Common use of 401(k) Plans Clause in Contracts

401(k) Plans. Other than the Southern Union Savings Plan, which includes a qualified cash or deferred arrangement under IRC Section 401(k) (“Seller’s 401(k) Plan”), Seller has no defined contribution retirement plan that covers the Employees and that is intended to be a qualified plan. As of the Closing Date, Seller shall vest, to the extent not otherwise vested, the Transferred Employees in their account balances under Seller’s 401(k) Plan and Buyer shall maintain for the Transferred Employees a defined contribution retirement plan including a cash or deferred arrangement under IRC Section 401(k) (“Buyer’s 401(k) Plan”). Upon being furnished by Seller with an IRS determination letter as to the tax qualified status of Seller’s 401(k) Plan, Buyer shall take all reasonable actions necessary to ensure that Buyer’s 401(k) Plan accepts from any Transferred Employee a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan, including his or her loan balances and related loan documentation; provided that a Transferred Employee shall only be permitted to roll over his or her loan balances and related loan documentation if the Transferred Employee makes a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan. Seller shall cause the trustee or recordkeeper of Seller’s 401(k) Plan to transfer to the trustee or recordkeeper of Buyer’s 401(k) Plan any loan documentation for loans to be rolled over or transferred to Buyer’s 401(k) Plan. The Transferred Employees shall not be required to roll over, or otherwise transfer, their account balances under Seller’s 401(k) Plan to Buyer’s 401(k) Plan.

401(k) Plans. Other than the Southern Union Savings Plan, which includes a qualified cash or deferred arrangement under IRC Section 401(k) (“Seller’s 401(k) Plan”), Seller has no defined contribution retirement plan that covers the Employees and that is intended to be a qualified plan. As of the Closing Date, Seller shall vest, to the extent not otherwise vested, the Transferred Employees in their account balances under Seller’s 401(k) Plan and Buyer shall maintain for the Transferred Employees a defined contribution retirement plan including a cash or deferred arrangement under IRC Section 401(k) (“"Buyer’s 401(k) Plan”"). Upon being furnished by Seller with an IRS determination letter as to the tax qualified status of Seller’s 401(k) Plan, Buyer shall take all reasonable actions necessary to ensure that Buyer’s 401(k) Plan accepts from any Transferred Employee a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan, including his or her loan balances and related loan documentation; provided that a Transferred Employee shall only be permitted to roll over his or her loan balances and related loan documentation if the Transferred Employee makes a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan. Seller shall cause the trustee or recordkeeper of Seller’s 401(k) Plan to transfer to the trustee or recordkeeper of Buyer’s 401(k) Plan any loan documentation for loans to be rolled over or transferred to Buyer’s 401(k) Plan. The Transferred Employees shall not be required to roll over, or otherwise transfer, their account balances under Seller’s 401(k) Plan to Buyer’s 401(k) Plan.

401(k) Plans. Other than the Southern Union Savings Plan, which includes a qualified cash or deferred arrangement under IRC Section 401(k) (“Seller’s 401(k) Plan”), Seller has no defined contribution retirement plan that covers the Employees and that is intended to be a qualified plan. As Effective as of the Closing DateDate or as soon as practicable thereafter, Purchaser shall have in effect one or more PEO 401(k) Plans maintained through a PEO. Each Transferred Employee participating in a Seller shall vest, to the extent not otherwise vested, the Transferred Employees in their account balances under Seller’s 401(k) Plan and Buyer shall maintain for the Transferred Employees a defined contribution retirement plan including a cash or deferred arrangement under IRC Section 401(k) (“Buyer’s 401(k) Plan”). Upon being furnished by Seller with an IRS determination letter as immediately prior to the tax qualified status of Seller’s 401(k) Plan, Buyer Closing Date shall take all reasonable actions necessary to ensure that Buyer’s become a participant in the corresponding PEO 401(k) Plan accepts from any as of the Closing Date or as soon as practicable thereafter, and each Transferred Employee who would have become eligible to participate in a rollover or direct rollover of all of his or her account balance under Seller’s Seller 401(k) Plan, including his Plan shall become a participant in the PEO 401(k) Plan no later than such time as he or her loan balances and related loan documentation; provided that she would have become eligible to participate in a Transferred Employee shall only be permitted to roll over his or her loan balances and related loan documentation if the Transferred Employee makes a rollover or direct rollover of all of his or her account balance under Seller’s Seller 401(k) Plan. Seller shall Purchaser agrees to cause the trustee or recordkeeper of Seller’s PEO 401(k) Plan to transfer allow each Transferred Employee to make a “direct rollover” to the trustee or recordkeeper of Buyer’s PEO 401(k) Plan of the account balances of such Transferred Employee (including promissory notes evidencing any loan documentation outstanding loans) under a Seller 401(k) Plan in which such Transferred Employee participated prior to the Closing Date if such Seller 401(k) Plan permits such a direct rollover and if such direct rollover is elected in accordance with applicable Law by such Transferred Employee. The rollovers described herein shall comply with applicable Law, and each Party shall make all filings and take any actions required of such Party under applicable law in connection therewith. Following such transfer of account balances, Seller shall have no liability for loans any costs, expenses or damages that may result from any claim for any benefit alleged to be rolled over or transferred to Buyer’s payable under any Seller 401(k) Plan. The Plan with respect to Transferred Employees shall not be required to roll over, or otherwise transfer, and their beneficiaries who have transferred their account balances under Seller’s from any Seller 401(k) Plan to Buyer’s the PEO 401(k) Plan.

401(k) Plans. Other than As of the Southern Union Closing Date, the Business Employees shall cease to actively participate in the ConAgra Foods Retirement Income Savings Plan, which includes a qualified cash or deferred arrangement under IRC Section Plan and the ConAgra Foods Retirement Income Savings Plan for Hourly Production Employees (the “Seller 401(k) (“Seller’s 401(k) PlanPlans”), and no further contributions shall be made to the Seller has no defined contribution retirement plan that covers 401(k) Plans for the benefit of the Business Employees and that is intended Seller and such plans will remain responsible for the payment of benefits to be a qualified planthe Business Employees under such plans. As of the Closing Date, Seller shall vest, to the extent not otherwise vested, interests of the Transferred Hired Employees in their account balances under Seller’s the Seller 401(k) Plan Plans shall be one hundred percent (100%) vested and shall be fully nonforfeitable. Buyer shall maintain for the Transferred Employees establish or designate a defined contribution retirement plan including a cash or deferred arrangement that is qualified under IRC Code Section 401(k401(a) (the “Buyer’s Buyer 401(k) Plan”). Upon being furnished by A Hired Employee who receives, or is entitled to receive, a distribution from a Seller with an IRS determination letter as 401(k) Plan may roll over the distribution to the tax qualified status Buyer 401(k) Plan if (i) the plan administrator of Sellerthe applicable Seller 401(k) Plan certifies that such amount is an “eligible rollover distribution” (as defined in Code Section 402(f)), (ii) the rollover represents one hundred percent (100%) of the Hired Employee’s interest in the Seller 401(k) Plan, and (iii) the rollover is made in cash or cash and the promissory note representing the Hired Employee’s outstanding participant loan under the Seller 401(k) Plan; provided, however, that the Buyer shall take all reasonable actions necessary to ensure that Buyer’s 401(k) Plan accepts from any Transferred Employee a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan, including his or her loan balances and related loan documentation; provided that a Transferred Employee shall only be permitted to roll over his or her loan balances and related loan documentation if the Transferred Employee makes a rollover or direct rollover of all of his or her account balance under Seller’s 401(k) Plan. Seller shall cause the trustee or recordkeeper of Seller’s 401(k) Plan to transfer to the trustee or recordkeeper of Buyer’s 401(k) Plan any loan documentation for loans to be rolled over or transferred to Buyer’s 401(k) Plan. The Transferred Employees shall not be required to roll over, or otherwise transfer, their account balances under Seller’s 401(k) Plan accept a rollover if the Hired Employee has failed to Buyer’s 401(k) Planmake any payment then due on a participant loan.