Common use of Plans Generally Clause in Contracts

Plans Generally. As soon as practicable after the date of this Agreement, the parties hereto shall enter into one or more agreements or memoranda of understanding (collectively, the "FOREIGN PLANS AGREEMENT") regarding the treatment and allocation of liabilities relating to or arising under the CIRP and all other Plans (the "FOREIGN PLANS") for Employees located outside the United States, including without limitation expatriates, and to expatriate Employees located in the United States. The Foreign Plans Agreement shall provide for the treatment of each Foreign Plan, which treatment may include, without limitation, (a) the retention or assumption of such Foreign Plan by Hilton, (b) the retention or assumption of such Foreign Plan by Park Place or (c) an allocation of the liabilities and assets of the Foreign Plan between a Plan (which may include the Foreign Plan) that is intended to be maintained by Hilton and a Plan (which may include the Foreign Plan) that is intended to be maintained by Park Place, after the Distribution Date. Any transfers of assets or liabilities from a Foreign Plan shall be made on the basis of reasonable methods and assumptions determined by the local actuarial firm that is, as of the date of this Agreement, serving as the actuary for such Foreign Plan (or another actuarial firm if the parties hereto so agree) (the "LOCAL ACTUARY"), in accordance with applicable legal and regulatory requirements, local practice and the past practice of Hilton; PROVIDED that, each of Hilton and Park Place shall be entitled to review such methods and assumptions and object to them if they are unreasonable, and to review all calculations and determinations of the Local Actuary for accuracy.