Seller Pension Plans. As of the date of this Agreement, Transferred Employees participate in the single-employer defined benefit pension plans listed in Schedule 6.2(a), which plans are referred to collectively in this Agreement as the "Seller Pension Plans" and individually as a "Seller Pension Plan." The Seller Pension Plans also cover the Other Plan Participants (as such term is defined below). Each other person who, immediately before the Closing Date, has an accrued benefit (which remains payable in whole or in part) under a Seller Pension Plan, and is either (a) a former employee of any IPC Company or a predecessor to any IPC Company who is no longer actively employed by Dynegy, any IPC Company or any of their respective Affiliates (such as Retirees) or (b) a beneficiary or an alternate payee of an individual described in clause (a) or of a Transferred Employee is referred to in this Section 6.2(a) as an "Other Plan Participant." Within the 60-day period immediately preceding any transfer of assets and liabilities from a Seller Pension Plan to a Purchaser Pension Plan pursuant to this Section 6.2(a), Dynegy shall provide the Purchaser with a written certification, in a form acceptable to Purchaser, that the Seller Pension Plan satisfies each of the following requirements: (A) the Seller Pension Plan is a single-employer defined benefit plan that, to the Knowledge of Dynegy and Seller, is qualified under Section 401(a) of the Code; (B) the Seller Pension Plan does not have any "accumulated funding deficiency" as defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, immediately before the Closing Date; (C) the Seller Pension Plan is not the subject of termination proceedings or a notice of termination under Title IV of ERISA; and (D) the Seller Pension Plan does not violate the requirements of any applicable collective bargaining agreement covering any Transferred Employees or Other Plan Participants.
Seller Pension Plans. Except with respect to any Liabilities that transfer to Purchaser or its subsidiaries pursuant to applicable Law (including through the Transferred Entity), (i) from and after the Closing Date, Seller and its subsidiaries shall retain all assets and Liabilities under (A) Seller’s tax-qualified and nonqualified defined benefit pension plans maintained for the benefit of the Business Employees and (B) each “registered pension plan” (within the meaning of Section 248(l) of the Income Tax Act (Canada)) that is sponsored, administered or contributed to by the Seller or any of its subsidiaries, whether in respect of a “defined benefit provision” or a “money purchase provision” (as each is defined in Section 147.1(l) of the Income Tax Act (Canada)), which Liabilities shall be Retained Liabilities. In respect of the plans described in the foregoing clauses (A) and (B), Seller shall make payments to Transferred Employees with vested rights thereunder in accordance with the terms of the applicable plan and applicable Law, as in effect from time to time and, effective as of the applicable Transfer Time, each Transferred Employee shall cease active benefit accrual in such plans and service performed for, and compensation earned from, any employer other than Seller or its subsidiaries (or their predecessors, to the extent recognized under the applicable plan), shall not be taken into account for any purpose under the applicable plan. As of the applicable Transfer Time, each Transferred Employee who participates in a defined benefit pension plan shall be fully vested in his or her accrued benefits thereunder.
Seller Pension Plans. As of the date of this Agreement, Seller participates in the following single-employer defined benefit pension plans maintained in the United States:
Seller Pension Plans. 45 SECTION 7.2 401(k) Plan Benefits...............................................................45 SECTION 7.3 Seller Welfare or Other Benefit Plans..............................................45 SECTION 7.4 Post-Closing Employee Benefits.....................................................47 SECTION 7.5 Provision of Information to Company Employees......................................48 SECTION 7.6 Indemnification....................................................................48 iv 6 ARTICLE VIII: TERMINATION....................................................................................................49
Seller Pension Plans. Effective as of the Closing Date, Seller shall cause (i) the Company to terminate its participation in and to cease to be a participating employer of, and (ii) the employees of the Company to cease to actively participate in, all defined benefit pension plans sponsored or maintained by Seller (the "Seller Pension Plans"). On and after the Closing Date, Seller shall be solely liable and responsible for all benefits, liabilities and obligations arising under or relating to the Seller Pension Plans, the Company's termination from participation in such Plans or the cessation of benefits accruals by the Company's employees under such Plans, including any and all benefits and obligations relating to employees of the Company who were participants in such Seller Pension Plans prior to the Closing Date. For purposes of this Article VII, the term "Company" shall refer to all Company Parties and their Subsidiaries.
Seller Pension Plans. (i) Except with respect to (A) any assets and Liabilities that transfer to the Purchaser or its Subsidiaries pursuant to applicable Law (including through the Transferred Entities) or (B) any Liabilities (determined on a projected benefit obligation basis consistent with ASC 715 or, to the extent ASC 715 is not applicable, other generally acceptable accounting standards) under each Assumed Benefit Plan set forth on Section 5.10(l) of the Disclosure Schedules (“Transferred Pension Liabilities”), (I) from and after the Applicable Closing Date, the Seller Group shall retain all assets and Liabilities under tax-qualified and nonqualified defined benefit and defined contribution pension plans maintained by each member of the Seller Group for the benefit of the Business Employees, and the Seller Group shall make payments to Transferred Employees with vested rights or deemed to have vested rights thereunder in accordance with the terms of the applicable plan and applicable Law, as in effect from time to time and (II) effective as of the Applicable Closing Date, each Transferred Employee shall cease active participation in such plans and service performed for, and compensation earned from, any employer other than a member of the Seller Group (or their predecessors, to the extent recognized under the applicable plan), shall not be taken into account for any purpose under the applicable plan.
Seller Pension Plans. As of the Closing Date, the Company Employees shall cease to actively participate in any pension plan offered by Seller, any Acquired Company (other than the Canadian Employee Plans) or any of their Affiliates, including but not limited to (a) the ConAgra Pension Plan for Salaried Employees and (b) the ConAgra Pension Plan for Hourly Rate Production Employees (the "Seller Pension Plans") and will receive no further benefit accruals under such pension plans. At or prior to the Effective Time, UAP Canada shall become the plan sponsor of the UAP Plan and shall assume the obligations of the plan sponsor thereunder.
Seller Pension Plans. 30 A-6 8
Seller Pension Plans. Except with respect to any Liabilities that transfer to Purchaser or its subsidiaries pursuant to applicable Law (i) from and after the Closing Date, Seller and its subsidiaries shall retain all assets and Liabilities under Business Benefit Plans that are tax-qualified or nonqualified defined benefit pension plans, which Liabilities shall be Retained Liabilities, and Seller shall make payments to Transferred Employees with vested rights thereunder in accordance with the terms of the applicable Business Benefit Plan and applicable Law, as in effect from time to time and (ii) effective as of the applicable Transfer Time, each Transferred Employee shall cease active participation in such Business Benefit Plans and service performed for, and compensation earned from, any employer other than Seller or its subsidiaries (or their predecessors, to the extent recognized under the applicable Business Benefit Plan), shall not be taken into account for any purpose under applicable law.
Seller Pension Plans. GTE Former Employees shall be considered --------------------- "Transferred Employees" by Seller and the ERISA Affiliates of Seller solely for the purposes of any defined benefit plans maintained by Seller or ERISA Affiliates of Seller; provided, that Seller acknowledges that Purchaser has not assumed responsibility for reviewing any such benefit plans, that Purchaser is not hereby assuming any obligations (to Seller, any Employee or any other Person) in respect of such benefit plans, and that the foregoing statement is made by Seller only. Seller will not represent to any Employee that Purchaser's employment of such Employee would be pursuant to a transfer of such GTE Former Employee from Seller to Purchaser or otherwise be a continuation of such Employee's employment with Seller in any form or that Purchaser will assume the obligations or otherwise be liable for any obligation of Seller, any ERISA Affiliate of Seller or any other Affiliate of Seller under any defined benefit plan or other Employee Benefit Plan; provided, that Seller may inform GTE Former Employees that while each GTE Former Employee's employment with Seller will be terminated, because Purchaser has offered to employ such GTE Former Employee under compensation terms that Seller believes to be comparable and to perform tasks that Seller believes to be substantially similar, such GTE Former Employees may not be eligible for partial or full severance benefits under Seller's Employee Benefit Plans pursuant to the "same desk rule." Seller will indemnify Purchaser for any claims made by any GTE Former Employee that Purchaser is obligated to pay severance amounts to such GTE Former Employee with respect to such plans.
