Common use of Defined Benefit Plans Clause in Contracts

Defined Benefit Plans. The Seller Entities shall retain all liabilities and obligations arising under or attributable to the Xxxxxxx & Xxxxxxxxx Pension Plan (the "Seller Pension Plan"). Accrued benefits of Transferred Employees shall be fully vested as of the Employee Transfer Date. The Seller Pension Plan shall cease accruals in respect of Transferred Employees as of their Employee Transfer Date. No assets or liabilities shall be transferred to or assumed by the Partnership. Effective as of the Closing Date, the Partnership shall provide coverage under a tax-qualified pension plan (the "New Pension Plan") for all Transferred Employees who participated in the Seller Pension Plan prior to their Employee Transfer Date. Such Transferred Employees' vesting service and eligibility service, as of the applicable Employee Transfer Date, shall constitute vesting service and eligibility service under the New Pension Plan for purposes of determining vesting and eligibility and for such other purposes as such service may be relevant under the terms of the New Pension Plan. Credited service under the Seller Pension Plan as of the Employee Transfer Date shall constitute credited service under the New Pension Plan for purposes of benefit accrual determinations. Service earned under the New Pension Plan after the Employee Transfer Date or employment with the Partnership, if applicable, shall constitute qualifying service or employment under the Seller Pension Plan for purposes of eligibility for early retirement, subsidized early retirement, death and other similar benefits. The accrued benefit of the Transferred Employees payable under the New Pension Plan shall be offset by the normal retirement benefit accrued under the Seller Pension Plan as of the applicable Employee Transfer Date based on credited service and salary history prior to the Employee Transfer Date. The Seller Entities shall provide Buyer with a schedule of the amounts of such accrued benefits and shall provide each Transferred Employee with the amount of his/her accrued benefit as soon as practicable after the applicable Employee Transfer Date. Buyer and Buyer's actuary shall have the right to review all supporting information, work papers and procedures used to prepare such schedule and shall have the right to perform such other procedures as they deem necessary to satisfy themselves of the accuracy thereof. Buyer agrees that to the extent that post-Closing Date information regarding service by the Transferred Employees with the Partnership is reasonably determined by Seller to be necessary for the proper administration of the Seller Pension Plan, Buyer shall provide such information to Seller.

Defined Benefit Plans. The Seller Entities shall retain all liabilities and obligations arising cause each Transferred Employee to become fully vested in his accrued benefit under or attributable to the Xxxxxxx & Xxxxxxxxx Pension Plan any tax-qualified defined benefit pension plan maintained by Seller (the a "Seller Pension Plan"). Accrued benefits of ) in which such Transferred Employees shall be fully vested Employee participates as of the Employee Transfer DateClosing. The Seller will amend each Seller Pension Plan shall cease accruals in respect to provide for the continuing eligibility for early retirement of each Transferred Employees as of their Employee Transfer Date. No assets or liabilities shall be transferred to or assumed by the Partnership. Effective who does not, as of the Closing Date, qualify for an early retirement benefit thereunder, and for this purpose shall treat service with the Partnership Company as service with Seller. If any such Transferred Employee remains employed by the Company until he qualifies for early retirement, then such plans will treat such Transferred Employee as having elected early retirement when he retires from the Company. Such early retirement benefit shall be based solely upon service and compensation earned prior to the Closing. The Company will provide coverage Seller with as much notice as possible of the retirement of any such Transferred Employee. Seller shall calculate the difference between the lump sum benefit payable to such Transferred Employee as an early retiree and the lump sum benefit payable to such Transferred Employee as a deferred vested benefit on the date of retirement from the Company and under a tax-qualified pension plan (the "New provisions of the applicable Seller Pension Plan") for all Transferred Employees who participated , determined in the same manner that such plan calculates lump sum benefits at the time such Transferred Employee shall retire. The Company shall pay Seller Pension Plan prior to their such difference within 60 days of such transferred Employee's retirement. In addition, should the Company institute any reduction in force, early retirement window program or otherwise provide any financial inducement that results in the termination of employment of any Transferred Employee Transfer Date. Such Transferred Employees' vesting service and eligibility servicewho, as of the applicable Employee Transfer DateClosing, shall constitute vesting service and eligibility service under the New Pension Plan qualifies for purposes of determining vesting and eligibility and for such other purposes as such service may be relevant under the terms of the New Pension Plan. Credited service under the Seller Pension Plan as of the Employee Transfer Date shall constitute credited service under the New Pension Plan for purposes of benefit accrual determinations. Service earned under the New Pension Plan after the Employee Transfer Date or employment with the Partnership, if applicable, shall constitute qualifying service or employment under the Seller Pension Plan for purposes of eligibility for an early retirement, subsidized early retirement, death and other similar benefits. The accrued benefit of the Transferred Employees payable under the New Pension Plan shall be offset by the normal retirement benefit accrued under the Seller Pension Plan as of the applicable Employee Transfer Date based on credited service and salary history prior to the Employee Transfer Date. The Seller Entities shall provide Buyer with a schedule of the amounts of such accrued benefits and shall provide each Transferred Employee with the amount of his/her accrued benefit as soon as practicable after the applicable Employee Transfer Date. Buyer and Buyer's actuary shall have the right to review all supporting information, work papers and procedures used to prepare such schedule and shall have the right to perform such other procedures as they deem necessary to satisfy themselves of the accuracy thereof. Buyer agrees that to the extent that post-Closing Date information regarding service by the Transferred Employees with the Partnership is reasonably determined by Seller to be necessary for the proper administration of the Seller Pension Plan, Buyer shall provide cause the Company to promptly pay to Seller an amount equal to the incremental cost of providing such information early retirement benefit. Such cost shall be determined by an enrolled actuary engaged by Seller based on the excess of the present value of such subsidized early retirement benefits for all such Transferred Employees over the present value of the accrued benefits for all such Transferred Employees determined as if such employees had not elected to Sellercommence retirement benefits and using normal actuarial assumptions with respect to projected retirement dates.

Defined Benefit Plans. The Seller Entities shall retain all liabilities and obligations arising under or attributable to the Xxxxxxx & Xxxxxxxxx Pension Plan (the "Seller Pension Plan"). Accrued benefits of Transferred Employees shall be fully vested as of the Employee Transfer Date. The Seller Pension Plan shall cease accruals in respect of Transferred Employees as of their Employee Transfer Date. No assets or liabilities shall be transferred to or assumed by the Partnership. a) Effective as of the Closing Date, Business Employees shall cease to accrue benefits under the Partnership Seller Pension Plan, and, thereafter, the Buyer shall provide coverage under a tax-qualified enroll Acquired Employees in an existing or newly created Buyer pension plan (the "New “Buyer Pension Plan"”). Subject to the consummation of the asset transfer described in Section 10.3 below: (i) for all Transferred Employees who participated in the Seller Pension Plan prior to their Employee Transfer Date. Such Transferred Employees' vesting service and eligibility service, effective as of the applicable Employee Transfer Closing Date, shall constitute vesting service with respect to Acquired Employees and eligibility service under Former Business Employees, the New Buyer Pension Plan shall waive any eligibility requirements for purposes of determining vesting and eligibility and for such other purposes as such service may be relevant under the terms of the New Pension Plan. Credited service participation that were previously satisfied under the Seller Pension Plan as of the Employee Transfer Date shall constitute credited service under the New Pension Plan Plan, and, for purposes of benefit accrual determinations. Service earned under the New Pension Plan after the Employee Transfer Date or employment with the Partnership, if applicableAcquired Employees and Former Business Employees, shall constitute qualifying recognize service or employment that is recognized under the Seller Pension Plan for purposes of eligibility, vesting, service related level of benefits, and eligibility for early retirement, subsidized early retirement, death retirement subsidies; (ii) Buyer agrees to provide accrued benefits to Acquired Employees and other similar benefits. The Former Business Employees under the Buyer Pension Plan that are no less than the accrued benefit benefits of the Transferred Acquired Employees payable and Former Business Employees under the New Pension Plan shall be offset by the normal retirement benefit accrued under the Seller Pension Plan as of the applicable Employee Transfer Closing Date; (iii) accrued benefits of Acquired Employees and Former Business Employees that are vested under Seller Pension Plan as of the Closing Date based shall be nonforfeitable under the Buyer Pension Plan, (iv) Buyer shall, effective as of the Closing Date, assume all of the Liabilities of Seller, its Affiliates and the Seller Pension Plan in respect of benefits accrued by the Acquired Employees and the Former Business Employees under the Seller Pension Plan on credited service and salary history or prior to the Closing Date (the “Pension Liability”) (and, for the avoidance of doubt, cause the Buyer Pension Plan to make payments to any Acquired Employee Transfer Date. The Seller Entities shall provide Buyer with a schedule of the amounts who becomes entitled to receive payment of such accrued benefits on and shall provide each Transferred Employee after the Closing taking into account the provisions of this Section 10.3 regardless of whether assets have yet been transferred), subject to the transfer of assets from the Seller Pension Plan to the Buyer Pension Plan in accordance with the amount provisions of his/her accrued benefit as soon as practicable after the applicable Employee Transfer Date. Buyer Section 10.3 below, and Buyer's actuary shall have the right (v) with respect to review all supporting information, work papers and procedures used to prepare such schedule and shall have the right to perform such other procedures as they deem necessary to satisfy themselves of the accuracy thereof. Buyer agrees that to the extent that post-Closing Date information regarding service by the Transferred Employees with the Partnership is reasonably determined by Seller to be necessary for the proper administration of benefits transferred from the Seller Pension Plan, the Buyer Pension Plan shall recognize the service of Acquired Employees with Buyer for the purpose of determining eligibility for early retirement benefits and calculate benefits based upon the Final Average Compensation of the Acquired Employees as defined in Buyer Pension Plan. Also, for the avoidance of doubt, from the Closing Date through the True-Up Transfer Date, in accordance with the provisions of Section 10.3 below, Seller shall continue to cause the Seller Pension Plan to make benefit payments to any Former Business Employees who is entitled to receive such payments. Nothing in this Agreement shall require Buyer to provide such information coverage to Sellerthe Acquired Employees or the RSI Employees under any benefit formula for Buyer’s defined benefit pension plan for salaried employees in effect prior to the date that the Acquired Employees or the RSI Employees first become eligible for Buyer’s defined benefit pension plan for salaried employees.

Defined Benefit Plans. (a) The Seller Entities shall retain all liabilities and obligations arising under or attributable Sellers offer certain defined benefit plans to its employees (the “Sellers’ Defined Benefit Plans”). Immediately prior to the Xxxxxxx & Xxxxxxxxx Pension Plan Closing, Sellers shall cause each of the Transferred Employees to become fully vested in all of their account balances under the Sellers’ Defined Benefit Plans. As of the Closing Date, the Purchaser or one or more of its Affiliates shall establish one or more defined benefit plans to cover the Transferred Employees or shall include such Transferred Employees in currently established defined benefit plans (the "Seller Pension Plan"collectively, “Purchaser’s Defined Benefit Plans”). Accrued benefits of The Purchaser’s Defined Benefit Plans shall provide the Transferred Employees shall be fully vested as with substantially similar features of the Employee Transfer Date. The Seller Pension Plan shall cease accruals Sellers’ Defined Benefit Plans in respect of Transferred Employees as of their Employee Transfer Date. No assets or liabilities shall be transferred to or assumed by the Partnership. Effective effect as of the Closing Date, including, but not limited to provisions regarding credited service for eligibility and vesting, compensation, computation of benefit levels, eligibility for a benefit and the Partnership form and timing of a benefit distribution, early retirement opportunities, disability retirement opportunities, and other existing subsidies. The Purchaser’s Defined Benefit Plans shall provide coverage under a tax-qualified pension plan that credited service for eligibility and vesting, and entitlement to benefits (the "New Pension Plan") for all Transferred Employees who participated in the Seller Pension Plan prior to their Employee Transfer Date. Such Transferred Employees' vesting service and eligibility service, as of the applicable Employee Transfer Date, shall constitute vesting service and eligibility service under the New Pension Plan but not for purposes of determining vesting benefit accruals or other benefit factors, except and eligibility only to the extent such benefit factors are expressly required pursuant to the terms of an applicable Collective Bargaining Agreement) under the Sellers’ Defined Benefit Plans (including recognition of original hire date therewith) shall be recognized under Purchaser’s Defined Benefit Plans. Notwithstanding anything to the contrary herein, the Sellers agree to provide to the Purchaser descriptions of any material amendments, modifications, or reductions to the benefits under any of the Sellers’ Defined Benefit Plans which are made within one year of the Closing Date to the extent Sellers reasonably conclude that such amendments, modifications or reductions would have affected Transferred Employees if the Transferred Employees had remained in the employment of the Sellers, and the Purchaser shall be entitled, but not obligated, to make conforming amendments or modifications with respect to, or conforming reductions with respect to benefits levels under, the corresponding Purchaser’s Defined Benefit Plans. In relation to the Assumed Canadian Plan, Smurfit Canada shall, in accordance with clause (p) of the definition of Purchased Assets, instruct the trustee appointed under the master trust agreement between Smurfit Canada and such trustee (the “Master Trust”), forthwith after the Closing Date, to redeem units of the Master Trust held by the trustee of the Assumed Canadian Plan for cash or marketable securities in such other purposes manner as such service may be relevant under agreed to by the Purchaser and Sellers, acting reasonably, subject to and in accordance with the terms of the New Pension PlanMaster Trust. Credited service Smurfit Canada shall instruct the trustee of the Master Trust to transfer the redeemed units to the pension fund of the Assumed Canadian Plan as designated by the Purchaser in such manner as agreed to by the Purchaser and Sellers. Smurfit Canada and the Purchaser shall do all other things necessary so as to effect the cessation of the Assumed Canadian Plan as a participating plan under the Seller Pension Plan Master Trust effective as of the Employee Transfer Date shall constitute credited service under the New Pension Plan for purposes of benefit accrual determinations. Service earned under the New Pension Plan after the Employee Transfer Date or employment with the Partnership, if applicable, shall constitute qualifying service or employment under the Seller Pension Plan for purposes of eligibility for early retirement, subsidized early retirement, death and other similar benefits. The accrued benefit of the Transferred Employees payable under the New Pension Plan shall be offset by the normal retirement benefit accrued under the Seller Pension Plan as of the applicable Employee Transfer Date based on credited service and salary history prior to the Employee Transfer Closing Date. The Seller Entities shall provide Buyer with a schedule of the amounts of such accrued benefits and shall provide each Transferred Employee with the amount of his/her accrued benefit as soon as practicable after the applicable Employee Transfer Date. Buyer and Buyer's actuary shall have the right to review all supporting information, work papers and procedures used to prepare such schedule and shall have the right to perform such other procedures as they deem necessary to satisfy themselves of the accuracy thereof. Buyer agrees that to the extent that post-Closing Date information regarding service by the Transferred Employees with the Partnership is reasonably determined by Seller to be necessary for the proper administration of the Seller Pension Plan, Buyer shall provide such information to Seller.

Defined Benefit Plans. The Seller Entities shall retain all liabilities and obligations arising under or attributable to the Xxxxxxx & Xxxxxxxxx Pension Plan (the "Seller Pension Plan"). Accrued benefits of Transferred Employees shall be fully vested as of the Employee Transfer Date. The Seller Pension Plan shall cease accruals in respect of Transferred Employees as of their Employee Transfer Date. No assets or liabilities shall be transferred to or assumed by the Partnership. a) Effective as of the Closing Date, Business Employees shall cease to accrue benefits under the Partnership Seller Pension Plan, and, thereafter, the Buyer shall provide coverage under a tax-qualified enroll Acquired Employees in an existing or newly created Buyer pension plan (the "New Buyer Pension Plan"). Subject to the consummation of the asset transfer described in Section 10.3 below: (i) for all Transferred Employees who participated in the Seller Pension Plan prior to their Employee Transfer Date. Such Transferred Employees' vesting service and eligibility service, effective as of the applicable Employee Transfer Closing Date, shall constitute vesting service with respect to Acquired Employees and eligibility service under Former Business Employees, the New Buyer Pension Plan shall waive any eligibility requirements for purposes of determining vesting and eligibility and for such other purposes as such service may be relevant under the terms of the New Pension Plan. Credited service participation that were previously satisfied under the Seller Pension Plan as of the Employee Transfer Date shall constitute credited service under the New Pension Plan Plan, and, for purposes of benefit accrual determinations. Service earned under the New Pension Plan after the Employee Transfer Date or employment with the Partnership, if applicableAcquired Employees and Former Business Employees, shall constitute qualifying recognize service or employment that is recognized under the Seller Pension Plan for purposes of eligibility, vesting, service related level of benefits, and eligibility for early retirement, subsidized early retirement, death retirement subsidies; (ii) Buyer agrees to provide accrued benefits to Acquired Employees and other similar benefits. The Former Business Employees under the Buyer Pension Plan that are no less than the accrued benefit benefits of the Transferred Acquired Employees payable and Former Business Employees under the New Pension Plan shall be offset by the normal retirement benefit accrued under the Seller Pension Plan as of the applicable Employee Transfer Closing Date; (iii) accrued benefits of Acquired Employees and Former Business Employees that are vested under Seller Pension Plan as of the Closing Date based shall be nonforfeitable under the Buyer Pension Plan, (iv) Buyer shall, effective as of the Closing Date, assume all of the Liabilities of Seller, its Affiliates and the Seller Pension Plan in respect of benefits accrued by the Acquired Employees and the Former Business Employees under the Seller Pension Plan on credited service and salary history or prior to the Closing Date (the "Pension Liability") (and, for the avoidance of doubt, cause the Buyer Pension Plan to make payments to any Acquired Employee Transfer Date. The Seller Entities shall provide Buyer with a schedule of the amounts who becomes entitled to receive payment of such accrued benefits on and shall provide each Transferred Employee after the Closing taking into account the provisions of this Section 10.3 regardless of whether assets have yet been transferred), subject to the transfer of assets from the Seller Pension Plan to the Buyer Pension Plan in accordance with the amount provisions of his/her accrued benefit as soon as practicable after the applicable Employee Transfer Date. Buyer Section 10.3 below, and Buyer's actuary shall have the right (v) with respect to review all supporting information, work papers and procedures used to prepare such schedule and shall have the right to perform such other procedures as they deem necessary to satisfy themselves of the accuracy thereof. Buyer agrees that to the extent that post-Closing Date information regarding service by the Transferred Employees with the Partnership is reasonably determined by Seller to be necessary for the proper administration of benefits transferred from the Seller Pension Plan, the Buyer Pension Plan shall recognize the service of Acquired Employees with Buyer for the purpose of determining eligibility for early retirement benefits and calculate benefits based upon the Final Average Compensation of the Acquired Employees as defined in Buyer Pension Plan. Also, for the avoidance of doubt, from the Closing Date through the True-Up Transfer Date, in accordance with the provisions of Section 10.3 below, Seller shall continue to cause the Seller Pension Plan to make benefit payments to any Former Business Employees who is entitled to receive such payments. Nothing in this Agreement shall require Buyer to provide such information coverage to Sellerthe Acquired Employees or the RSI Employees under any benefit formula for Buyer's defined benefit pension plan for salaried employees in effect prior to the date that the Acquired Employees or the RSI Employees first become eligible for Buyer's defined benefit pension plan for salaried employees.

Defined Benefit Plans. The Seller Entities shall retain all liabilities and obligations arising cause each Transferred --------------------- Employee to become fully vested in his accrued benefit under or attributable to the Xxxxxxx & Xxxxxxxxx Pension Plan any tax-qualified defined benefit pension plan maintained by Seller (the a "Seller Pension Plan"). Accrued benefits of ) in ------------------- which such Transferred Employees shall be fully vested Employee participates as of the Employee Transfer DateClosing. The Seller will amend each Seller Pension Plan shall cease accruals in respect to provide for the continuing eligibility for early retirement of each Transferred Employees as of their Employee Transfer Date. No assets or liabilities shall be transferred to or assumed by the Partnership. Effective who does not, as of the Closing Date, qualify for an early retirement benefit thereunder, and for this purpose shall treat service with the Partnership Company as service with Seller. If any such Transferred Employee remains employed by the Company until he qualifies for early retirement, then such plans will treat such Transferred Employee as having elected early retirement when he retires from the Company. Such early retirement benefit shall be based solely upon service and compensation earned prior to the Closing. The Company will provide coverage Seller with as much notice as possible of the retirement of any such Transferred Employee. Seller shall calculate the difference between the lump sum benefit payable to such Transferred Employee as an early retiree and the lump sum benefit payable to such Transferred Employee as a deferred vested benefit on the date of retirement from the Company and under a tax-qualified pension plan (the "New provisions of the applicable Seller Pension Plan") for all Transferred Employees who participated , determined in the same manner that such plan calculates lump sum benefits at the time such Transferred Employee shall retire. The Company shall pay Seller Pension Plan prior to their such difference within 60 days of such transferred Employee's retirement. In addition, should the Company institute any reduction in force, early retirement window program or otherwise provide any financial inducement that results in the termination of employment of any Transferred Employee Transfer Date. Such Transferred Employees' vesting service and eligibility servicewho, as of the applicable Employee Transfer DateClosing, shall constitute vesting service and eligibility service under the New Pension Plan qualifies for purposes of determining vesting and eligibility and for such other purposes as such service may be relevant under the terms of the New Pension Plan. Credited service under the Seller Pension Plan as of the Employee Transfer Date shall constitute credited service under the New Pension Plan for purposes of benefit accrual determinations. Service earned under the New Pension Plan after the Employee Transfer Date or employment with the Partnership, if applicable, shall constitute qualifying service or employment under the Seller Pension Plan for purposes of eligibility for an early retirement, subsidized early retirement, death and other similar benefits. The accrued benefit of the Transferred Employees payable under the New Pension Plan shall be offset by the normal retirement benefit accrued under the Seller Pension Plan as of the applicable Employee Transfer Date based on credited service and salary history prior to the Employee Transfer Date. The Seller Entities shall provide Buyer with a schedule of the amounts of such accrued benefits and shall provide each Transferred Employee with the amount of his/her accrued benefit as soon as practicable after the applicable Employee Transfer Date. Buyer and Buyer's actuary shall have the right to review all supporting information, work papers and procedures used to prepare such schedule and shall have the right to perform such other procedures as they deem necessary to satisfy themselves of the accuracy thereof. Buyer agrees that to the extent that post-Closing Date information regarding service by the Transferred Employees with the Partnership is reasonably determined by Seller to be necessary for the proper administration of the Seller Pension Plan, Buyer shall provide cause the Company to promptly pay to Seller an amount equal to the incremental cost of providing such information early retirement benefit. Such cost shall be determined by an enrolled actuary engaged by Seller based on the excess of the present value of such subsidized early retirement benefits for all such Transferred Employees over the present value of the accrued benefits for all such Transferred Employees determined as if such employees had not elected to Sellercommence retirement benefits and using normal actuarial assumptions with respect to projected retirement dates.