Common use of 401(k) Plan Clause in Contracts

401(k) Plan. 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 (“Seller’s 401(k) Plan”) to effect, and Buyer or a Buyer Corporation agrees to cause Buyer’s 401(k) Plan to accept, in accordance with applicable law, a “direct rollover” (within the meaning of 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 Seller’s 401(k) Plan if such rollover 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 Asset 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 requirements for a qualified plan under Section 401(a) of the Code 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 past service of such Transferred Employee and none of Ashland, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any liability whatsoever with respect to such benefits.

401(k) Plan. (a) If requested by the Buyer or a Buyer Corporation maintains or establishes a defined contribution plan that includes a qualified cash or deferred arrangement within at least ten (10) Business Days prior to the meaning of Section 401(k) of Closing Date, the Code Company shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Plan (the “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 (“Seller’s Company 401(k) Plan”) to effectbe terminated, effective as of no later than the day immediately preceding the Closing Date, and contingent upon the occurrence of the Closing, and provide that participants in the Company 401(k) Plan shall become fully vested in any unvested portion of their Company 401(k) Plan accounts as of the date such plan is terminated. If such request to terminate the Company 401(k) Plan is made, the Company shall provide the Buyer with evidence that the Company 401(k) Plan has been terminated (effective no later than immediately prior to the Closing Date and contingent on the Closing) pursuant to resolutions of Company or its applicable Subsidiary. The form and substance of such resolutions shall be subject to prior review and reasonable comment by the Buyer. (b) If the Company 401(k) Plan is terminated, the Buyer shall designate a tax-qualified defined contribution retirement plan with a cash or deferred arrangement that is sponsored by Buyer or a one of its Affiliates (the “Buyer Corporation agrees to 401(k) Plan”) that will cover eligible Continuing Employees effective as of, or as soon as administratively practicable following, the Closing Date, but not later than the thirtieth (30th) day following the Closing Date. In connection with the termination of the Company 401(k) Plan, the Buyer shall cause Buyer’s the Buyer 401(k) Plan to accept, in accordance with applicable law, a accept from the Company 401(k) Plan the “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of his or her account balances balance (including earnings thereon through the date in-kind rollover of transfer and promissory notes evidencing all outstanding loansloans that are not in default) under Seller’s of each Continuing Employee who participated in the Company 401(k) Plan if as of the date such plan is terminated and who elects such direct rollover to Buyer’s in accordance with the terms of the Company 401(k) Plan is elected in accordance with applicable law by such Transferred Employee, subject to each of Ashland’s or the Asset 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 requirements for a qualified plan under Section 401(a) of the Code 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 past service of such Transferred Employee and none of Ashland, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any liability whatsoever with respect to such benefits.

401(k) Plan. If Buyer or a Buyer Corporation maintains or establishes a 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 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 (“SellerCompany’s 401(k) Plan”) to effecta 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, and Buyer or a Buyer Corporation agrees the Company shall cause to cause Buyerbe transferred from the Company’s 401(k) Plan the assets and liabilities relating to acceptthe 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 lawLaws, 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” rollover (within the meaning of as described in Section 401(a)(31) of the Code) of his or her account balances (including earnings thereon through under the date of transfer and promissory notes evidencing all outstanding loans) under SellerCompany’s 401(k) Plan if (including any promissory notes evidencing outstanding loan balances under such rollover plan) 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 Asset Selling Corporation’s and Buyer’s reasonable satisfaction that Seller’s 401(k) Plan or BuyerAcquiror’s 401(k) Plan, as applicable, is in compliance with all applicable Laws and that such plan continues to satisfy the requirements for a qualified plan under Section 401(a) of Acquiror shall cause the Code 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 BuyerAcquiror’s 401(k) Plan shall be fully responsible for all benefits relating to past service of accept such Transferred Employee and none of Ashland, the Asset Selling Corporations and Seller’s 401(k) Plan shall have direct rollovers (including any liability whatsoever with respect to promissory notes evidencing outstanding loan balances under such benefitsplan).

401(k) Plan. 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 such Buyer Corporation shall permit each Transferred Employee participating in a Retained U.S. 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 (“Seller’s 401(k) Plan”) to effect, and Buyer or a Buyer Corporation agrees to cause Buyer’s 401(k) Plan to accept, in accordance with applicable lawLaw, a “direct rollover” (within the meaning of 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 Seller’s 401(k) Plan if such rollover to Buyer’s 401(k) Plan is elected in accordance with applicable law Law by such Transferred Employee, subject to each of AshlandSeller’s or the Asset 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 requirements for a qualified plan under Section 401(a) of the Code and that the trust that forms a part of such plan is exempt from tax 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)8.11, Buyer or a Buyer Corporation and Buyer’s 401(k) Plan shall be fully responsible for all benefits relating to past service of such Transferred Employee and none of AshlandSeller, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any liability Liability whatsoever with respect to such benefits.

401(k) Plan. If Buyer (a) Effective not later than the Closing Date, US Bidco shall have in effect one or more defined contribution plans that include a Buyer Corporation maintains qualified cash or establishes 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 applicable, the “Purchaser 401(k) Plan”). US Bidco shall use commercially reasonable efforts to allow each Business Employee participating in a 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 (a “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 (“Seller’s 401(k) Plan”) immediately prior to effect, and Buyer or the Closing Date to become a Buyer Corporation agrees participant in the corresponding Purchaser 401(k) Plan as of the Closing Date in accordance with the terms of the Purchaser 401(k) Plan. (b) US Bidco shall use commercially reasonable efforts to cause Buyer’s the Purchaser 401(k) Plan to accept, in accordance with applicable law, allow each Business Employee to make a “direct rollover” (within to the meaning of Section 401(a)(31Purchaser 401(k) Plan of the Code) of his or her account balances of such Business Employee (including earnings thereon through the date of transfer and promissory notes evidencing all any outstanding loans) under Seller’s the Seller 401(k) Plan in which such Business Employee participated prior to the Closing if such rollover to Buyer’s Seller 401(k) Plan permits such a direct rollover and if such direct rollover is elected in accordance with applicable law Law by such Transferred Business Employee. The rollovers described herein shall comply with applicable Law, subject to and each of Ashland’s or the Asset Selling Corporation’s Party shall make all filings 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 requirements for a qualified plan under Section 401(a) of the Code and that the trust that forms a part take any actions required of such plan is exempt from tax Party under Section 501(a) of the Code. Upon completion of a direct rollover of a Transferred Employee’s account balances, as described applicable Law 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 past service of such Transferred Employee and none of Ashland, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any liability whatsoever with respect to such benefitsconnection therewith.

401(k) Plan. 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 such Buyer Corporation shall (i) 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 (“Seller’s 401(k) Plan”) to effect, and Buyer or a Buyer Corporation agrees to cause Buyer’s 401(k) Plan to accept, in accordance with applicable lawLaw, a “direct rollover” (within the meaning of 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) in the form of cash (other than such promissory notes or loans, which shall be transferred in kind) under Seller’s 401(k) Plan if such rollover to Buyer’s 401(k) Plan is elected in accordance with applicable law Law by such Transferred Employee, subject (ii) at Buyer’s request, Seller shall cause the trustees of Seller’s 401(k) Plan to transfer in the form of cash, in accordance with 414(l) of the Code, Treasury Regulation Section 1.414(l)-1 and Section 208 of ERISA, the full account balances (including earnings thereon through the date of transfer) of each Transferred Employee, subject, in the case of each of clauses (i) and (ii), to each of AshlandSeller’s or the Asset 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 requirements for a qualified plan under Section 401(a) of the Code 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)8.11, Buyer or a Buyer Corporation and Buyer’s 401(k) Plan shall be fully responsible for all benefits relating to past service of such Transferred Employee and none of AshlandSeller, the Asset Selling Corporations and Seller’s 401(k) Plan shall have any liability whatsoever with respect to such benefits. Notwithstanding Section 7.2(b)(iv), Seller shall be permitted to amend Seller’s 401(k) Plan as necessary in order to permit the actions contemplated by this Section 8.11.