Mylan shall cause the DC Transfer Amounts to be accepted by such plans. To the extent a Seller an ▇▇▇▇▇▇ Transferor DC Plan is not required to be funded by applicable Law or Seller does and is not control voluntarily funded as of the assets or funding vehicleClosing, there shall be no transfer of assets from the Seller DC Plan or Seller or its Affiliatesassets. (c) To the extent applicable, the The DC Transfer Amounts Amount to be transferred, if any, from the respective Seller DC Plans ▇▇▇▇▇▇ ▇▇ Plan shall be equitably adjusted to take into account benefit payments made from the respective Seller ▇▇▇▇▇▇ Transferor DC Plans Plan to the ▇▇▇▇▇▇ Transferred DC Participants Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period and for any costs or charges associated with such paymentsperiod. The transfer of the DC Transfer Amount, if any, shall take place within sixty ninety (6090) days after the date of ClosingClosing Date. (d) At the times of the transfers of the DC 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 or Seller does and is not control the assets or funding vehicle, voluntarily funded at the Closing), the Purchased Entity New Mylan and the Purchased Entity New Mylan Transferee DC Plans shall assume all Liabilities with respect to or relating to DC Participants under the applicable Seller corresponding ▇▇▇▇▇▇ Transferor DC Plan, which shall be Assumed LiabilitiesPlan in respect of the ▇▇▇▇▇▇ Transferred DC Employees whose benefits are transferred, and Seller ▇▇▇▇▇▇ and its Continuing Affiliates and the Seller corresponding ▇▇▇▇▇▇ Transferor DC Plans shall be relieved of all Liabilities to provide benefits under the ▇▇▇▇▇▇ Transferor DC Plans to the ▇▇▇▇▇▇ Transferred DC Employees whose benefits are transferred. From and after the date of such Liabilitiesapplicable transfer of the DC 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, as of the Closing), New Mylan agrees to indemnify and hold harmless ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ Transferred DC Employees whose benefits under the ▇▇▇▇▇▇ Transferor DC Plans are transferred to the New Mylan Transferee DC Plans, or the transfer of benefits, assets and Liabilities pursuant to this Section 8.5, or the cessation of participation in the ▇▇▇▇▇▇ Transferor DC Plans in connection therewith.

Defined Contribution Plans. (a) Effective as of no later than the Closing (or as soon as reasonably practicable thereafter)Closing, the Purchased Entity Purchasers shall establish or designate defined contribution plans pension Plans (collectively, the “Purchased Entity Purchaser DC Plans”) for the benefit of the Transferred Business Employees who participated in one or more of the Seller Benefit defined contribution pension Plans maintained by Sellers or their respective Affiliates in the United States that are defined contribution plans (other than any Purchased Entity Benefit Plans or any non-intended to be qualified deferred compensation plansunder Code Section 401(a) immediately prior to the Closing (collectively, the “Seller DC Plans”). Such Transferred Business Employees are referred to hereinafter as the “DC Participants.” The DC Participants shall be given credit under the respective Purchased Entity DC Plan to the extent service was recognized under the corresponding Seller DC Plan. (b) Where required by applicable Law or commercially reasonably to do so with respect to a Seller DC Plan, Seller Employees”. Sellers shall cause the transfer under each such Seller DC Plan to the corresponding Purchased Entity DC Plan of (i) cash, cash equivalents or other property equal to the actual account balances of the DC Participants under each such Seller DC Plan as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Seller DC Plan in order to obtain approval of such transfer, and (ii) any notes corresponding to loans of the DC Participants (collectively, the “DC Transfer Amounts”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. The Purchased Entity shall cause the DC Transfer Amounts to be accepted by such plans. To the extent a Seller DC Plan is not required to be funded by applicable Law or Seller does not control the assets or funding vehicle, there shall be no transfer of assets from the Seller DC Plan or Seller or its Affiliates. (c) To the extent applicable, the DC Transfer Amounts to be transferred, if any, from the respective Seller DC Plans shall be equitably adjusted to take into account benefit payments made from the respective Seller DC Plans to fully vest the account balances of all DC Participants after Employees. Each Purchaser DC Plan shall provide for the Closing but prior to the date receipt from DC Employees of transfer and for any earnings and losses on “eligible rollover distributions” (as such amount during such period and for any costs or charges associated with such payments. The transfer term is defined under Section 402 of the DC Transfer Amount, if any, shall take place within sixty (60Code) days after the date of Closing. (d) At the times of the transfers of the DC 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 or Seller does not control the assets or funding vehicle, at the Closing), the Purchased Entity in cash and the Purchased Entity DC Plans shall assume all Liabilities with respect to or relating promissory notes evidencing outstanding loans to DC Participants under the applicable Seller DC PlanEmployees, which shall be Assumed Liabilitiestransferred in-kind. Purchaser agrees to take all actions necessary to cause the Purchaser DC Plans to accept such eligible rollover distributions. As soon as practicable following the Closing Date, Purchasers shall provide Sellers, and Seller and its Affiliates Sellers shall provide Purchasers, a favorable determination letter from the Internal Revenue Service stating that the Purchaser DC Plans in the case of the Purchasers, and the Seller DC Plans in the case of the Sellers, are qualified under Code Section 401(a). Each DC Employee shall be relieved given the opportunity to receive a distribution of all his or her account balance under any Seller DC Plan and shall be given the opportunity to elect to “roll over” such Liabilitiesaccount balance, including outstanding Plan loan obligations in-kind, to a Purchaser DC Plan, subject to and in accordance with the provisions of such plan(s) and applicable Law, provided that such “rollover” of outstanding Plan loan obligations shall occur as soon as administratively practicable, but it no event later than ninety (90) days following the Closing. Purchasers and Sellers shall work together in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who elect to rollover their account balances and outstanding Plan loan obligations directly into a Purchaser DC Plan.

Defined Contribution Plans. (a) Effective as of no later than Prior to the Closing (Date or as soon as reasonably practicable thereafter), the Purchased Entity Partnership shall establish or designate a defined contribution plans plan (collectively, the “Purchased Entity "New DC Plans”Plan") for the benefit of the Transferred Employees who participated in one or more of the Seller Benefit Plans that are defined contribution plans (other than any Purchased Entity Benefit Plans or any non-qualified deferred compensation plans) immediately prior to the Closing (collectively, the “Seller DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Participants.” The DC Participants shall be given credit covered under the respective Purchased Entity DC ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ 401(k) Savings Plan to (the extent service was recognized under the corresponding "Seller DC Plan. (b") Where and the Partnership and Seller shall make any and all filings and submissions to the appropriate governmental agencies required by applicable Law or commercially reasonably to do so be made in connection with the transfer of assets described below. Prior to any such transfer, each of Seller and the Partnership shall certify to the other that its respective Plan is qualified under Section 401(a) of the Code and shall indemnify the other with respect to a Seller DC Planany and all liabilities which arise from the failure of its Plan to be so qualified. As soon as practicable after the applicable Employee Transfer Date, Seller shall cause the transfer under each such trustee of the Seller DC Plan to the corresponding Purchased Entity DC Plan of (i) cash, cash equivalents or other property transfer assets equal to the actual full account balances, including outstanding loan balances, of the Transferred Employees (which account balances will have been credited with earnings or losses attributable through the date of transfer) to the appropriate trustee as designated by the Partnership under the trust agreement forming a part of the New DC Participants under each such Plan. Assets shall be transferred in cash except for plan loans which shall be transferred in kind. With respect to notes evidencing plan loans, the Seller DC Plan will assign such notes to the New DC Plan. In consideration for the transfer of assets described herein, the Partnership shall, effective as of the Closing or such greater amount as is required by date of transfer described herein, cause the applicable regulatory authority having jurisdiction over New DC Plan to assume all of the obligations of the Seller DC Plan in order to obtain approval respect of such transferthe account balances accumulated by the Transferred Employees under the Seller DC Plan, and (ii) any notes corresponding to loans of the DC Participants (collectively, the “DC Transfer Amounts”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply all qualifying service taken into account under applicable Law. The Purchased Entity shall cause the DC Transfer Amounts to be accepted by such plans. To the extent a Seller DC Plan is not required to be funded by applicable Law or Seller does not control the assets or funding vehicle, there shall be no transfer of assets from the Seller DC Plan or Seller or its Affiliates. (c) To the extent applicable, the DC Transfer Amounts to be transferred, if any, from the respective Seller DC Plans shall be equitably adjusted to take into account benefit payments made from the respective Seller DC Plans to the DC Participants after the Closing but for eligibility and vesting purposes prior to the date of transfer Employee Transfer Date shall be taken into account for such purposes under the New DC Plan. Seller and for Buyer agree to use their best efforts to effect the asset transfers contemplated by this Paragraph as promptly as possible in order to minimize any earnings and losses adverse impact such transfers may have on such amount during such period and for any costs or charges associated with such payments. The transfer the administration of the DC Transfer Amount, if any, shall take place within sixty (60) days after Plans or on the date of ClosingTransferred Employees during the transition period. (d) At the times of the transfers of the DC 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 or Seller does not control the assets or funding vehicle, at the Closing), the Purchased Entity and the Purchased Entity DC Plans shall assume all Liabilities with respect to or relating to DC Participants under the applicable Seller DC Plan, which shall be Assumed Liabilities, and Seller and its Affiliates and the Seller DC Plans shall be relieved of all such Liabilities.