Splitting Plans Clause Samples

Splitting Plans. By no later than the Distribution Effective Time or as soon as practicable thereafter, the Parties shall cause all Liabilities and any Assets as of the Distribution Date under each (i) Company Splitting Non-U.S. DB Plan relating to any SpinCo Participant in such plan to be transferred to a SpinCo Group Member, and the SpinCo Group shall assume and retain sole responsibility for all such Liabilities as of and following the Distribution Effective Time and (ii) SpinCo Splitting Non-U.S. DB Plan relating to any Company Participant in such plan to be transferred to a Company Group Member, and the Company Group shall assume and retain sole responsibility for all such Liabilities as of and following the Distribution Effective Time. With respect to the transfer of Assets under Benefit Plans pursuant to the preceding sentence, the Parties shall adhere to any applicable rules related to the division of plan assets in plan splits or spin-offs under the Laws of the jurisdiction to which such Benefit Plan is subject; provided that, if no such rules are applicable, Assets will be divided based on how they are allocated among individual participants in the plan; provided further that, if plan Assets are not allocated on an individual-by-individual basis, plan Assets will be divided in proportion to the accounting projected benefit obligation to be retained or assumed by the plan, as applicable. To the extent necessary to effect the foregoing, the Company shall cause a Company Group Member, and SpinCo shall cause a SpinCo Group Member, to establish and sponsor or contribute to new defined benefit retirement plans with reasonably comparable terms and conditions to each SpinCo Splitting Non-U.S. DB Plan and each Company Splitting Non-U.S. DB Plan, respectively. Each SpinCo Participant in a Company Splitting Non-U.S. DB Plan shall be given full credit for such SpinCo Participant’s service with any member of the Group prior to the Distribution Date for purposes of benefit accruals under the corresponding SpinCo Plan to which the Liabilities under the Company Splitting Non-U.S. DB Plan related to such SpinCo Participant were transferred. Each Company Participant in a SpinCo Splitting Non-U.S. DB Plan shall be given full credit for such Company Participant’s service with any member of the Group prior to the Distribution Date for purposes of benefit accruals under the corresponding Company Plan to which the Liabilities under the Splitting SpinCo Non-U.S. DB Plan related to such ...