Common use of 401(k) Plan Clause in Contracts

401(k) Plan. As soon as administratively practicable following the Closing Date, the Company and the Acquiror shall discuss the transfer of the assets and liabilities relating to the account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s tax-qualified defined contribution plan (the “Company’s 401(k) Plan”) to a defined contribution plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s 401(k) Plan”) (a “Trust to Trust Transfer”). Solely to the extent the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the Company’s 401(k) Plan the assets and liabilities relating to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer of assets and liabilities and, effective as of the date of such transfer, to assume and fully perform the obligations of the Company’s 401(k) Plan relating to the accounts of the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such account balances and shall be conducted in accordance with the requirements of all applicable Laws, including Section 414(l) of the Code. To the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances under the Company’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s 401(k) Plan, and the Acquiror shall cause the Acquiror’s 401(k) Plan to accept such direct rollovers (including any promissory notes evidencing outstanding loan balances under such plan).

401(k) Plan. As soon The Seller and the Purchasers shall co-operate to take whatever steps are necessary to effect the spinoff and transfer, as administratively promptly as practicable following after the Closing Date, by the Company and the Acquiror shall discuss the transfer of the assets and liabilities relating to the account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s tax-qualified defined contribution plan trustee (the “Company’s 401(k) PlanBOC Trustee”) to a defined contribution plan sponsored or maintained by of the Acquiror or one of its Affiliates (the “Acquiror’s 401(k) Plan”) (a “Trust to Trust Transfer”). Solely to the extent the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the Company’s 401(k) Plan the assets and liabilities relating to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror BOC 401(k) Plan to accept such transfer the trustee (the “Purchasers’ Trustee”) of assets and liabilities andthe Purchasers’ 401(k) Plan, effective of cash equal to the account balance (as of the date of such transfer, to assume and fully perform the obligations day of the Company’s 401(ktransfer) Plan relating to of each Employee in the accounts of the Transferred Employees whose balances were transferred to the Acquiror’s BOC 401(k) Plan. Such transfer , other than the portion of assets and liabilities shall consist of a transfer in kind of all such account balances and balance representing Participant Promissory Notes, which portion shall be conducted accounted for under Section 6.2(d). The amount to be transferred shall not include the value of the account balances of any Employees whose employment terminated other than in accordance connection with the requirements of all applicable Laws, transactions contemplated herein and who became eligible for and elected to receive a distribution (including Section 414(l) of the Code. To the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances under from the Company’s BOC 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) prior to the Acquiror’s date of transfer to the Purchasers’ 401(k) Plan. The Purchasers shall have full responsibility for payment of the benefits attributable to the assets so transferred. Prior to such transfer, and each Employee shall have the Acquiror shall cause same rights under the Acquiror’s BOC 401(k) Plan to accept such direct rollovers (including any promissory notes evidencing outstanding loan balances under as an active employee who participates in such plan), other than rights to receive or make additional contributions, initiate new loans or, except where otherwise required by applicable Law, make payments on existing loans. The Purchasers shall indemnify each Seller Indemnified Party in accordance with Article IX against any Losses incurred by it that are attributable to the failure of the Purchasers’ 401(k) Plan and trust to qualify under Section 401(a) of the Code. Similarly, the Seller shall indemnify each Purchaser Indemnified Party in accordance with Article IX against any losses incurred by it that are attributable to the failure of the BOC 401(k) Plan and trust to qualify under Section 401(a) of the Code.

401(k) Plan. As soon as administratively practicable following the Closing Date, the Company and the Acquiror shall discuss the transfer of the assets and liabilities relating to the account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s tax-qualified If Buyer or a Buyer Corporation maintains or establishes a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“Buyer’s 401(k) Plan”), Buyer or a Buyer Corporation shall permit each Transferred Employee participating in a Seller Benefit Plan that is a defined contribution plan with a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (“CompanySeller’s 401(k) Plan”) to effect, and Buyer or a defined contribution plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s 401(k) Plan”) (a “Trust Buyer Corporation agrees to Trust Transfer”). Solely to the extent the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the CompanyBuyer’s 401(k) Plan the assets and liabilities relating to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer of assets and liabilities andaccept, effective as of the date of such transfer, to assume and fully perform the obligations of the Company’s 401(k) Plan relating to the accounts of the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such account balances and shall be conducted in accordance with applicable law, a “direct rollover” (within the requirements meaning of all applicable Laws, including Section 414(l) of the Code. To the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances (including earnings thereon through the date of transfer and promissory notes evidencing all outstanding loans) under the CompanySeller’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under if such planrollover to Buyer’s 401(k) Plan is elected in accordance with applicable law by such Transferred Employee, subject to each of Ashland’s or the AcquirorAsset Selling Corporation’s and Buyer’s reasonable satisfaction that Seller’s 401(k) Plan or Buyer’s 401(k) Plan, as applicable, is in compliance with all applicable Laws and that such plan continues to satisfy the Acquiror shall cause requirements for a qualified plan under Section 401(a) of the AcquirorCode and that the trust that forms a part of such plan is exempt from tax under Section 501(a) of the Code. Upon completion of a direct rollover of a Transferred Employee’s account balances, as described in this Section 7.5(l), Buyer or a Buyer Corporation and Buyer’s 401(k) Plan shall be fully responsible for all benefits relating to accept past service of such direct rollovers (including Transferred Employee and none of Ashland, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any promissory notes evidencing outstanding loan balances under liability whatsoever with respect to such plan)benefits.

401(k) Plan. As soon as administratively practicable after the Closing Date, Seller agrees to take any and all actions necessary to identify Buyer as a "participating employer" under the Navigant Consulting, Inc. 401(k) Plan ("Seller's Plan"), and to notify the trustee and any other necessary party of such designation. As a participating employer under Seller's Plan, Buyer shall assume the responsibility for making contributions due to the Seller's Plan on behalf of employees of Buyer after the Closing Date in accordance with the terms of Seller's Plan, until such time as a plan-to-plan transfer of assets occurs in accordance with this Section 7.11. Buyer agrees to establish a defined contribution plan which is qualified under Section 401(a) of the Code ("Buyer's Plan"), effective no later than December 31, 2000. In accordance with the provisions of this paragraph, Seller agrees to cause the trustee of Seller's Plan to transfer to the trustee of Buyer's Plan the Total Transfer Amount (the date of such transfer being called the "Transfer Date"). The "Total Transfer Amount" shall be an amount equal to the account balances in Seller's Plan attributable to the participants in such plan that are employees of Buyer after the Closing Date and their beneficiaries, as shown on the valuation report for the monthly valuation date occurring on, or immediately before, the Transfer Date (excluding any amounts accrued as of such date but not yet contributed to the Seller's Plan, but including amounts contributed but not yet allocated to the accounts of such employees). The Total Transfer Amount shall take into consideration any distributions, in-service withdrawals or participant loans received by such employees from the Seller's Plan, including any such distributions, withdrawals or loans received after the Closing Date. The Total Transfer Amount shall be transferred to the Buyer's Plan entirely (1) in cash or other assets acceptable to the trustee of Buyer's Plan; and (2) notes which represent the participant loans of such employees. Seller shall cause the trustee of the Seller's Plan to make the plan-to-plan transfer of assets in an amount equal to the Total Transfer Amount as soon as practicable after (i) Buyer has established the Buyer's Plan and the trustee of the Buyer's Plan is prepared to accept such transfer, and (ii) Seller has completed the allocation of investment earnings on, and reconciliation of the account balances of participants and beneficiaries in the Seller's Plan as of the monthly valuation date occurring on, or immediately preceding, the Transfer Date, provided that such Transfer Date shall occur no later than February 1, 2001. Seller agrees to prepare and provide to Buyer, as soon as practicable following the Closing Date, the Company and the Acquiror shall discuss the transfer a list of the assets and liabilities relating employees of Buyer after the Closing Date who were participants in or otherwise entitled to the account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, benefits under the Company’s tax-qualified defined contribution plan (the “Company’s 401(k) Seller's Plan”) to a defined contribution plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s 401(k) Plan”) (a “Trust to Trust Transfer”). Solely to the extent the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the Company’s 401(k) Plan the assets and liabilities relating to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer of assets and liabilities and, effective as of the date Closing Date, together with a list of each such transfer, to assume employee's term of service for eligibility and fully perform the obligations of the Company’s 401(k) Plan relating to the accounts of the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such account balances and shall be conducted in accordance with the requirements of all applicable Laws, including Section 414(l) of the Code. To the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances vesting purposes under the Company’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s 401(k) Seller's Plan, and a listing of such employee's account balance thereunder, and Buyer and Seller agree to provide one another with such additional information in the Acquiror possession of one company and not already in the possession of the other as may be reasonably requested by either of them and necessary in order for Buyer to establish and administer the transferred account balances of such employees. In addition, with respect to any amounts payable prior to the Transfer Date by such employees on participant loans received from the Seller's Plan or as salary deferrals to Seller's Plan, Buyer shall cause execute whatever actions and make whatever arrangements may be necessary to permit the Acquiror’s 401(k) Plan periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to accept such direct rollovers (including any promissory notes evidencing outstanding loan balances under such plan)the Seller's Plan.

401(k) Plan. As soon Effective not later than the termination of the Continued Employment Term, Purchaser shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and a related trust exempt from Tax under Section 501(a) of the Code) (as administratively practicable following the Closing Dateapplicable, the Company and the Acquiror “Purchaser 401(k) Plan”). Purchaser shall discuss the transfer of the assets and liabilities relating to the account balances attributable to the provide that each Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s tax-qualified Employee participating in a Seller Benefit Plan that is a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Company’s Seller 401(k) Plan”) to a defined contribution plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s 401(k) Plan”) (a “Trust to Trust Transfer”). Solely immediately prior to the extent applicable Transfer Date shall become a participant in the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the Company’s corresponding Purchaser 401(k) Plan the assets and liabilities relating as of or as soon as practicable following such Transfer Date. Purchaser agrees to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror Purchaser 401(k) Plan to accept allow each Transferred Employee to make a “direct rollover” to the Purchaser 401(k) Plan of the account balances of such Transferred Employee (including promissory notes evidencing any outstanding loans) under the Seller 401(k) Plan in which such Transferred Employee participated prior to the applicable Transfer Date if the Seller 401(k) Plan Permits such a direct rollover and if such direct rollover is elected in accordance with applicable Law by such Transferred Employee. The rollovers described herein shall comply with applicable Law, and each Party shall make all filings and take any actions required of such Party under applicable Law in connection therewith. Following such transfer of assets and liabilities andaccount balances, effective as of Seller shall have no Liability for any costs, expenses or damages that may result from any claim for any benefit alleged to be payable under the date of such transfer, to assume and fully perform the obligations of the Company’s Seller 401(k) Plan relating with respect to the accounts of the Transferred Employees whose balances were and their beneficiaries who have transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such their account balances and shall be conducted in accordance with from the requirements of all applicable Laws, including Section 414(l) of the Code. To the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances under the Company’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s 401(k) Plan, and the Acquiror shall cause the Acquiror’s Seller 401(k) Plan to accept such direct rollovers (including any promissory notes evidencing outstanding loan balances under such plan)the Purchaser 401(k) Plan.

401(k) Plan. As (i) On the Closing Date or as soon as administratively practicable following thereafter, Seller shall (A) cause the Closing Date, the Company and the Acquiror shall discuss the transfer trustee of the assets Ohio Indemnity Company 401(k) and liabilities relating to the account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s tax-qualified defined contribution plan Profit Sharing Plan (the “Company’s Seller 401(k) Plan”) to a defined contribution plan sponsored segregate the assets of such Seller 401(k) Plan representing the full account balances of the Affected Employees as of the Closing Date, (B) make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets, (C) make all necessary amendments to the Seller 401(k) Plan and the related trust agreement to provide for such segregation of assets and the transfer of assets described below. (ii) On the Closing Date or maintained by the Acquiror as soon as practicable thereafter, Purchaser shall, or one of shall cause its Affiliates to, (A) establish or designate an individual account plan for the benefit of the Affected Employees (the “Acquiror’s Company 401(k) Plan”), (B) (a “Trust take all necessary action to Trust Transfer”). Solely to the extent the qualify such Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the Company’s 401(k) Plan under the assets applicable provisions of the Tax Code and liabilities relating (C) make any and all filings and submissions to the Transferred Employee account balances (including appropriate governmental agencies required to be made by Purchaser or any promissory notes evidencing outstanding loan balancesof its Affiliates in connection with the transfer of assets described below. As soon as practicable following the earlier of the delivery to Seller of a favorable determination letter from the IRS regarding the qualified status of the Company 401(k) Plan or the issuance of indemnities satisfactory to Seller and the Acquiror Purchaser, Seller shall cause the Acquiror trustee of the Seller 401(k) Plan to accept transfer in the form of cash (or such other form as may be agreed by Seller and Purchaser) the full account balances of the Affected Employees under the Seller 401(k) Plan as of the date of transfer to the appropriate trustee as designated by Purchaser or its Affiliate under the trust agreement forming a part of the Company 401(k) Plan. The parties agree to complete the transfer of such assets without constituting a plan termination, if possible. (iii) In consideration of the transfer of assets described herein, Purchaser and liabilities andits ERISA Affiliates shall, effective as of the date of such transfertransfer described herein, to assume and fully perform all of the obligations of the Company’s 401(k) Plan relating to the accounts Seller and any of its ERISA Affiliates in respect of the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such account balances and shall be conducted in accordance with accumulated by the requirements of all applicable Laws, including Section 414(l) of the Code. To the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Affected Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances under the Company’s Seller 401(k) Plan (including exclusive of any promissory notes evidencing outstanding loan portion of such account balances under such plan) which are paid or otherwise withdrawn prior to the Acquiror’s 401(kdate of transfer described herein) Planon or prior to the Closing Date. For purposes of this Section 6.5, and “ERISA Affiliate” of any entity shall mean any other entity that, together with such entity, would be treated as a single employer under Section 414 of the Acquiror shall cause the Acquiror’s 401(k) Plan to accept such direct rollovers (including any promissory notes evidencing outstanding loan balances under such plan)Tax Code.

401(k) Plan. As soon as administratively practicable following the Closing Date, the Company and the Acquiror Seller shall discuss the effectuate a trust-to-trust transfer of the assets and liabilities relating to the account balances attributable of Transferred Employees (whether vested or unvested) under any plan that is intended to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s be a tax-qualified defined contribution retirement plan (collectively, the “Company’s Seller 401(k) Plan”) to a plan established by Opco for the benefit of the Transferred Employees that is intended to be a tax-qualified defined contribution retirement plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s Opco 401(k) Plan”) (a “Trust to Trust Transfer”). Solely to As soon as practicable after the extent Closing Date (but no later than thirty (30) days after the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company End Date) Seller shall cause to be transferred from the Company’s trustee of the Seller 401(k) Plan to value the assets and liabilities relating account of each Transferred Employee who participates in the Seller 401(k) Plan pursuant to the terms of such plan. As of such valuation date, Seller shall cause the trustee of the Seller 401(k) Plan to transfer assets equal in value to the amount credited to each such Transferred Employee Employee’s account balances under the Seller 401(k) Plan to the trust maintained under the Opco 401(k) Plan. Such transferred assets shall be in cash or other property as determined by Seller with the consent of Opco (including except the transferred assets shall also include any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer balances of assets and liabilities and, effective as of the date of such transfer, to assume and fully perform the obligations of the Company’s 401(k) Plan relating to the accounts of the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such account balances and shall be conducted subject to any qualified domestic relations order pursuant to Section 414(p) of the Code) and shall be transferred in accordance with the requirements of all applicable Laws, including Section 414(l) of the Code. To Prior to, and as a condition of, any transfer of assets, Seller and Opco shall provide the extent a Trust to Trust Transfer other with satisfactory evidence that its plan is not mutually agreed, tax-qualified within the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in meaning of Section 401(a)(31401(a) of the Code) . As of his or her account balances under the Company’s transfer date, the Opco 401(k) Plan shall have sole liability for the payment of benefits accrued by Transferred Employees under the Seller 401(k) Plan and transferred in respect of such Transferred Employees and neither the Seller 401(k) Plan nor the Seller or its Affiliates shall have any obligation to Opco or with respect to employees of Opco with respect thereto (including any promissory notes evidencing outstanding loan balances under such plan) except to the Acquiror’s extent Seller has made a mistake in the calculation and transfer of assets). If Seller determines in its sole discretion to make a profit sharing contribution to the Seller 401(k) Plan for the 2009 plan year on behalf of employees of Seller, Seller will make a profit sharing contribution to the Seller 401(k) Plan for each Transferred Employee who (i) is employed by Seller as of the applicable Transfer Date, (ii) is eligible according to the terms of Seller 401(k) Plan, and (iii) remains continuously employed by Seller and Opco (and their respective Affiliates) through December 31, 2009, based on his or her eligible compensation earned from Seller for the Acquiror period from January 1, 2009 through the applicable Transfer Date. As soon as practicable following the date of such contribution, Seller shall cause effectuate a trust-to-trust transfer of the Acquiror’s account balances of Transferred Employees resulting from such profit sharing contribution from the Seller 401(k) Plan to accept such direct rollovers the Opco 401(k) Plan. Seller and Opco shall cooperate with each other (including any promissory notes evidencing outstanding loan balances under such plan)and cause the trustees of the Seller 401(k) Plan and the Opco 401(k) Plan to cooperate with each other) to effectuate the transfers of assets to the Opco 401(k) Plan.

401(k) Plan. As soon With respect to the Sellers’ current 401(k) plan, the Sellers shall vest any employer matching contribution for all Continuing Employees as administratively practicable following of the Closing Date, the Company and the Acquiror shall discuss the transfer . As of the assets and liabilities relating to the account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s tax-qualified defined contribution plan a date (the “Company’s Account Transfer Date”) as soon as practicable after the Closing Date or, if later, the date as of which Continuing Employees become employees of the Purchaser, the Sellers shall cause to be transferred from the current 401(k) plan sponsored by the Sellers (the “Sellers’ 401(k) Plan”) to a defined contribution tax qualified section 401(k) plan sponsored or maintained by the Acquiror or one of its Affiliates Purchaser (the “AcquirorPurchaser’s 401(k) Plan”) cash or property reasonably acceptable to the Purchaser in an amount equal to the aggregate vested account balances of all Continuing Employees who are participants in the Sellers’ 401(k) Plan as of such Account Transfer Date (a the “Trust to Trust TransferTransferred Assets”), except that all promissory notes reflecting participant loans to Continuing Employees outstanding as of such Account Transfer Date shall be transferred in kind. Solely As of the Account Transfer Date, the Purchaser shall assume all liabilities applicable to Continuing Employees to the extent of the Transferred Assets. In the event any Company and Employee has a qualified domestic relations order pending or approved in respect of any Continuing Employee participating in the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the Company’s Sellers’ 401(k) Plan at the assets and liabilities relating time of transfer, all documentation concerning such qualified domestic relations order shall be assigned to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer of assets and liabilities and, effective as of the date of such transfer, to assume and fully perform the obligations of the Company’s 401(k) Plan relating to the accounts of the Transferred Employees whose balances were transferred to the AcquirorPurchaser’s 401(k) Plan. Such The Sellers and the Purchaser agree to cooperate fully with respect to any governmental filings, including but not limited to the filing of any Internal Revenue Service Form 5310A reporting obligations, information and procedures necessary to effect the transactions contemplated by this Section 6.5. Pending the transfer of assets the Transferred Assets, the accounts of the Continuing Employees shall remain in the trust fund for the Sellers’ 401(k) Plan and liabilities the Sellers shall consist cause the trustee of a transfer in kind the Sellers’ 401(k) Plan to pay any current benefits or make any distributions to Continuing Employees, including, without limitation, such benefits as may be payable to Continuing Employees on account of all such account balances and shall be conducted termination of employment with the Sellers, as they become due in accordance with the requirements of all applicable Laws, including Section 414(l) terms of the Code. To the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances under the Company’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s Sellers’ 401(k) Plan, . The Sellers and the Acquiror shall cause the Acquiror’s 401(k) Plan Purchaser agree to accept provide each other with such direct rollovers (including records and information as they may reasonably request relating to their respective obligations under this Section 6.5, subject to any promissory notes evidencing outstanding loan balances confidentiality restrictions under such plan)applicable Laws.

401(k) Plan. As soon as administratively practicable following the Closing Date, the Company and the Acquiror Seller shall discuss the effectuate a trust-to-trust transfer of the assets and liabilities relating to the account balances attributable of Transferred Employees (whether vested or unvested) under any plan that is intended to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s be a tax-qualified defined contribution retirement plan (collectively, the “Company’s Seller 401(k) Plan”) to a plan established by Opco for the benefit of the Transferred Employees that is intended to be a tax-qualified defined contribution retirement plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s Opco 401(k) Plan”) (a “Trust to Trust Transfer”). Solely to As soon as practicable after the extent Closing Date (but no later than thirty (30) days after the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company End Date) Seller shall cause to be transferred from the Company’s trustee of the Seller 401(k) Plan to value the assets and liabilities relating account of each Transferred Employee who participates in the Seller 401(k) Plan pursuant to the terms of such plan. As of such valuation date, Seller shall cause the trustee of the Seller 401(k) Plan to transfer assets equal in value to the amount credited to each such Transferred Employee Employee’s account balances under the Seller 401(k) Plan to the trust maintained under the Opco 401(k) Plan. Such transferred assets shall be in cash or other property as determined by Seller with the consent of Opco (including except the transferred assets shall also include any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer balances of assets and liabilities and, effective as of the date of such transfer, to assume and fully perform the obligations of the Company’s 401(k) Plan relating to the accounts of the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such account balances and shall be conducted subject to any qualified domestic relations order pursuant to Section 414(p) of the Code) and shall be transferred in accordance with the requirements of all applicable Laws, including Section 414(l) of the Code. To Prior to, and as a condition of, any transfer of assets, Seller and Opco shall provide the extent a Trust to Trust Transfer other with satisfactory evidence that its plan is not mutually agreed, tax-qualified within the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in meaning of Section 401(a)(31401(a) of the Code) . As of his or her account balances under the Company’s transfer date, the Opco 401(k) Plan (including any promissory notes evidencing outstanding loan balances shall have sole liability for the payment of benefits accrued by Transferred Employees under such plan) to the Acquiror’s 401(k) Plan, and the Acquiror shall cause the Acquiror’s Seller 401(k) Plan and transferred in respect of such Transferred Employees and neither the Seller 401(k) Plan nor the Seller or its Affiliates shall have any obligation to accept such direct rollovers Opco or with respect to employees of Opco with respect thereto (including any promissory notes evidencing outstanding loan balances under such planexcept to the extent Seller has made a mistake in the calculation and transfer of assets).. If Seller determines in its sole discretion to make a profit sharing contribution to the Seller 401(k) Plan for the

401(k) Plan. As soon as administratively practicable following Effective immediately prior to the Closing DateContribution Time, MusicCo will become sponsor of, and assume all liabilities with respect to, the 401(k) plan maintained by the Company and (the Acquiror shall discuss the transfer “401(k) Plan”). Each employee who, after Closing, remains an employee of the assets Company (each, an “Affected Employee”) and liabilities relating who has an account balance under the 401(k) Plan prior to the Contribution Time shall be 100% vested in such account balances attributable to effective at the Transferred EmployeesContribution Time, including notwithstanding any promissory notes evidencing outstanding loan balances, vesting schedule otherwise provided under the Company’s tax-401(k) Plan. Following the Closing, Buyer shall, in consultation with the trustee of its Code Sections 401(a) and 401(k) qualified defined contribution retirement plan (the “Company’s Buyer 401(k) Plan”) ), determine in good faith whether it is reasonably practical to a defined contribution plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s 401(k) Plan”) (a “Trust to Trust Transfer”). Solely to the extent the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred transfer directly from the Company’s 401(k) Plan the assets and liabilities relating to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer of assets and liabilities and, effective as of the date of such transfer, to assume and fully perform the obligations of the Company’s Buyer 401(k) Plan relating (i) the obligation under the 401(k) Plan for benefit payments to all Affected Employees and (ii) an amount of assets equal to the accounts aggregate account balances of all Affected Employees under the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such If Buyer determines such transfer to be reasonably practicable pursuant to the preceding sentence, it shall provide notice of such determination to MusicCo and within ninety (90) days following such notice, MusicCo shall direct the trustee of the 401(k) Plan to transfer directly from the 401(k) Plan to the Buyer 401(k) Plan (i) the obligation for benefit payments under the 401(k) Plan to all Affected Employees and (ii) an amount of assets equal to the aggregate account balances under the 401(k) Plan of all Affected Employees, in both cases valued as of the day immediately preceding the date of transfer. Assets shall be transferred in cash with the exception that outstanding loans of Affected Employees from the 401(k) Plan shall be transferred in-kind. Pending such transfer, MusicCo shall maintain the 401(k) Plan accounts of the Affected Employees on the same basis as other employees of MusicCo; provided, that, MusicCo will not seek to declare any loan in default as a result of the Affected Employee’s failure to make a required loan payment during the ninety (90) day period from the Contribution Time during which the transfer is pending. The Buyer 401(k) Plan will (i) provide that the Affected Employees are 100% vested in the amounts transferred from the 401(k) Plan (and any subsequent investment earnings on such amounts), (ii) accommodate the in-kind transfer of assets the outstanding loans and liabilities shall consist of a transfer in kind of all honor such account balances and shall be conducted loans in accordance with the requirements of all applicable Lawstheir terms, including and (iii) provide for such other benefits, rights and features as required in order to satisfy Section 414(l411(d)(6) of the Code. To The parties shall cooperate in making all filings and delivering all notices required in connection with the extent a Trust to Trust Transfer is not mutually agreed, the Acquiror and the Company shall each take all actions necessary to provide that Transferred Employees who so elect may make a direct rollover (as described in Section 401(a)(31) of the Code) of his or her account balances under the Company’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s 401(k) Plan, and the Acquiror shall cause the Acquiror’s 401(k) Plan to accept such direct rollovers (including any promissory notes evidencing outstanding loan balances under such plan)foregoing transfer.

401(k) Plan. As soon as administratively practicable after and effective as of the day following the Closing Date, the Company and the Acquiror Purchaser or one of its affiliates shall discuss the transfer of the assets and liabilities relating to the account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s tax-qualified adopt or designate a defined contribution plan (the “Company’s 401(k) Purchaser Qualified Defined Contribution Plan”) to a defined contribution plan sponsored or maintained by the Acquiror or one of its Affiliates (the “Acquiror’s 401(k) Plan”) (a “Trust to Trust Transfer”). Solely to the extent the Company and the Acquiror mutually agree to effect a Trust to Trust Transfer, the Company shall cause to be transferred from the Company’s 401(k) Plan the assets and liabilities relating to the Transferred Employee account balances (including any promissory notes evidencing outstanding loan balances) and the Acquiror shall cause the Acquiror 401(k) Plan to accept such transfer of assets and liabilities and, effective as of the date of such transfer, to assume and fully perform the obligations of the Company’s 401(k) Plan relating to the accounts of that covers the Transferred Employees whose balances were transferred to the Acquiror’s 401(k) Plan. Such transfer of assets and liabilities shall consist of a transfer in kind of all such account balances and shall be conducted in accordance with meets the requirements of all applicable Laws, including Section 414(l401(a) of the Code. To As soon as practicable after the extent Closing Date, Purchaser shall permit each Transferred Employee participating in the Seller Retirement Savings Plan (the “Seller Qualified Defined Contribution Plan”) to effect, and Purchaser agrees to cause the Purchaser Qualified Defined Contribution Plan to accept, in accordance with Applicable Law, a Trust “direct rollover” to Trust Transfer the Purchaser Qualified Defined Contribution Plan of each Transferred Employee’s account balance (including earnings thereon through the date of transfer, and promissory notes evidencing all outstanding loans) under the Seller Qualified Defined Contribution Plans if such rollover is not mutually agreedelected in accordance with Applicable Law by such Transferred Employee, subject to each of Seller and Purchaser’s reasonable satisfaction that the Acquiror Seller Qualified Defined Contribution Plan or the Purchaser Qualified Defined Contribution Plan, as applicable, is in compliance with all Applicable Laws and that such plan continues to satisfy the Company shall each take all actions necessary to provide requirements for a qualified plan under Section 401(a) of the Code and that Transferred Employees who so elect may make the trust that forms a direct rollover (as described in part of such plan is exempt from tax under Section 401(a)(31501(a) of the Code) . Upon completion of his or her a direct rollover of a Transferred Employee’s account balances, as described in this Section 6.02(b), Purchaser and the Purchaser Qualified Defined Contribution Plans shall be fully responsible for the account balances rolled over in such manner, provided that Seller shall indemnify and hold Purchaser, its affiliates and the Purchaser Qualified Defined Contribution Plan harmless from and against any liability that may result from any claim for any benefit alleged to be payable under the Company’s 401(k) Seller Qualified Defined Contribution Plan (including arising out of the failure by Seller or any promissory notes evidencing outstanding loan balances under such plan) other affiliate of Seller to administer the Acquiror’s 401(k) Plan, and the Acquiror shall cause the Acquiror’s 401(k) Seller Qualified Defined Contribution Plan to accept such direct rollovers (including any promissory notes evidencing outstanding loan balances under such plan)in compliance with Applicable Law.