Distribution. The amount credited to a Participant’s Accounts, to the extent such Participant is vested in such Accounts, shall become payable to the Participant (or the beneficiary, as applicable) subject to [Section 4.6] upon any of the following events:

Distribution. The Participant’s vested Retirement Benefit shall be paid on the earlier of # the Participant’s Commencement Date or # the occurrence of a Change in Control. Notwithstanding the foregoing, if the Participant’s Commencement Date is determined by reference to the Participant’s termination of employment, then the payment of the Participant’s Retirement Benefit shall be made on the date that is at least six months and one day after the date of the Participant’s termination of employment; notwithstanding the foregoing, if the Participant dies within such six month period, the Participant’s Retirement Benefits shall be paid to his surviving spouse or his estate, if there is no surviving spouse, as soon as administratively practicable following the Participant’s death, as provided in [Section 6.1] of the Plan.

Each payment received by the Facility Agent under the Finance Documents for another Party must, except as provided below, be made available by the Facility

“Pre-Closing Period Tax Return” means any Tax Return relating to a Pre-Closing Period.

Preparation and Filing of Pre-Closing Period Tax Returns of the Company and its Subsidiaries. The Seller shall, at the Seller’s cost and expense, prepare, or cause to be prepared all Pre-Closing Period Tax Returns required to be filed by or on behalf of the Company. The Seller shall pay all Pre-Closing Taxes due and payable in respect of all Pre-Closing Period Tax Returns of each of the Company; provided, however, that if # any Pre-Closing Period Tax Return is due after the Closing and is to be filed (or caused to be filed) by the Buyer, the Seller shall pay (in immediately available funds) to the Buyer the amount of all Pre-Closing Taxes due and payable with respect of such Pre-Closing Period Tax Return (determined pursuant to this Section 16) no later than three (3) Business Days prior to the earlier of the date such Pre-Closing Period Tax Return is filed or the Due Date of such Pre-Closing Period Tax Return. In the event that such Pre-Closing Period Tax Return reflects any refund, the provisions of Section 16(f) (Refunds) shall control.

Pre-Closing Period. “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.

Compensation paid to Directors and deferred under the Plan prior to January 1, 2005 shall be treated by Southern as not subject to Code Section 409A and therefore “grandfathered.” The Account balance (plus earnings thereon) of the “grandfathered” deferrals shall only be subject to the provisions of the Plan in effect prior to January 1, 2005 as set forth in the Provisions for Pre-2005 Deferrals Under the Deferred Compensation Plan for Outside Directors of The Southern Company (the “Pre-2005 Terms”). In accordance with transition rules under Code Section 409A, Internal Revenue Service Notice 2005-1, and any other applicable guidance from the Department of Treasury, the provisions of the Pre-2005 Terms are only intended to preserve the rights and features of the “grandfathered” deferrals and are, therefore, not intended to be “materially modified” with respect to any aspect of such rights and features. Provisions of the prior Plan should be so construed whenever necessary or appropriate.

Pre-2022 Accounts. Distributions of a Participant’s Pre-2022 Accounts shall be made within 60 days following the Participant’s Separation from Service for any reason, including death or Disability.

Pre-Existing IP. Subject to the license and rights granted pursuant to [Sections 2.1.1, 2.1.2 and 2.1.3]3] and Section 2.2, each Party shall retain all right, title and interest in and to any Intellectual Property Rights that are Controlled by such Party prior to or independent of this Agreement.

Pre-Access Notification. Customer shall provide written notification to the Contractor as early as practicable of the personnel of Customer, Customer Parent and the Consultants constituting the initial Customer Access Personnel. Customer shall provide prompt written notification to the Contractor of any changes to the Customer Access Personnel.