401(k) Plan Matters. (a) From the Effective Time and continuing until the Distribution Date, Newmark shall adopt, and shall participate in as an adopting employer, the BGC 401(k) Plan for the benefit of Newmark Employees and Former Newmark Employees, and BGC Partners consents to such adoption and maintenance. Each of the Parties agrees and acknowledges that until the Distribution Date, Newmark shall make timely direct contributions (including matching contributions) to the BGC 401(k) Plan on behalf of such Newmark Employees in accordance with the terms of the BGC 401(k) Plan and in accordance with (and no less promptly than) the timing of contributions made by BGC Partners prior to the Effective Time.
(b) On or prior to the Distribution Date, Newmark shall, subject to BGC Partners’ consent, either (i) establish the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust or (ii) affirm that Newmark shall continue to participate in the BGC 401(k) Plan as an adopting employer. If Newmark establishes the Newmark 401(k) Plan and Newmark 401(k) Plan Trust, as soon as practical following the establishment of the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust, BGC Partners shall cause the accounts of the Newmark Employees and Former Newmark Employees in the BGC 401(k) Plan to be transferred to the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust in cash or such other assets as mutually agreed by BGC Partners and Newmark, and Newmark shall cause the Newmark 401(k) Plan to assume and be solely responsible for all Liabilities under the Newmark 401(k) Plan relating to Newmark Employees and Former Newmark Employees whose accounts are transferred from the BGC 401(k) Plan. BGC Partners and Newmark shall assume sole responsibility for ensuring that their respective 401(k) savings plans are maintained in compliance with applicable laws. If Newmark continues to participate in the BGC 401(k) Plan as an adopting employer, Section 9.04(a) shall remain in effect until the Parties agree that Newmark shall cease participation in the BGC 401(k) Plan as an adopting employer.
401(k) Plan Matters. (a) From the A/L Split Date and continuing until such time as Parent ceases to own at least 80% of the combined voting power of the outstanding Xxxx Capital Stock (such date or such earlier date agreed to in writing by Xxxx and Parent, the “Plan Milestone Date”), Xxxx adopts, and shall participate in as an Adopting Employer (as defined in the Parent 401(k) Plan), the Parent 401(k) Plan for the benefit of Xxxx Employees and Former Xxxx Employees, and Parent consents to such adoption and maintenance, in accordance with the terms of the Parent 401(k) Plan.
(b) Effective as of the Plan Milestone Date, Xxxx shall establish the Xxxx 401(k) Plan and the Xxxx 401(k) Plan Trust. As soon as practicable following the establishment of the Xxxx 401(k) Plan and the Xxxx 401(k) Plan Trust, Parent shall cause the accounts of the Xxxx Employees and Former Xxxx Employees in the Parent 401(k) Plan to be transferred to the Xxxx 401(k) Plan and the Xxxx 401(k) Plan Trust in cash or such other assets as mutually agreed by Parent and Xxxx, and Xxxx shall cause the Xxxx 401(k) Plan to assume and be solely responsible for all Liabilities under the Xxxx 401(k) Plan to or relating to Xxxx Employees and Former Xxxx Employees whose accounts are transferred from the Parent 401(k) Plan. Parent and Xxxx agree to cooperate in making all appropriate filings and taking all reasonable actions required to implement the provisions of this Section 3.1; provided that Xxxx acknowledges that it will be responsible for complying with any requirements and applying for any determination letters with respect to the Xxxx 401(k) Plan.
(c) Parent and Xxxx shall assume sole responsibility for ensuring that their respective savings plans are maintained in compliance with applicable laws with respect to holding shares of their respective common stock and common stock of the other entity.
401(k) Plan Matters. The Company shall take all actions necessary to terminate the 401(k) Plan, including the ESOP provisions thereof, effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time, including the ESOP provisions thereof, shall become fully vested upon termination of the 401(k) Plan. As soon as practicable after the date hereof, the Company shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the 401(k) Plan, including the ESOP provisions thereof, as of or immediately prior to the Effective Time, with a copy to be provided to Parent and its counsel. Prior to the Effective Time, the Company and, following the Effective Time, Parent shall use their respective reasonable best efforts to obtain such favorable determination letter (including, but not limited to, adopting such amendments to the 401(k) Plan, including the ESOP provisions thereof, as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the later of the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan, including the ESOP provisions thereof, shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Parent agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Parent’s 401(k) Plan, including account balances with respect to the ESOP provisions thereof, as well as any outstanding loan balances that constitute assets in a Continuing Employee’s 401(k) account, to the extent such loan balances are permitted by Parent’s 401(k) Plan.
401(k) Plan Matters. Seller and Seller Sub shall take all actions necessary to terminate the Seller’s Retirement Savings Plan (the “401(k) Plan”) effective immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of such termination shall become fully vested upon termination of the 401(k) Plan. As soon as practicable following the Effective Time, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Buyer’s Employee Stock Ownership and 401(k) Plan.
401(k) Plan Matters. Seller and Seller Sub shall take all actions necessary to terminate their 401(k) Plan (the “401(k) Plan”) effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time shall become fully vested upon termination of the 401(k) Plan. As soon as practicable following the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Buyer’s 401(k) plan
401(k) Plan Matters. The Company Bank shall take all actions necessary to terminate its 401(k) Plan (the “401(k) Plan”) effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time shall become fully vested upon termination of the 401(k) Plan. As soon as practicable after the date hereof, the Company Bank shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the 401(k) Plan as of or immediately prior to the Effective Time, with a copy to be provided to the Parent and its counsel. Prior to the Effective Time, the Company Bank and, following the Effective Time, the Parent shall use their respective reasonable best efforts to obtain such favorable determination letter (including, but not limited to, adopting such amendments to the 401(k) Plan as may be requested by the IRS as a condition to its issuance of a favorable determination letter. As soon as practicable following the later of the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Parent agrees to permit Continuing Employees to rollover their account balances in the 401(k) Plan to the Parent 401(k) Plan.
401(k) Plan Matters. Alaska Pacific and Alaska Pacific Bank shall take all actions necessary to terminate their 401(k) Plan (the “401(k) Plan”) effective as of or immediately prior to the Effective Time. The accounts of all participants and beneficiaries in the 401(k) Plan as of the Effective Time shall become fully vested upon termination of the 401(k) Plan. As soon as practicable following the Effective Time or the receipt of a favorable determination letter from the IRS regarding the qualified status of the 401(k) Plan upon its termination, the account balances in the 401(k) Plan shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Northrim agrees to permit employees of Alaska Pacific who are continuing employees of Northrim to rollover their account balances in the 401(k) Plan (including outstanding loans against the 401(k) Plan) to Northrim’s 401(k) plan.
401(k) Plan Matters. In the event that a Transferred Employee makes a voluntary election pursuant to Section 401(a)(31) of the Code to roll over such Transferred Employee’s account balance in Seller 401(k) Plan to a tax-qualified defined contribution plan sponsored by Buyer or one of its Affiliates, Buyer agrees to cause such tax-qualified defined contribution plan to accept such rollover; provided, however, such rollover shall not include any outstanding plan loans.
401(k) Plan Matters. The Buyer shall take no action to prevent direct or indirect rollovers by Business Employees who become New Business Employees of their vested interest in the Seller’s 401(k) Plan to the Buyer’s existing defined contribution plan qualified under Section 401 of the Code.
401(k) Plan Matters. It is understood and agreed that (1) employees of the Company will not be permitted to contribute to Seller's 401(k) Plan following the Closing Date, (2) for any employees of the Company who have outstanding loans through Seller's 401(k) Plan, Seller will continue through the end of the Interim Payroll Period to automatically deduct from such employees' pay repayments of such outstanding loans consistent with amounts deducted prior to the Closing Date, and (3) following the Closing Date, the parties shall provide reasonable cooperation to each other to effect a plan-to-plan transfer for employees of the Company from Seller's 401(k) Plan to Buyer's 401(k) Plan.
