Common use of 401(k) Plan Clause in Contracts

401(k) Plan. (a) If requested by the Buyer at least ten (10) Business Days prior to the Closing Date, the Company shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Plan (the “Company 401(k) Plan”) to be 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 one of its Affiliates (the “Buyer 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 the Buyer 401(k) Plan to accept from the Company 401(k) Plan the “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not in default) of each Continuing Employee who participated in the Company 401(k) Plan as of the date such plan is terminated and who elects such direct rollover in accordance with the terms of the Company 401(k) Plan and the Code.

401(k) Plan. (aAs of the Closing Date, all Continuing Employees will be fully vested in their account balances under the applicable defined contribution plan and trusts intended to qualify under Section 401(a) If requested by of the Buyer at least ten (10) Business Days Code that they participate in prior to the Closing Date, the Company shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Plan (the “Company Seller 401(k) PlanPlans”) to be terminated, effective as of no later than the day immediately preceding the Closing Date, and contingent upon the occurrence of ). Promptly following the Closing, and provide that participants in Seller shall make to the Company Seller 401(k) Plan shall become fully vested in any unvested portion of their Company 401(k) Plan accounts Plans all employee contributions and certain other discretionary contributions as of set forth on Schedule 7.10 with respect to 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 Continuing Employees employment service rendered prior to the Closing Date and contingent on (the Closing) pursuant to resolutions “Equivalent Contributions”). As 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 terminatedClosing Date, the Buyer shall designate maintain a tax-qualified defined contribution retirement plan with a cash or deferred arrangement that is sponsored by Buyer or one intended to qualify under Section 401(a) of its Affiliates the Code (the “Buyer 401(k) Plan”) that will cover eligible for the benefit of those Continuing Employees effective as of, or as who shall elect and are eligible to participate in the Buyer 401(k) Plan. As soon as administratively reasonably practicable following, on or following the Closing Date, but not in no event later than the thirtieth sixty (30th60) day days following the Closing Date. In connection with , Buyer shall, for those Continuing Employees who elect and are eligible to participate in the termination of the Company Buyer 401(k) Plan, allow such Continuing Employees to make a “direct rollover” to the Buyer 401(k) Plan of any account balance under a Seller 401(k) Plan, and Buyer shall cause the Buyer 401(k) Plan to accept from as rollover contributions, all account balances (which shall include any vested employer contributions accrued (or the Company Equivalent Contribution therefor) through the Closing Date and all outstanding loans; provided, that (i) the Continuing Employee initiates a direct rollover within sixty (60) days following the Closing Date or such other reasonable time as required by the third-party administrator of a Seller 401(k) Plan the “direct rollover” of the account balance and (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not in defaultii) of each any Continuing Employee who participated in the Company has an outstanding loan under a Seller 401(k) Plan as of must elect to roll over such Continuing Employee’s entire balance into the date Buyer 401(k) Plan in order to also roll over such plan is terminated loan into the Buyer 401(k) Plan), subject to and who elects such direct rollover in accordance with the terms provisions of the Company such plans and applicable Law. The Seller 401(k) Plan Plans shall permit rollover distributions consistent with this Section 7.10 for any Continuing Employees who have incurred a termination of employment or otherwise have a distributable event. The Parties agree to cooperate in good faith and to take all necessary and appropriate actions to ensure that loans held by Continuing Employees under the CodeSeller 401(k) Plans do not default, offset or otherwise require repayment (other than pursuant to the payment schedule in effect for such loan) as a result of, or in connection with, the transactions contemplated by this Agreement.

401(k) Plan. (a) If requested by the Buyer Xxxxx at least ten (10) five Business Days prior to the Closing Date, the Company shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Plan Company’s tax-qualified defined contribution 401(k) retirement plan (the “Company 401(k) Plan”) to be 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 SubsidiaryCompany. The form and substance of such resolutions shall be subject to prior review and reasonable comment by the BuyerXxxxx. (b) If such request to terminate the Company 401(k) Plan is made, the Company shall, consistent with past practice, make all employer matching and nonelective contributions to eligible Continuing Employees for the plan year in which the plan termination is effective, taking into account such Continuing Employees’ elective deferrals (in the case of matching contributions) and plan compensation (in the case of nonelective contributions), through the plan termination date, notwithstanding any last-day-of-year employment requirement or hours of service requirements. (c) 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 one of its Affiliates (the “Buyer 401(k) Plan”) that will cover eligible Continuing Employees effective as of, or as soon as administratively practicable following, the Closing Date. If such termination of the Company 401(k) Plan results in a period of time longer than 14 calendar days during which Continuing Employees may not contribute to either the Company 401(k) Plan or the Buyer 401(k) Plan, but not later than Buyer shall take appropriate actions to ensure that Continuing Employees are made whole for any lost opportunity during that time, including, without limitation, for the thirtieth (30th) day following the Closing Dateloss of an employer match. In connection with the termination of the Company 401(k) Plan, the Buyer shall cause the Buyer 401(k) Plan to accept from the Company 401(k) Plan the “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not in default) of each Continuing Employee who participated in the Company 401(k) Plan as of the date such plan is terminated and who elects such direct rollover in accordance with the terms of the Company 401(k) Plan and the Code. (d) In the event that a process and procedure acceptable to the Company 401(k) Plan and Buyer 401(k) Plan recordkeepers for effecting the in-kind rollover of loan promissory notes is agreed upon, the Company and Buyer shall take any and all actions needed to permit each Continuing Employee with an outstanding loan balance under the Company 401(k) Plan as of the Closing Date to continue to make scheduled loan payments to the Company 401(k) Plan after the Closing, pending the distribution and in-kind rollover of such promissory notes evidencing such loans, so as to prevent, to the extent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans.

401(k) Plan. (a) If requested by the Buyer at least ten (10) Business Days prior to As of the Closing Date, the Company shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Plan (the “Company 401(k) Plan”) to be 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 maintain a tax-tax qualified defined contribution retirement plan with a cash or deferred arrangement that is sponsored by Buyer or one of its Affiliates (the “Buyer 401(k) Plan”) that will cover eligible for the benefit of those Continuing Employees effective as of, or as who shall elect to participate in the Buyer 401(k) Plan. As soon as administratively reasonably practicable following, on or following the Closing Date, but not later than Buyer shall, for those Continuing Employees who elect to participate in the thirtieth (30th) day following the Closing Date. In connection with the termination of the Company Buyer 401(k) Plan, allow such Continuing Employees to make a “direct rollover” to the Buyer 401(k) Plan of any account balance under Seller’s or its Affiliate’s tax qualified defined contribution retirement plan (“Seller 401(k) Plan”), and Buyer shall cause the Buyer 401(k) Plan to accept from as rollover contributions, all account balances (which shall include any vested employer contributions accrued through the Company 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 other reasonable time as required by the third-party administrator of the Seller 401(k) Plan Plan) under the “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not in default) of each Continuing Employee who participated in the Company Seller 401(k) Plan as of the valuation date immediately preceding such plan is terminated rollover, subject to and who elects such direct rollover in accordance with the terms provisions of the Company such plans and applicable Law. The Seller 401(k) Plan and 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 CodeClosing, Seller shall, or shall cause its Affiliates to, cause all Continuing Employees who participate in any Seller 401(k) Plan prior to the Closing to become fully vested in all account balances under the Seller 401(k) Plan.

401(k) Plan. (a) If requested by Immediately prior to the Buyer at least ten (10) Business Days Closing, the Company will take all necessary and appropriate action to terminate, effective as of a date prior to the Closing Date, the Company shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Company’s existing 401(k) Plan (the “Company 401(k) Plan”) and authorize the Sellers to be terminatedtake all action necessary or appropriate on the Company’s behalf to complete the responsibilities of this Section 7.07. In addition, effective as of no later than the day immediately preceding the Closing Date, and contingent upon the occurrence of prior to 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 make a contribution the Buyer with evidence that the Company 401(k) Plan has been terminated (effective no later than immediately reasonably estimated to be consistent with the Company’s expected contribution to the 401(k) Plan for compensation paid to participants prior to the Closing Date and contingent on effective date of the Closing) pursuant to resolutions termination 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 one of its Affiliates (the “Buyer 401(k) Plan”) that will cover eligible Continuing Employees effective as of, or as . As soon as administratively practicable followingfollowing the Closing, the Closing Date, but not later than Sellers shall cause the thirtieth (30thtrustee of the 401(k) day following the Closing Date. In connection with Plan to take all necessary and appropriate steps to complete the termination of the Company 401(k) Plan, including, without limitation, (i) determining the Buyer amount of and making any remaining contributions required to be made to the 401(k) Plan in accordance with its terms in amounts sufficient to satisfy any non-discrimination requirement of the plan and (ii) filing a determination letter application (IRS Form 5310) with the IRS. The costs (excluding any contributions, penalties, interest, or similar amounts, which shall be paid by Sellers’) required for the administration and termination of the 401(k) Plan, including without limitation, any remaining amounts that must be contributed to the plan, costs related to the preparation of Forms 5500, annual valuations, and the Forms 5310, and any costs relating to the distribution of benefits to participants and beneficiaries under the plan, shall be promptly paid in their entirety by the Company. The Sellers, on behalf of the Company, shall cause the Buyer trustee of the 401(k) Plan to accept from distribute the Company assets of the plan to the participants of the plan in accordance with their respective account balances no later than 120-days after the receipt of a favorable IRS determination letter (the “401(k) Plan Distribution Deadline”). The Sellers agree to keep the “direct rollover” Company and the Buyer informed of the account balance (including progress and status of the in-kind rollover activities outlined in this Section 7.07 and to provide copies of promissory notes evidencing all outstanding loans notices, and filing provided to or from any Person, entity, agency, or authority. Upon the reasonable request of Sellers, the parties agree to cause the Company to cooperate with the Sellers and trustee of the plan to accomplish the tasks set forth in this Section 7.07. The parties agree that the Escrow Amount may, at the Company’s option, be utilized, but shall not be the sole source of funds, to satisfy any shortfall in the funding of the plan, if and to the extent the assets of the plan are not in default) of each Continuing Employee who participated in sufficient to satisfy all benefits and other liabilities and obligations under the Company plan on or before the 401(k) Plan as Distribution Date. The parties agree that any shortfall in the funding of the date such plan is terminated if and who elects such direct rollover in accordance with to the terms extent the assets of the Company plan are not sufficient to satisfy all benefits and other liability and obligations under the plan on or before the 401(k) Plan Distribution Deadline shall constitute an indemnifiable claim under Section 10.02, to which the Deductible Amount and the CodeCap described in Section 10.04 shall not apply.

401(k) Plan. The Group B Sellers shall, or shall cause the U.S. Companies to take (aor cause to be taken), all actions necessary or appropriate to terminate the 401(k) If requested by Plan, effective no later than the Buyer 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) Business Days 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 Company Buyers shall take all actions necessary to cause have in effect a defined contribution plan that is qualified under Section 401(a) of the Supreme Cabinetry Brands Retirement Plan Code and that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Company 401(k) Buyer Savings Plan”) in which the Continuing Employees shall be eligible to be terminated, effective participate. As soon as of no later than the day immediately preceding practicable following the Closing Date, and contingent upon the occurrence of Buyers shall cause the Closing, and provide that participants Buyer Savings Plan to permit each Continuing Employee who is a participant in the Company 401(k) Plan to rollover his or her account balance(s) thereunder into the Buyer Savings Plan. The Group B Sellers shall, or shall become fully vested cause the U.S. Companies to take (or cause to be taken), such other actions in any unvested portion furtherance of their Company terminating the 401(k) Plan accounts as 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 date such plan is terminated. If such request to terminate the Company 401(k) Plan is madeand provide to the Buyers such information regarding liquidation charges, surrender charges or other fees imposed by the Company shall provide the Buyer with evidence that the Company 401(k) Plan has been terminated (effective no later than immediately prior to in connection with termination of 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, and any other information regarding the Buyer shall designate a tax-qualified defined contribution retirement plan with a cash or deferred arrangement that is sponsored by Buyer or one of its Affiliates (the “Buyer 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, in each case, as the Buyer shall cause the Buyer 401(k) Plan to accept from the Company 401(k) Plan the “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not Buyers may reasonably request in default) of each Continuing Employee who participated in the Company 401(k) Plan as of the date such plan is terminated and who elects such direct rollover in accordance with the terms of the Company 401(k) Plan and the Codewriting.

401(k) Plan. As soon as practicable following the Equity Closing Date, Issuer shall, or shall cause an Affiliate to, make available to each Badcock Employee a tax-qualified defined contribution plan in which such Badcock Employees shall, subject to the eligibility provisions of such plan and applicable law, be eligible to participate (the “Issuer 401(k) Plan”). Subject to the terms of the Issuer 401(k) Plan and applicable law, (a) If requested by the Buyer at least ten (10) Business Days prior to the Closing DateIssuer shall permit, the Company and shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Issuer 401(k) Plan to permit, any Badcock Employee entitled to an “eligible rollover distribution” (as defined in Section 402(c)(4) of the Code) from a tax-qualified plan maintained by Parent or its Affiliates (the “Company Parent 401(k) Plan”) to be terminatedelect to transfer such “eligible rollover distribution” (to the extent consisting of cash and, as applicable and subject to the plan loan policy of the Issuer 401(k) Plan, notes relating to outstanding plan participant loans) in a direct rollover to the Issuer 401(k) Plan, and (b) in the case of any such outstanding plan participant loans, Parent or its Affiliates and Issuer shall cooperate with each other and use commercially reasonable efforts to, subject to the plan loan policy of the Issuer 401(k) Plan, enable rollovers of such loans to occur before such loans default. Prior to the Equity Closing, Parent shall, or shall cause its applicable Affiliate (i) to amend the Parent 401(k) Plan, effective immediately prior to the Equity Closing Date and subject to consummation of the Contemplated Transactions in this Agreement, to the extent necessary to remove the Company and its Subsidiaries as employers or related employers for purposes of no later than the day immediately preceding the Closing Datesuch Parent 401(k) Plan, and contingent upon the occurrence of the Closing, and provide (ii) to take all actions that participants in the Company are necessary or advisable to ensure that such Parent 401(k) Plan shall become fully vested in any unvested portion not be deemed as a “multiple employer plan” (within the meaning of their Company 401(kSection 413(c) Plan accounts as of the date such plan is terminated. If such request Code) with respect 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 BuyerSubsidiaries. (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 one of its Affiliates (the “Buyer 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 the Buyer 401(k) Plan to accept from the Company 401(k) Plan the “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not in default) of each Continuing Employee who participated in the Company 401(k) Plan as of the date such plan is terminated and who elects such direct rollover in accordance with the terms of the Company 401(k) Plan and the Code.

401(k) Plan. (ai) If requested by Effective as of the Buyer at least ten Closing Date, each Employee who participates in the Xxxx Entertainment LLC Retirement Plan (10the “Seller 401(k) Plan”) shall be fully vested in his or her account balance under the Seller 401(k) Plan. (ii) To the extent that the Seller 401(k) Plan does not permit rollovers (including direct rollovers) of outstanding loans held thereunder, no later than one Business Days Day prior to the Closing Date, the Company Sellers shall take all actions such action as is necessary to cause in order for the Supreme Cabinetry Brands Retirement Plan (the “Company 401(k) Plan”) to be 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 Seller 401(k) Plan shall become fully vested to permit Employees of JCC whose loans are not in any unvested portion default as of their Company such date to rollover outstanding loans to a 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 maintained 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 OpCo Buyer or one of its Affiliates (the “Buyer 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 The OpCo Buyer shall cause the Buyer 401(k) Plan to accept the rollover by each Employee of JCC who is an active employee of the OpCo Buyer as of the date of the rollover of all of the Employee’s “eligible rollover distribution” (within the meaning of Section 401(a)(31) of the Code) from the Company Seller 401(k) Plan the “direct rollover” of the account balance (Plan, including the in-kind rollover of promissory notes evidencing all outstanding plan loans that are not in default) of each Continuing Employee who participated in the Company 401(k) Plan default as of the date such plan is terminated and who elects such direct rollover of the rollover, in accordance with applicable Code provisions. The OpCo Buyer and the Seller agree to cooperate in good faith prior to and following the Closing to facilitate and process the rollovers contemplated by this Section 6.03(g) prior to the date any such Employees’ outstanding loans are defaulted under the terms of the Company loan policy pertaining to the Seller 401(k) Plan or under applicable Law, including through the preparation and processing of employee communications, election forms and information sharing. (iii) From and after the Codedate hereof the Parties will cooperate in good faith to establish a transition plan for the transition of the Company’s employees at the Closing.

401(k) Plan. (a) If requested by Purchaser in a writing delivered to Xxxxxxx following the Buyer at least ten (10) Business Days date hereof and prior to the Closing Date, the Company Xxxxxxx Companies shall take all actions necessary to cause action (including without limitation the Supreme Cabinetry Brands Retirement Plan (adoption of resolutions and plan amendments and the “Company 401(k) Plan”delivery of any required notices) to be terminatedterminate, 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 Effective Time, any Xxxxxxx Benefit Plan that is intended 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 constitute a tax-qualified defined contribution retirement plan with under IRC Section 401(k) (a cash or deferred arrangement that is sponsored by Buyer or one of its Affiliates (the “Buyer 401(k) Plan”). Xxxxxxx shall provide Purchaser with a copy of the resolutions, plan amendments, notices and other documents prepared to effectuate the termination of the 401(k) that will cover eligible Continuing Employees effective as ofPlan in advance and give Purchaser a reasonable opportunity to comment on such documents (which comments shall be considered in good faith by Xxxxxxx), or as soon as administratively practicable following, and prior to the Closing Date, but not later than Xxxxxxx shall provide Purchaser with the thirtieth (30th) day following the Closing Date. In connection with final documentation evidencing the termination of the Company 401(k) Plan. In the event of termination of the 401(k) Plan, Purchaser and Xxxxxxx shall use commercially reasonable efforts to afford participants in the Buyer shall cause 401(k) Plan who are Retained Employees with outstanding participant loans under such plan to elect a rollover of the Buyer loan balance from the 401(k) Plan to accept from a 401(k) plan of Purchaser in connection with an election by such participant to rollover his or her entire account in the Company 401(k) Plan to a 401(k) plan of Purchaser, subject to the “direct rollover” terms and conditions of the account balance (including Purchaser’s 401(k) plan and the inrequirements of the Purchaser’s 401(k) plan record-kind rollover keeper; provided that each such loan satisfies all material legal requirements, is not a nonexempt “prohibited transaction” under Section 406 of promissory notes evidencing all outstanding loans that are ERISA or Section 4975 of the IRC and is not in default) of each Continuing Employee who participated in the Company 401(k) Plan default as of the date such plan is terminated and who elects such direct rollover in accordance with the terms of the Company 401(krollover. No action taken by Xxxxxxx or any of the Xxxxxxx Companies pursuant to this Section 5.1(a)(iv) Plan at the request of Purchaser, and no financial or other effect as a result thereof, whether taken individually or in the Codeaggregate, shall be deemed to have or constitute a Material Adverse Effect for any purpose contemplated by this Agreement.

401(k) Plan. (aThe Company and any Company Subsidiary, as appropriate, shall adopt board resolutions to terminate any 401(k) If requested plan maintained by the Buyer at least ten (10) Business Days prior to the Closing Date, Company or the Company shall take all actions necessary to cause the Supreme Cabinetry Brands Retirement Plan Subsidiaries (the “Company 401(k) Plan”) to be terminated, effective as of no later than the close of business of the day immediately preceding prior to the Closing Date, and Date (but contingent upon the occurrence of the Closing, ) and provide that in connection therewith fully vest all accounts of all participants in the 401(k) Plan. The Company shall deliver to Parent at Closing duly executed resolutions of the board of directors of the Company and any Company Subsidiary, as appropriate, reflecting such termination of the 401(k) Plan. Parent shall permit each participant in the 401(k) Plan shall become fully vested in any unvested portion who is an employee of their the Company 401(k) Plan accounts and the Company Subsidiaries as of the date such plan is terminated. If such request Closing to terminate participate as soon as reasonably practicable in and make rollover contributions of “eligible rollover distributions” (within the Company 401(kmeaning of Section 401(a)(31) Plan is madeof the Code, and for the Company shall provide the Buyer with evidence that the Company 401(kavoidance of doubt including rollovers of loan promissory notes) Plan has been terminated in cash (effective no later than immediately prior but including rollovers of loan promissory notes) 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 intended to be qualified under Section 401(a) of the Code maintained by Buyer or one of its Affiliates Parent (the “Buyer Parent 401(k) Plan”); provided, however, that Parent reserves the right to suspend the distribution of benefits from the 401(k) that will cover eligible Continuing Employees effective as of, or as soon as administratively practicable following, Plan until the Closing Date, but not later than of (i) the thirtieth completion of final testing and record keeping for the 401(k) Plan and (30thii) day following the Closing Date. In connection receipt of a favorable determination letter from the IRS with respect to the termination of the Company 401(k) Plan (if Parent, in its sole discretion, decides to file for such a determination letter), except that if Parent reserves such right Parent shall take all actions necessary to permit continued ongoing repayment of any loans outstanding under the 401(k) Plan. Effective as of the Closing, the Buyer Parent shall cause the Buyer Parent 401(k) Plan to accept from credit for purposes of participation and vesting all service credited for such purposes with respect to employees of the Company 401(k) Plan or any Company Subsidiary under the “direct rollover” of the account balance (including the in-kind rollover of promissory notes evidencing all outstanding loans that are not in default) of each Continuing Employee who participated in the Company 401(k) Plan as of the date such plan is terminated and who elects such direct rollover in accordance with the terms of the Company 401(k) Plan and the CodeClosing.