Common use of 401(k) Plan Clause in Contracts

401(k) Plan. As soon as 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, a list of the employees of Buyer after the Closing Date who were participants in or otherwise entitled to benefits under the Seller's Plan, as of the Closing Date, together with a list of each such employee's term of service for eligibility and vesting purposes under the 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 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 execute whatever actions and make whatever arrangements may be necessary to permit the periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to the Seller's Plan.

401(k) Plan. As soon as 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 administratively practicable following the Closing Date, a list the Company and the Acquiror shall discuss the transfer of the employees of Buyer after assets and liabilities relating to the Closing Date who were participants in or otherwise entitled account balances attributable to benefits the Transferred Employees, including any promissory notes evidencing outstanding loan balances, under the Seller's 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 Closing Datedate of such transfer, together 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 list 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 each such employee's term the Code) of service for eligibility and vesting purposes his or her account balances under the Seller's Company’s 401(k) Plan (including any promissory notes evidencing outstanding loan balances under such plan) to the Acquiror’s 401(k) Plan, and a listing of the Acquiror shall cause the Acquiror’s 401(k) Plan to accept such employee's account balance thereunder, and Buyer and Seller agree to provide one another with direct rollovers (including any promissory notes evidencing outstanding loan balances under such additional information in the 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 execute whatever actions and make whatever arrangements may be necessary to permit the periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to the Seller's Planplan).

401(k) Plan. (i) On the Closing Date or as soon as practicable thereafter, Seller shall (A) cause the trustee of the Ohio Indemnity Company 401(k) and Profit Sharing Plan (the “Seller 401(k) Plan”) to 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 as soon as practicable thereafter, Purchaser shall, or shall cause its Affiliates to, (A) establish or designate an individual account plan for the benefit of the Affected Employees (the “Company 401(k) Plan”), (B) take all necessary action to qualify such Company 401(k) Plan under the applicable provisions of the Tax Code and (C) make any and all filings and submissions to the appropriate governmental agencies required to be made by Purchaser or any of its Affiliates in connection with the transfer of assets described below. As soon as practicable after following the Closing Date, earlier of the delivery to Seller agrees to take any and all actions necessary to identify Buyer as of a "participating employer" under favorable determination letter from the Navigant Consulting, Inc. IRS regarding the qualified status of the Company 401(k) Plan ("Seller's Plan")or the issuance of indemnities satisfactory to Seller and Purchaser, 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 Seller 401(k) Plan to make transfer in the plan-to-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 in an amount equal to the Total Transfer Amount described herein, Purchaser and its ERISA Affiliates shall, effective 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 transferdate of transfer described herein, assume all of the obligations of Seller and (ii) Seller has completed the allocation any of investment earnings on, and reconciliation its ERISA Affiliates in respect of the account balances accumulated by the Affected Employees under the Seller 401(k) Plan (exclusive of participants and beneficiaries in any portion of such account balances which are paid or otherwise withdrawn prior to the Seller's Plan as date of the monthly valuation date occurring on, transfer described herein) on or immediately preceding, the Transfer Date, provided that such Transfer Date shall occur no later than February 1, 2001. Seller agrees prior to prepare and provide to Buyer, as soon as practicable following the Closing Date. For purposes of this Section 6.5, a list “ERISA Affiliate” of the employees of Buyer after the Closing Date who were participants in or otherwise entitled to benefits under the Seller's Plan, as of the Closing Dateany entity shall mean any other entity that, together with such entity, would be treated as a list of each such employee's term of service for eligibility and vesting purposes single employer under the 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 possession of one company and not already in the possession Section 414 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 execute whatever actions and make whatever arrangements may be necessary to permit the periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to the Seller's PlanTax Code.

401(k) Plan. With respect to the Sellers’ current 401(k) plan, the Sellers shall vest any employer matching contribution for all Continuing Employees as of the Closing Date. As of a date (the “Account Transfer Date”) as soon as practicable after the Closing DateDate or, Seller agrees if later, the date as of which Continuing Employees become employees of the Purchaser, the Sellers shall cause to take any and be transferred from the current 401(k) plan sponsored by the Sellers (the “Sellers’ 401(k) Plan”) to a tax qualified section 401(k) plan sponsored by the Purchaser (the “Purchaser’s 401(k) Plan”) cash or property reasonably acceptable to the Purchaser in an amount equal to the aggregate vested account balances of all actions necessary to identify Buyer as a "participating employer" under Continuing Employees who are participants in the Navigant Consulting, Inc. Sellers’ 401(k) Plan as of such Account Transfer Date ("Seller's Plan"the “Transferred Assets”), except that all promissory notes reflecting participant loans to Continuing Employees outstanding as of such Account Transfer Date shall be transferred in kind. 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 Employee has a qualified domestic relations order pending or approved in respect of any Continuing Employee participating in the Sellers’ 401(k) Plan at the time of transfer, all documentation concerning such qualified domestic relations order shall be assigned to the Purchaser’s 401(k) Plan. The Sellers and the Purchaser agree to notify 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 the Transferred Assets, the accounts of the Continuing Employees shall remain in the trust fund for the Sellers’ 401(k) Plan and the Sellers shall cause the trustee and of the Sellers’ 401(k) Plan to pay any other necessary party current benefits or make any distributions to Continuing Employees, including, without limitation, such benefits as may be payable to Continuing Employees on account of such designation. As a participating employer under Seller's Plantermination of employment with the Sellers, Buyer shall assume the responsibility for making contributions as they become due to the Seller's Plan on behalf of employees of Buyer after the Closing Date in accordance with the terms of Seller's the Sellers’ 401(k) 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 Sellers 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, a list of the employees of Buyer after the Closing Date who were participants in or otherwise entitled to benefits under the Seller's Plan, as of the Closing Date, together with a list of each such employee's term of service for eligibility and vesting purposes under the Seller's Plan, and a listing of such employee's account balance thereunder, and Buyer and Seller Purchaser agree to provide one another each other with such additional records and information in the possession of one company and not already in the possession of the other as they may be reasonably requested by either of them and necessary in order for Buyer request relating to establish and administer the transferred account balances of such employees. In additiontheir respective obligations under this Section 6.5, with respect subject 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 execute whatever actions and make whatever arrangements may be necessary to permit the periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to the Seller's Planconfidentiality restrictions under applicable Laws.

401(k) Plan. As expeditiously as possible after the Closing Date, Buyer shall cause Company Employees to be eligible to participate in a tax-qualified defined contribution plan maintained by Buyer (“Buyer’s 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 trust-to-trust transfer of the account balances of Company Employees under the Member’s Profit Sharing and Retirement Plan (“Member’s Savings Plan”) to Buyer’s Savings Plan designated by Buyer, as follows. As soon as practicable after the Closing DateClosing, Seller agrees but no later than 180 days after the Closing, the Member shall cause the account of each Company Employee who participates in Member’s Savings Plan to take be valued pursuant to the terms of Member’s Savings Plan. As of such valuation date, assets equal in value to the amount credited to each such Company Employee’s account under Member’s Savings Plan will be transferred to the trust maintained under Buyer’s Savings Plan. Such transferred assets shall be in cash (except for any and all actions necessary to identify Buyer as a "participating employer" under promissory notes evidencing outstanding loan balances of the Navigant ConsultingCompany Employees, Inc. 401(k) Plan ("Seller's Plan"which shall be transferred in kind), 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 be in accordance with Section 414(1) of the terms of Seller's PlanCode. Prior to, until such time and as a plan-to-plan condition of, any transfer of assets occurs in accordance each party shall provide the other with this Section 7.11. Buyer agrees to establish a defined contribution satisfactory evidence that its plan which is tax-qualified under within the meaning of Section 401(a) of the Code ("Code. As of the transfer date, 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 ’s Savings 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 will have sole liability for the monthly valuation date occurring on, or immediately before, payment of benefits accrued by 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 Company Employees under Member’s Savings Plan and transferred in respect 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, a list of the employees of Buyer after the Closing Date who were participants in or otherwise entitled to benefits under the Seller's Plan, as of the Closing Date, together with a list of each such employee's term of service for eligibility and vesting purposes under the 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 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 execute whatever actions and make whatever arrangements may be necessary to permit the periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to the Seller's Plan.

401(k) Plan. As soon as practicable practicable, and in any event within forty-five (45) days 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 Purchaser 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 or designate a defined contribution pension plan which is qualified (or plans) and trust (or trusts) intended to qualify under Section Sections 401(a) and 501(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 or plans referred to as “Purchaser’s Union Savings Plan”) in which Union Employees who are employees of Buyer employed by the Companies immediately 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 shall be eligible to participate as of the later of the Closing Date or the effective date of Purchaser’s Savings Plan. Each such date but not yet contributed to Union Employee shall be afforded the Seller's Plan, but including amounts contributed but not yet allocated to option of rolling over his or her account balance (if any) under the accounts of such employees). The Total Transfer Amount shall take Parent Savings Plan into consideration any distributions, in-service withdrawals or participant loans received by such employees from the Seller's Purchaser’s Union Savings Plan, including any outstanding loan balances attributable to such distributionsaccounts. Any such rollovers may be in the form of cash or other property, withdrawals or as Parent and Purchaser shall mutually agree prior to such rollover (which Purchaser agrees shall include promissory notes evidencing loans received after from the Parent Savings Plan to such Union Employees that are outstanding on the Closing Date). The Total Transfer Amount Prior to such rollover, Purchaser will provide Parent with such documents and other information as Parent shall be transferred reasonably request to assure itself that Purchaser’s Union Savings Plan and the Buyer's Plan entirely (1) in cash trust 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 trusts established pursuant thereto (i) Buyer has established the Buyer's Plan and the trustee of the Buyer's Plan is prepared to accept such transfer, provide for voluntary participant after-tax contributions and (ii) Seller contain participant loan provisions 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, no such rollover shall take place unless and until Parent has completed the allocation of investment earnings on, and reconciliation received written evidence of the account balances adoption of participants Purchaser’s Union Savings Plan and beneficiaries the trust (or trusts) thereunder by Purchaser and either (A) a copy of a favorable determination letter or opinion letter issued by the IRS and satisfactory to Parent’s counsel with respect to Purchaser’s Union Savings Plan or (B) an opinion, satisfactory to Parent’s counsel, of Purchaser’s counsel to the effect that the terms of Purchaser’s Union Savings Plan and its related trust or trusts qualify in the Seller's Plan as form under Sections 401(a) and 501(a) of the monthly valuation date occurring on, or immediately preceding, the Transfer Date, provided that such Transfer Date Code. Purchaser and Parent shall occur no later than February 1, 2001. Seller agrees to prepare and provide to Buyer, as soon as practicable following the Closing Date, a list of the employees of Buyer after the Closing Date who were participants in or otherwise entitled to benefits under the Seller's Plan, as of the Closing Date, together with a list of each such employee's term of service for eligibility and vesting purposes under the Seller's Plan, and a listing of such employee's account balance thereunder, and Buyer and Seller agree to provide one another other with such additional records and information in the possession of one company and not already in the possession of the other as may be reasonably requested by either necessary or appropriate to carry out their obligations under this Section 9.01(c)(v) for the purposes of them and necessary in order for Buyer to establish and administer the transferred account balances administration 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 execute whatever actions and make whatever arrangements may be necessary to permit the periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to the Seller's Purchaser’s Union Savings Plan.

401(k) Plan. As soon as practicable after and effective as of the day following the Closing Date, Purchaser or one of its affiliates shall adopt or designate a defined contribution plan (the “Purchaser Qualified Defined Contribution Plan”) that covers the Transferred Employees and meets the requirements of Section 401(a) of the Code. As soon as practicable after the 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 take any and all actions necessary cause the Purchaser Qualified Defined Contribution Plan to identify Buyer as a "participating employer" under the Navigant Consultingaccept, 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 Applicable Law, a “direct rollover” to the terms Purchaser Qualified Defined Contribution Plan of Seller's Planeach Transferred Employee’s account balance (including earnings thereon through the date of transfer, until and promissory notes evidencing all outstanding loans) under the Seller Qualified Defined Contribution Plans if such time as a plan-to-plan transfer of assets occurs rollover is elected in accordance with this Section 7.11. Buyer agrees Applicable Law by such Transferred Employee, subject to establish each of Seller and Purchaser’s reasonable satisfaction that the 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 requirements for a defined contribution qualified plan which is qualified under Section 401(a) of the Code ("Buyer's Plan"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 6.02(b), effective no later than December 31, 2000. In accordance with Purchaser and 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" Purchaser Qualified Defined Contribution Plans shall be an amount equal to fully responsible for the account balances in Seller's Plan attributable to the participants rolled over 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 Datemanner, provided that such Transfer Date Seller shall occur no later than February 1indemnify and hold Purchaser, 2001. 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 Seller agrees to prepare and provide to Buyer, as soon as practicable following the Closing Date, a list Qualified Defined Contribution Plan arising out of the employees failure by Seller or any other affiliate of Buyer after the Closing Date who were participants in or otherwise entitled Seller to benefits under the Seller's Plan, as of the Closing Date, together with a list of each such employee's term of service for eligibility and vesting purposes under the 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 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, Seller Qualified Defined Contribution Plan in compliance 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 execute whatever actions and make whatever arrangements may be necessary to permit the periodic repayment of such loan amounts through payroll deduction and the remittance of the loan payments and salary deferral contributions to the Seller's PlanApplicable Law.