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 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. The Group B Sellers shall, or shall cause the U.S. Companies to take (or cause to be taken), all actions necessary or appropriate to terminate the 401(k) Plan, effective no later than the Business Day immediately preceding the Closing Date, unless the Buyers provide the Group B Seller Representative with written notice not to terminate the 401(k) Plan at least ten (10) days before the Closing Date. If the Group B Sellers are required to terminate the 401(k) Plan, then the Group B Sellers shall provide, or cause the U.S. Companies to provide, to the Buyers prior to the Closing Date written evidence of the termination of the 401(k) Plan (the form and substance of which resolutions shall be subject to the prior review and approval (not to be unreasonably withheld or delayed) of the Buyers). Effective as of the Closing Date, the Buyers shall have in effect a defined contribution plan that is qualified under Section 401(a) of the Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Buyer Savings Plan”) in which the Continuing Employees shall be eligible to participate. 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 Buyers shall cause the Acquiror Buyer Savings Plan to permit each Continuing Employee who is a participant in the 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 balance(s) thereunder into the Company’s Buyer Savings Plan. The Group B Sellers shall, or shall cause the U.S. Companies to take (or cause to be taken), such other actions in furtherance of terminating the 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such planas the Buyers may reasonably require at the Buyers’ sole cost and expense. The Group Companies shall use commercially reasonable efforts to obtain from the administrator of the 401(k) Plan and provide to the Acquiror’s Buyers such information regarding liquidation charges, surrender charges or other fees imposed by the 401(k) Plan in connection with termination of the 401(k) Plan and any other information regarding the 401(k) Plan, and in each case, as 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)Buyers may reasonably request in writing.

401(k) Plan. As soon expeditiously as administratively practicable following possible after the Closing Date, the Buyer shall cause Company and the Acquiror shall discuss the transfer of the assets and liabilities relating Employees to the account balances attributable be eligible to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Company’s participate in a tax-qualified defined contribution plan maintained by Buyer (the “CompanyBuyer’s 401(k) Savings Plan”) to the extent consistent with such plan’s terms, including eligibility requirements. The Member shall provide such information as is reasonably necessary to allow Buyer to enroll the Company Employees in Buyer’s Savings Plan. The parties shall effectuate a defined contribution plan sponsored or maintained by trust-to-trust transfer of the Acquiror or one account balances of its Affiliates Company Employees under the Member’s Profit Sharing and Retirement Plan (the “AcquirorMember’s 401(k) Savings Plan”) (a “Trust to Trust Transfer”)Buyer’s Savings Plan designated by Buyer, as follows. Solely to As soon as practicable after the extent Closing, but no later than 180 days after the Company and the Acquiror mutually agree to effect a Trust to Trust TransferClosing, 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 Member shall cause the Acquiror 401(k) account of each Company Employee who participates in Member’s Savings Plan to accept such transfer be valued pursuant to the terms of assets and liabilities and, effective as of the date Member’s Savings Plan. As of such transfervaluation date, to assume and fully perform the obligations of the Company’s 401(k) Plan relating assets equal in value to the accounts of the Transferred Employees whose balances were amount credited to each such Company Employee’s account under Member’s Savings Plan will be transferred to the Acquirortrust maintained under Buyer’s 401(k) Savings Plan. Such transfer of transferred 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 cash (as described in Section 401(a)(31) of the Code) of his or her account balances under the Company’s 401(k) Plan (including except for any promissory notes evidencing outstanding loan balances under such plan) to of the Acquiror’s 401(k) PlanCompany Employees, which shall be transferred in kind), and shall be in accordance with Section 414(1) of the Acquiror Code. Prior to, and as a condition of, any transfer of assets each party shall cause provide the Acquirorother with satisfactory evidence that its plan is tax-qualified within the meaning of Section 401(a) of the Code. As of the transfer date, Buyer’s 401(k) Savings Plan to accept will have sole liability for the payment of benefits accrued by the Company Employees under Member’s Savings Plan and transferred in respect of such direct rollovers (including any promissory notes evidencing outstanding loan balances under such plan)employees.

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.

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 of the Closing Date, Buyer shall maintain a tax qualified defined contribution retirement plan (the “Buyer 401(k) Plan”) for the benefit of those Continuing Employees who shall elect to participate in the Buyer 401(k) Plan. As soon as administratively reasonably practicable on or following the Closing Date, Buyer shall, for those Continuing Employees who elect to participate in the Company and the Acquiror shall discuss the transfer of the assets and liabilities relating Buyer 401(k) Plan, allow such Continuing Employees to make a “direct rollover” to the Buyer 401(k) Plan of any account balances attributable to the Transferred Employees, including any promissory notes evidencing outstanding loan balances, balance under the CompanySeller’s tax-or its Affiliate’s tax qualified defined contribution retirement plan (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 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 Buyer shall cause the Acquiror Buyer 401(k) Plan to accept as rollover contributions, all account balances (which shall include any vested employer contributions accrued through the Closing Date and all outstanding loans; provided that the Continuing Employee initiates a direct rollover within thirty (30) days of the Closing Date or such transfer other reasonable time as required by the third-party administrator of assets and liabilities and, effective the Seller 401(k) Plan) under the Seller 401(k) Plan as of the valuation date of immediately preceding such transferrollover, subject 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 provisions of all such plans and applicable Laws, including Section 414(lLaw. The Seller 401(k) Plan shall permit rollover distributions of any Continuing Employees who have incurred a termination of employment or otherwise have a distributable event. Effective as of the Code. To the extent a Trust to Trust Transfer is not mutually agreedClosing, the Acquiror and the Company Seller shall, or shall each take cause its Affiliates to, cause all actions necessary to provide that Transferred Continuing Employees who so elect may make a direct rollover (as described participate in Section 401(a)(31any Seller 401(k) of Plan prior to the Code) of his or her Closing to become fully vested in all account balances under the Company’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s Seller 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 as administratively practicable following practicable, and in any event within forty-five (45) days after the Closing Date, the Company Purchaser shall establish or designate a defined contribution pension plan (or plans) and the Acquiror shall discuss the transfer trust (or trusts) intended to qualify under Sections 401(a) and 501(a) of the assets and liabilities relating Code (such plan or plans referred to as “Purchaser’s Union Savings Plan”) in which Union Employees who are employed by the Companies immediately after the Closing Date shall be eligible to participate as of the later of the Closing Date or the effective date of Purchaser’s Savings Plan. Each such Union Employee shall be afforded the option of rolling over his or her account balance (if any) under the Parent Savings Plan into the Purchaser’s Union Savings Plan, including any outstanding loan balances attributable to such accounts. Any such rollovers may be in the Transferred Employeesform of cash or other property, including any as Parent and Purchaser shall mutually agree prior to such rollover (which Purchaser agrees shall include promissory notes evidencing loans from the Parent Savings Plan to such Union Employees that are outstanding on the Closing Date). Prior to such rollover, Purchaser will provide Parent with such documents and other information as Parent shall reasonably request to assure itself that Purchaser’s Union Savings Plan and the trust or trusts established pursuant thereto (i) provide for voluntary participant after-tax contributions and (ii) contain participant loan balancesprovisions and procedures necessary to effect the orderly transfer of participant loan balances associated with the rollover. Notwithstanding anything in this Article IX to the contrary, under no such rollover shall take place unless and until Parent has received written evidence of the Companyadoption of Purchaser’s tax-qualified defined contribution plan Union Savings Plan and the trust (the “Company’s 401(kor trusts) Plan”thereunder by Purchaser and either (A) to a defined contribution plan sponsored copy of a favorable determination letter or maintained opinion letter issued by the Acquiror IRS and satisfactory to Parent’s counsel with respect to Purchaser’s Union Savings Plan or one (B) an opinion, satisfactory to Parent’s counsel, of its Affiliates (the “AcquirorPurchaser’s 401(k) Plan”) (a “Trust to Trust Transfer”). Solely counsel to the extent effect that the Company terms of Purchaser’s Union Savings Plan 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 balancesits related trust or trusts qualify in form under Sections 401(a) 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(l501(a) of the Code. To Purchaser and Parent shall provide each other with such records and information as may be necessary or appropriate to carry out their obligations under this Section 9.01(c)(v) for 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) purposes of the Code) administration of his or her account balances under the CompanyPurchaser’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s 401(k) Union Savings 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 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.