Common use of Assumed Plans Clause in Contracts

Assumed Plans. Effective as of the Closing, the Purchaser shall assume the Employee Plans listed in Section 6.02(a) of the Sellers’ Disclosure Schedule (the “Assumed Employee Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) of the Sellers’ Disclosure Schedule. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Sellers shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Date.

Assumed Plans. Effective as of the Closing, the Purchaser shall assume notify Sellers in writing no later than two (2) Business Days prior to the Closing as to which Employee Benefit Plans listed in Section 6.02(a) of the Sellers’ Disclosure Schedule Purchaser shall adopt and assume, if any (the “Assumed Employee Plans”). With respect to each Assumed Plan, Purchaser or, any entity designated by Purchaser, will be substituted for the applicable Seller as the plan sponsor under any such Assumed Plan and Purchaser shall have all rights of such Seller thereunder, including full authority to maintain, amend or terminate any such Assumed Plan at any time, in Purchaser’s sole discretion. Sellers agree to cooperate with Purchaser in adopting and effectuating any plan amendments to the Assumed Plans reasonably requested by Purchaser, so long as such amendments are effective as of, or after, the Closing Date and are consistent with applicable Law and other agreements under which Sellers are obligated. The parties agree to cooperate in all respects and take any actions necessary to implement the assumption by Purchaser of the Assumed Plans. Before, or as soon as administratively practicable after, the Closing, Sellers will provide Purchaser with (i) all records concerning participation, vesting, accrual of benefits, payment of benefits, and election forms of benefits under each Assumed Plan, and (ii) any other information reasonably requested by Purchaser as necessary or appropriate for the administration of each Assumed Plan, each subject to the provision of consent by any Purchaser Employee to the extent set forth on such scheduleand in the manner required by Law. Purchaser will make all required filings or reports with or to the IRS, or any other governmental agency, and the Sellers shall assign participants and their beneficiaries with respect to each Assumed Plan on a timely basis for all plan years ending before, on or after the Purchaser any assets relating Closing Date or as may be required with respect to such Assumed Employee Plan, provided the initial deadline for such filing or report is after the Closing Date. All parties recognize that a reasonable transition period may be necessary after the Closing Date and prior to Purchaser’s implementation of its assumption of the Assumed Plans before full compliance with this Section 6.5 is achieved, during which some or all of the Purchaser Employees and other participants and beneficiaries of the Assumed Plans may not be able to (i) make (and Purchaser may not be able to process) elective deferral contributions, loan repayments, investment changes, distribution requests, benefit payment requests or reimbursement requests or (ii) exercise or enjoy other rights or features of the Assumed Plans, including, but and that during such transition period Purchaser shall not limited to, assets held be considered to be in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from violation of this Section 6.02(a) of the Sellers’ Disclosure Schedule6.5. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall not assume all or succeed to any of Sellers’ past, current or future Liabilities under the Retiree Welfare Plan(including any withdrawal liability, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without termination liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the planor mass withdrawal liability) with respect to any multiemployer plan to which any Seller or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans ERISA Affiliate contributes or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Sellers shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Datehas ever contributed.

Assumed Plans. Effective as As of the ClosingEffective Date of Employment, Buyer may assume and become the sponsoring employer under any of the plans set forth in Section 7.15 of Seller's Disclosure Schedule entitled "Employee Plans" (collectively, the Purchaser "Assumed Plans"); provided, that Seller shall assume indemnify Buyer for any and all liabilities relating to acts, omissions, events or occurrences prior to the Closing Date with respect to any Assumed Plan. Seller shall take all actions as may be necessary or appropriate in order to establish Buyer as a successor to Seller to all authority, rights and duties under or with respect to the Assumed Plans, including the Seller's authority, rights and duties under or with respect to any and all annuity, insurance, administrative services or similar contracts or agreements and/or trust agreements or other funding vehicles that may form a part of such plan or be related thereto, together with all plan assets. In connection therewith, Seller shall execute, or cause to be executed, all instruments and documents (including company resolutions and any amendments to any Assumed Plans and related trust agreements, insurance, annuity, administrative services or similar contracts) which, in the reasonable opinion of Buyer and Seller, are necessary or desirable to effect the terms of this Section 7.15(d). (e). ERISA (i) Section 7.15 on Seller's Disclosure Schedule entitled "Employee Plans" sets forth a complete and correct list of all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and referred to herein as "ERISA Plans") of Seller that Seller has maintained or made contributions to during the last six (6) years and each other deferred compensation, stock option, stock bonus, incentive compensation, bonus, fringe benefit or other plan, program or agreement to provide benefits other than salary or wages to Business Employees (collectively, the "Employee Plans"). (ii) Except as set forth in Section 7.15 on Seller's Disclosure Schedule, Seller has neither maintained nor contributed to any Employee Plan subject to Title IV of ERISA. Except as set forth in Section 7.15 on Seller's Disclosure Schedule, to the knowledge of Seller, Seller has no material liability on account of any Employee Plan, including without limitation for (A) contributions accruing or required to be paid under the terms of any such Employee Plan prior to the date hereof, (B) fiduciary breaches by Seller, any employee of Seller or any other person under ERISA or any other applicable law, (C) income taxes by reason of non-qualification of any such Employee Plan, or (D) a partial or complete withdrawal within the meaning of Section 4201 of ERISA. (iii) Except with respect to amendments the Internal Revenue Service may require as a condition of issuing a favorable determination letter and that can be adopted retroactively without an increase in the benefits payable, each of the Employee Plans listed in which is intended to qualify under Section 6.02(a401(a) of the Sellers’ Disclosure Schedule Internal Revenue Code of 1986, as amended (the “Assumed Employee Plans”), "Code") does so qualify and is exempt from taxation pursuant to Section 501(a) of the extent set forth on such scheduleCode, and the Sellers shall assign to the Purchaser any assets relating to Seller maintaining such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan has received favorable and unrevoked determination letters from the Internal Revenue Service to that effect. To the Knowledge of Seller, Seller has complied in all material respects with all requirements under Section 6.02(a4980(B) of the Sellers’ Disclosure ScheduleCode and any proposed or final regulations promulgated thereunder. Notwithstanding the foregoingTo Seller's Knowledge, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall assume all Liabilities under the Retiree Welfare each Employee Plan, including Liabilities Seller is in compliance in all material respects with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only requirements prescribed by all laws applicable to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit HEmployee Plans, and there is no proceeding (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect routine claims for benefits) pending or, to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor Knowledge of the plan) Seller threatened, with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with against the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining assets of any required consents or approvals and making all required filings) and the Sellers shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing DatePlan.

Assumed Plans. Effective as On or prior to the Closing Date, Buyer shall, or shall cause an Affiliate of the ClosingBuyer to, the Purchaser shall assume the Employee Plans listed in sponsorship of each Plan identified as an “Assumed Plan” on Section 6.02(a3.1.12(a) of the Sellers’ Seller Disclosure Schedule to the extent transferrable or where consent is obtained from the applicable party (the “Assumed Employee Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) of the Sellers’ Disclosure Schedule. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any the remaining payments pursuant to the NanoString Technologies, Inc. 2024 Key Employee Retention Plan in an aggregate amount equal to $1,546,500 and the Retention Bonus Letters thereunder shall all Liabilities be Assumed Plans. Between the date hereof and the Closing, Buyer and Seller shall work in good faith and take all actions necessary or appropriate to cause the sponsorship of and the assets maintained pursuant to or in connection with respect the Assumed Plans to (x) Employee Plans transfer to Buyer or other employee benefits other than Assumed Employee Plansits designated Subsidiary, including securing written consents as necessary from all relevant third parties at or prior to the Closing, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers Buyer shall cooperate fully with in signing any documents or agreements in connection therewith. Effective as soon as reasonably practicable following the Purchaser Closing, Seller shall take or cause to use be taken all commercially reasonable efforts actions as are necessary or appropriate to effect amend each Plan in which any Continuing Employee participates and that is not an Assumed Plan (collectively, the “Seller Plans”), to provide that the Continuing Employees shall not be eligible to participate in such assumptions and assignments Seller Plans as of the Closing Date, in each case, in accordance with their terms and in compliance with the requirements of all applicable Law (including by obtaining any required consents or approvals and making all required filings) and Laws. Seller shall provide to Buyer such evidence of the Sellers completion of such amendments as Buyer shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Datereasonably request.