Common use of 401(k) Plan Matters Clause in Contracts

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.