Common use of Transfer of Liabilities Clause in Contracts

Transfer of Liabilities. (a) As of the Closing Date, Buyer will cause a Buyer Pension Plan to accept the liabilities for benefits under the Seller Pension Plan that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Paragraph A) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, with respect to each Transferred Employee and Other Plan Participant, responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension Plan, and Buyer is not assuming any other liability or obligation that Seller or an ERISA Affiliate of Seller might have or incur with respect to the Seller Pension Plan, including liability (if any) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, and Parent will not permit Seller’s successor to, take any action to fully vest the Business Employees in their accrued benefits under the Seller Pension Plan; provided that any vesting of Business Employees in such accrued benefits in the ordinary course in accordance with the Seller Pension Plan as in effect on the date hereof shall not be deemed a violation of this Paragraph A(1). Buyer will not amend the Buyer Pension Plan, or permit the Buyer Pension Plan to be amended, to eliminate any benefit accrued as of the Closing Date, whether or not vested, with respect to which liabilities are transferred pursuant to this Paragraph A; provided that Buyer may amend the Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of distribution to the extent that such action is consistent with applicable Law, including the regulations under section 411(d)(6) of the Code. Notwithstanding any other provision of this Agreement, Seller will, or Parent will cause Seller’s successor to, cause the Seller Pension Plan to continue to make all benefit payments to Transferred Employees and Other Plan Participants due under the Seller Pension Plan until both the Initial Transfer Amount and the True-Up Amount have been transferred to the Buyer Pension Plan, following which transfer the Buyer Pension Plan shall make all benefit payments to or in respect of Transferred Employees and Other Plan Participants. “

Transfer of Liabilities. (aA) As In accordance with the provisions of this Section 6.2(a), Purchaser shall cause the Closing Date, Buyer will cause a Buyer Purchaser Pension Plan Plans to accept the all liabilities for benefits under the Seller Pension Plan Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Paragraph ASection 6.2(a)) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, with respect to each Transferred Employee and Other Plan Participant, responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension PlanPlans, including all liabilities for "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the Code and Buyer is not assuming any other liability the regulations thereunder) that have accrued under the Seller Pension Plans to or obligation that Seller or an ERISA Affiliate of Seller might have or incur with respect to the Transferred Employees and Other Plan Participants as of the Closing Date. Notwithstanding the foregoing, neither Purchaser nor the Purchaser Pension Plans shall assume such liabilities if Dynegy, Seller Pension Plan, including liability (if any) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, and Parent will not permit Seller’s successor to, take any action to fully vest the Business Employees in their accrued benefits under the Seller Pension Plan; provided that any vesting of Business Employees Plans do not comply in such accrued benefits in the ordinary course in accordance all material respects with the Seller Pension Plan as in effect on the date hereof shall not be deemed a violation provisions of this Paragraph A(1Section 6.2(a)(i) and (iv). Buyer will Purchaser shall not amend the Buyer Purchaser Pension PlanPlans, or permit the Buyer Purchaser Pension Plan Plans to be amended, to eliminate any benefit accrued as of the Closing DateClosing, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this Paragraph subsection (A; provided that Buyer may amend the Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of distribution to the extent that such action is consistent with applicable Law), including the regulations under section any such benefit that is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the CodeCode and regulations thereunder), except to the extent permitted by applicable Law. Neither Dynegy nor Seller shall take any action to accelerate the vesting of Transferred Employees in their benefits (if any) under the Seller Pension Plans. Notwithstanding any other provision of this Agreement, Seller will, or Parent will cause Seller’s successor to, cause the Seller Pension Plan to Plans shall continue to make all benefit payments Benefit Payments to Transferred Employees and Other Plan Participants due under the Seller Pension Plan until both the Initial Transfer Amount and the True-Up Amount have been transferred to the Buyer Purchaser Pension Plan, following which transfer the Buyer Pension Plan shall make all benefit payments to or in respect of Transferred Employees and Other Plan Participants. “Plans.

Transfer of Liabilities. (a) As of the Closing DateEffective Time, Buyer will cause a Buyer Pension Plan to accept the liabilities liability for benefits under the Seller Pension Plan that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Paragraph A) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, become with respect to each Transferred Employee and Other Plan Participant, Participant responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension Plan, and Buyer is not assuming any other liability or obligation that Seller or an ERISA Affiliate of Seller might have or incur with respect to the Seller Pension Plan, including liability (if any) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, and Parent will not permit Seller’s successor to, take any action to fully vest the Business Employees in their accrued benefits under the Seller Pension Plan; provided that any vesting of Business Employees in such accrued benefits in the ordinary course in accordance with the Seller Pension Plan as in effect on the date hereof shall not be deemed a violation of this Paragraph A(1). Buyer will not amend the Buyer Pension Plan, or permit the Buyer Pension Plan to be amended, to eliminate any benefit accrued as of the Closing DateEffective Time, whether or not vested, with respect to which liabilities are transferred pursuant to this Paragraph A; provided that Buyer may amend the Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of distribution to the extent that such action is consistent with applicable Law, including the regulations under section 411(d)(6) of the Code. Notwithstanding any other provision of this Agreement, Seller will, or Parent will cause Seller’s successor to, cause the Seller Pension Plan to will continue to make all benefit payments to Transferred Employees and Other Plan Participants due under the Seller Pension Plan until both the Initial Transfer Amount and the True-Up Amount have been transferred to the Buyer Pension Plan, following which transfer the Buyer Pension Plan shall make all benefit payments to or in respect of Transferred Employees and Other Plan Participants. “

Transfer of Liabilities. (aA) As In accordance with the provisions of this Section 6.2(a), Purchaser shall cause the Closing Date, Buyer will cause a Buyer Purchaser Pension Plan Plans to accept the all liabilities for benefits under the Seller Pension Plan Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Paragraph ASection 6.2(a)) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, with respect to each Transferred Employee and Other Plan Participant, responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension PlanPlans, including all liabilities for "Section 411(d)(6) protected benefits" (as defined by Section 411(d)(6) of the Code and Buyer is not assuming any other liability the regulations thereunder) that have accrued under the Seller Pension Plans to or obligation that Seller or an ERISA Affiliate of Seller might have or incur with respect to the Seller Transferred Employees and Other Plan Participants as of the Closing Date. Notwithstanding the foregoing, neither Purchaser nor the Purchaser Pension Plan, including liability (Plans shall assume such liabilities if any) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, Sellers and Parent will not permit Seller’s successor to, take any action to fully vest the Business Employees in their accrued benefits under the Seller Pension Plan; provided that any vesting of Business Employees Plans do not comply in such accrued benefits in the ordinary course in accordance all material respects with the Seller Pension Plan as in effect on the date hereof shall not be deemed a violation provisions of this Paragraph A(1Section 6.2(a)(iv). Buyer will Purchaser shall not amend the Buyer Purchaser Pension PlanPlans, or permit the Buyer Purchaser Pension Plan Plans to be amended, to eliminate any benefit accrued as of the Closing DateClosing, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this Paragraph subsection (A; provided that Buyer may amend the Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of distribution to the extent that such action is consistent with applicable Law), including the regulations under section any such benefit that is a "Section 411(d)(6) protected benefit" (as defined by Section 411(d)(6) of the CodeCode and the regulations thereunder), except to the extent permitted by applicable Law. Neither Dynegy nor Sellers shall on or prior to the transfer of liabilities, take any action to fully vest Transferred Employees in their benefits (if any) under the Seller Pension Plans. Notwithstanding any other provision of this Agreement, Seller will, or Parent will cause Seller’s successor to, cause the Seller Pension Plan to Plans shall continue to make all benefit payments Benefit Payments to Transferred Employees and Other Plan Participants due under the Seller Pension Plan until both the Initial Transfer Amount and the True-Up Amount have been transferred to the Buyer Purchaser Pension Plan, following which transfer the Buyer Pension Plan shall make all benefit payments to or in respect of Transferred Employees and Other Plan Participants. “Plans.

Transfer of Liabilities. (aA) As In accordance with the provisions of this Section 6.2(a), Purchaser shall cause the Closing Date, Buyer will cause a Buyer Purchaser Pension Plan Plans to accept the all liabilities for benefits under the Seller Pension Plan Plans, whether or not vested, that would have been paid or payable (but for the transfer of assets and liabilities pursuant to this Paragraph ASection 6.2(a)) to or with respect to the Transferred Employees and Other Plan Participants (as defined below), and Buyer will become, with respect to each Transferred Employee and Other Plan Participant, responsible for all benefits due under the Seller Pension Plan. Buyer is assuming only the obligation to provide benefits in the amount determined in accordance with the terms of the Seller Pension PlanPlans, including all liabilities for “Section 411(d)(6) protected benefits” (as defined by Section 411(d)(6) of the Code and Buyer is not assuming any other liability the regulations thereunder) that have accrued under the Seller Pension Plans to or obligation that Seller or an ERISA Affiliate of Seller might have or incur with respect to the Transferred Employees and Other Plan Participants as of the Closing Date. Notwithstanding the foregoing, neither Purchaser nor the Purchaser Pension Plans shall assume such liabilities if Dynegy, Seller Pension Plan, including liability (if any) for breaches of fiduciary duty or other penalty or excise Tax amounts. Seller will not, and Parent will not permit Seller’s successor to, take any action to fully vest the Business Employees in their accrued benefits under the Seller Pension Plan; provided that any vesting of Business Employees Plans do not comply in such accrued benefits in the ordinary course in accordance all material respects with the Seller Pension Plan as in effect on the date hereof shall not be deemed a violation provisions of this Paragraph A(1Section 6.2(a)(i) and (iv). Buyer will Purchaser shall not amend the Buyer Purchaser Pension PlanPlans, or permit the Buyer Purchaser Pension Plan Plans to be amended, to eliminate any benefit accrued as of the Closing DateClosing, whether or not vested, with respect to which liabilities are transferred pursuant to the foregoing provisions of this Paragraph subsection (A; provided that Buyer may amend the Buyer Pension Plan or permit the Buyer Pension Plan to be amended to eliminate an optional form of distribution to the extent that such action is consistent with applicable Law), including the regulations under section any such benefit that is a “Section 411(d)(6) protected benefit” (as defined by Section 411(d)(6) of the CodeCode and regulations thereunder), except to the extent permitted by applicable Law. Neither Dynegy nor Seller shall take any action to accelerate the vesting of Transferred Employees in their benefits (if any) under the Seller Pension Plans. Notwithstanding any other provision of this Agreement, Seller will, or Parent will cause Seller’s successor to, cause the Seller Pension Plan to Plans shall continue to make all benefit payments Benefit Payments to Transferred Employees and Other Plan Participants due under the Seller Pension Plan until both the Initial Transfer Amount and the True-Up Amount have been transferred to the Buyer Purchaser Pension Plan, following which transfer the Buyer Pension Plan shall make all benefit payments to or in respect of Transferred Employees and Other Plan Participants. “Plans.