Common use of Relevant Transfer Deduction Clause in Contracts

Relevant Transfer Deduction. The BHGE Entities agree to use their best endeavors to ensure that a relevant transfer deduction (as defined in the UK Occupational Pension Schemes (Employer Debt) Regulations 2005, SI 2005/678) is secured in respect of the Transferred Liabilities and GE UK Pension Plan Transfer Value Amount, including but not limited to giving such notice to the trustees of the GE UK Pension Plan for the purposes of those Regulations as GE may request. 2.8 GE Indemnity. GE will indemnify, defend and hold harmless the BHGE Indemnitees from any and all claims, demands, suits, Losses, Liabilities, penalties, actions and damages suffered, paid or incurred by such BHGE Indemnitees: (a) for a BHGE Entity to pay a debt arising under section 75 or section 75A of the Pensions ▇▇▇ ▇▇▇▇ in relation to the GE UK Pension Plan or the Alstom Pension Plan, net of any corporation or other tax relief obtained by the relevant BHGE Indemnitee in relation to the Liability giving rise to the indemnity, if and to the extent that such debt did not arise as a result of either (i) any BHGE Entity causing its participation in the GE UK Pension Plan or the Alstom Pension Plan, as applicable, to cease prior to other entities which are participating in that plan, except where such cessation of participation is in accordance with this Agreement, or (ii) a breach by BHGE of its obligations under this Article II; (b) for a BHGE Entity to pay any exit fee in accordance with Article 2.4 of the Dutch Pension Plan or any other Liability in respect of such arrangement, net of any corporation or other tax relief obtained by the relevant BHGE Indemnitee in relation to the Liability giving rise to the indemnity, if and to the extent that such exit fee did not arise as a result of either any BHGE Entity causing its participation in the Dutch Pension Plan to cease prior to other entities which are participating in that plan, except where such cessation of participation is in accordance with this Agreement; (c) relating to any investigation by the Pensions Regulator (whether formal or informal) in relation to the GE UK Pension Plan or the Alstom Pension Plan, or any Contribution Notice or Financial Support Direction that may be issued (or proposed to be issued) to any BHGE Indemnitee in relation to the GE UK Pension Plan or the Alstom Pension Plan; (d) that may arise from any action taken by any BHGE Indemnitee or the trustees of the BHGE UK Plan to equalize any of the Transferred Liabilities between the sexes in order to comply - 7 - EXECUTION VERSION with applicable law, but excluding any such equalization arising from the calculation of guaranteed minimum pensions; (e) relating to the Alstom Pension Plan not specifically addressed in Section 2.8(a) or (c) above other than any liability of a BHGE Entity to pay contributions to that plan with respect to the period prior to the date the BHGE Entity ceases to participate in that plan; and (f) relating to the GE UK Pension Plan not specifically addressed in Section 2.8(a), (c) or (d) above, other than: (i) if and to the extent that GE complies with its covenants in Section 2.4, the Transferred Liabilities; and (ii) any such claims, demands, suits, Losses, Liabilities, penalties, actions and damages suffered, paid or incurred if and to the extent that they arose as a result of a breach by BHGE of its obligations under this Article II; and (iii) any liability of a BHGE Entity to pay contributions to the GE UK Pension Plan with respect to the period prior to the Exit Date.