Assumption of Liabilities and Transfer of Assets. SAP and Qualtrics shall use reasonable best efforts to cause, in the manner described herein, the accounts under the SAP 401(k) Plan of each eligible Qualtrics Employee and each eligible Transferring Employee to be transferred to the Qualtrics 401(k) Plan as soon as practicable after the Implementation Date. As soon as practicable after the Implementation Date: (i) SAP shall cause the accounts (including any outstanding loan balances) of each eligible current Qualtrics Employee and Transferring Employee in the SAP 401(k) Plan to be transferred to the Qualtrics 401(k) Plan and its related trust in kind based on the investment election of the individual participant or, in the absence of an investment election, the plan’s default investment election (in each case, to the extent possible, without negative tax consequences to the applicable employee), in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) Qualtrics (or any successor Qualtrics Entity) and the Qualtrics 401(k) Plan shall assume and be solely responsible for all Liabilities under the Qualtrics 401(k) Plan relating to the accounts that are so transferred arising at or after the time of such transfer; and (iii) Qualtrics shall cause such transferred accounts to be accepted by the Qualtrics 401(k) Plan and its related trust and shall cause the Qualtrics 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a Qualtrics Employee is vested in his or her account under the Qualtrics 401(k) Plan, if applicable, the Qualtrics 401(k) Plan shall credit each Qualtrics Employee with at least the individual’s service credited under the SAP 401(k) Plan; provided, however, that in no event shall Qualtrics be required to provide any service or any other benefit-affecting credits to any individual to the extent that the provision of such credits would result in any duplication of benefits. Immediately prior to the date upon which the transfer described above occurs, SAP shall contribute to the SAP 401(k) Plan all matching contributions, if any, due to Qualtrics Employees pursuant to the terms and conditions of such plan for periods prior to the transfer date. Notwithstanding anything contained herein to the contrary, the transfer described herein shall not take place prior to the 31st day following the filing of any required Forms 5310-A in connection therewith.
Assumption of Liabilities and Transfer of Assets. Subject to the provisions of Section 6.1, effective Immediately After the Distribution Date, Water Pik shall assume all Benefit Liabilities to or relating to Water Pik Individuals under the ATI Nonqualified Deferred Compensation Programs. Effective Immediately After the Distribution Date, to the extent ATI has acquired Corporate-Owned Life Insurance Policies as a source of payment of liabilities which are or may be payable under the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan with respect to Water Pik Individuals, ATI shall, in ATI's sole discretion, (i) transfer an amount in cash equal to the cash surrender value of such policies or (ii) cause the transfer, either by assignment or any other reasonable means, to Water Pik of Corporate-Owned Life Insurance Policies on the lives of such Water Pik Individuals and such other employees or former employees of ATI or its subsidiaries as ATI may, in its sole discretion select, or any portion thereof, having in the aggregate a cash surrender value equal to the amount of any Benefit Liabilities for Water Pik Individuals under the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan.
Assumption of Liabilities and Transfer of Assets. Effective Immediately After the Distribution Date, Teledyne Technologies shall assume all Benefit Liabilities to or relating to Teledyne Technologies Individuals under the ATI Nonqualified Deferred Compensation Programs. Effective Immediately After the Distribution Date, to the extent ATI has acquired Corporate-Owned Life Insurance Policies as a source of payment of liabilities which are or may be payable under the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan with respect to Teledyne Technologies Individuals, ATI shall cause the transfer, either by assignment or any other reasonable means, to Teledyne Technologies of Policies on the lives of Teledyne Technologies Individuals and such other employees or former employees of ATI or its subsidiaries as ATI may, in its sole and absolute discretion select, or any portion thereof, having in the aggregate a cash surrender value equal to the amount of any Benefit Liabilities for Teledyne Technologies Individuals under the Allegheny Teledyne Incorporated Executive Deferred Compensation Plan.
Assumption of Liabilities and Transfer of Assets. In accordance with applicable law, ASD and WABCO shall cause, in the manner described herein, the accounts under the ASD Defined Contribution Plans of each WABCO Employee and former WABCO Employee and each ASD Transferee to be transferred to the WABCO 401(k) Plan as soon as practicable after the Effective Time. As soon as practicable after the Effective Time: (i) ASD shall cause the accounts (including any outstanding loan balances) of each WABCO Employee, former WABCO employee and ASD Transferee in the ASD Defined Contribution Plans to be transferred to the WABCO 401(k) Plan and its related trust; (ii) WABCO (or any successor WABCO Group member) and the WABCO 401(k) Plan shall assume and be solely responsible for all liabilities under the WABCO 401(k) Plan relating to the accounts that are so transferred as of the time of such transfer; and (iii) WABCO shall cause such transferred accounts to be accepted by the WABCO 401(k) Plan and its related trust and shall cause the WABCO 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a WABCO Employee is vested in his or her account under the WABCO 401(k) Plan, the WABCO 401(k) Plan shall credit each WABCO Employee and ASD Transferee with all the individual’s service credited under the ASD Defined Contribution Plans. Participants in the ASD Defined Contribution Plans will not be treated as having experienced a termination of service for purposes of such plans as a result of the Distribution or the occurrence of the Effective Time.
Assumption of Liabilities and Transfer of Assets. In accordance with applicable Law, Dover and Apergy caused the accounts under the Dover 401(k) Plan of each Apergy Employee to be transferred to the Apergy 401(k) Plan as soon as practicable after the Plan Separation Date in the following manner: (i) Dover caused the accounts (including any outstanding loan balances) of each Apergy Employee as of the Plan Separation Date in the Dover 401(k) Plan to be transferred as soon as practicable after the Plan Separation Date to the Apergy 401(k) Plan and its related trust, (ii) the Apergy 401(k) Plan assumed and became solely responsible for all Liabilities relating to the accounts that were so transferred to the Apergy 401(k) Plan and its related trust as of the time of such transfer, and (iii) Apergy caused such transferred accounts to be accepted by the Apergy 401(k) Plan and its related trust and caused the Apergy 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable Law with respect to the transferred accounts.
Assumption of Liabilities and Transfer of Assets. Effective on a date selected by Equifax (the "Savings Plan Transfer Date") and except as provided in the last sentence of this subsection: (i) the Certegy Savings Plan shall assume and be solely responsible for all Liabilities to or relating to Transferred Individuals under the Equifax Savings Plan; and (ii) Equifax shall cause the accounts of the Transferred Individuals under the Equifax Savings Plan which are held by its related trust as of the Savings Plan Transfer Date to be transferred to the Certegy Savings Plan and its related trust, and Certegy shall cause such transferred accounts to be accepted by such plan and trust. Effective no later than the Savings Plan Transfer Date, Certegy shall use its reasonable best efforts to enter into such agreements to accomplish such assumptions and transfers and the maintenance of the necessary participant records. As soon as practicable after the Savings Plan Transfer Date, assets related to the accounts of all Transferred Individuals shall be transferred from the Equifax Savings Plan to the Certegy Savings Plan in cash or in kind, at Equifax's discretion, and, to the extent practicable, shall be invested in investment options in the Certegy Savings Plan which are comparable to the investment options in which such accounts were invested immediately before the Savings Plan Transfer Date. Until such transfer (but subject to reasonable blackout requirements and subject to subsection (d) below), Transferred Individuals shall be able to exercise customary investment discretion over their accounts in the Equifax Savings Plan. No benefits with respect to a Transferred Individual from the Equifax Savings Plan shall be paid while he or she is employed by the Certegy Group after the Savings Plan Transfer Date.
Assumption of Liabilities and Transfer of Assets. In accordance with applicable Law, Dover and Xxxxxxx shall have caused, in the manner described herein, the accounts under the Dover 401(k) Plan of each Xxxxxxx Employee to be transferred to the Xxxxxxx 401(k) Plan as of the Plan Separation Date or as soon as practicable thereafter. As of the Plan Separation Date: (i) Dover shall have used reasonable efforts to cause the accounts (including any outstanding loan balances) of each Xxxxxxx Employee as of such date and in the Dover 401(k) Plan to be transferred to the Xxxxxxx 401(k) Plan and its related trust; (ii) the Xxxxxxx 401(k) Plan shall have used reasonable efforts to assume and be solely responsible for all Liabilities under the Xxxxxxx 401(k) Plan relating to the accounts that are so transferred as of the time of such transfer; and (iii) Xxxxxxx shall have used reasonable efforts to cause such transferred accounts to be accepted by the Xxxxxxx 401(k) Plan and its related trust and shall have caused the Xxxxxxx 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable Law with respect to the transferred accounts.
Assumption of Liabilities and Transfer of Assets. In accordance with applicable Law, Ironwood and Cyclerion shall cause, in the manner described herein, the accounts under the Ironwood 401(k) Plan of each Cyclerion Employee to be transferred to the Cyclerion 401(k) Plan on, or as soon as practicable after, the effective date of the Cyclerion 401(k) Plan and prior to the Distribution Date. On, or as soon as practicable after, the effective date of the Cyclerion 401(k) Plan, and prior to the Distribution Date: (i) Ironwood shall cause the accounts (including any outstanding loan balances) of each Cyclerion Employee in the Ironwood 401(k) Plan to be transferred from the trust established under the Ironwood 401(k) Plan to the trust established under the Cyclerion 401(k) Plan ; (ii) the Cyclerion 401(k) Plan shall assume and be solely responsible for all Liabilities under the Cyclerion 401(k) Plan relating to the accounts that are so transferred as of the time of such transfer; and (iii) Cyclerion shall cause such transferred accounts to be accepted by the Cyclerion 401(k) Plan and its related trust and shall cause the Cyclerion 401(k) Plan to satisfy all protected benefit requirements under Section 411(d)(6) of Code and applicable Law with respect to the transferred accounts.
Assumption of Liabilities and Transfer of Assets. As soon as practicable after the Distribution Date or prior to that time: (i) the Leap 401(k) Plan shall assume and be solely responsible for all Liabilities to or relating to Leap Individuals under the QUALCOMM 401(k) Plan other than Liabilities arising prior to the transfer of assets described in the following clause (ii) relating to breach of the trust or plan or failure of QUALCOMM to comply with applicable laws, regulations or agreements (including, without limitation, the failure of the QUALCOMM 401(k) Plan to be a "qualified plan" under the Code); and (ii) QUALCOMM shall cause the accounts of the Leap Individuals under the QUALCOMM 401(k) Plan, and the assets in such accounts, which are held in trust as of the Close of the Distribution Date to be transferred in kind to the Leap 401(k) Plan, and the related trust, and Leap shall cause such transferred accounts and assets to be accepted in kind by such plan and trust. Both QUALCOMM and Leap shall use their reasonable best efforts to enter into such mutually satisfactory agreements to accomplish such assumptions and transfers, and Leap shall use its reasonable best efforts to enter into such agreements satisfactory to Leap to provide for the maintenance of the necessary participant records, the appointment of an initial trustee under the Leap 401(k) Plan, the engagement of an initial recordkeeper under such plans, and the selection of one or more investment managers to manage the assets of the Leap 401(k) Plan.
Assumption of Liabilities and Transfer of Assets. (a) Effective as of the Distribution Date, but subject to the asset transfer specified in Section 7.2(b) below, each Idearc Savings Plan shall assume and be solely responsible for all Liabilities for or relating to Idearc Individuals under the applicable Verizon Savings Plan. Idearc shall be solely responsible for all ongoing rights of or relating to Idearc Individuals for future participation (including the right to make contributions through payroll deductions) in the Idearc Savings Plans.
(b) Effective as of the Distribution Date, Verizon shall cause the account balances (including any outstanding loan balances) in the applicable Verizon Savings Plan attributable to Idearc Individuals to be transferred in cash and in-kind (including, but not limited to, participant loans and company stock), to the corresponding Idearc Savings Plan, and Idearc shall cause each Idearc Savings Plan to accept such transfer or accounts and underlying assets and, effective as of the date of such transfer, to assume and to fully perform pay or discharge, all obligations of the Verizon Savings Plans relating to the accounts of Idearc Individuals (to the extent those assets related to those accounts are actually transferred from a Verizon Savings Plan). The transfer shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA.
