Common use of Assumption of Liabilities and Transfer of Assets Clause in Contracts

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, ASD EMC and WABCO VMware shall use reasonable best efforts to cause, in the manner described herein, the accounts under the ASD Defined Contribution Plans EMC Savings Plan of each WABCO eligible current VMware Employee and former WABCO Employee and each ASD Transferee to be transferred to the WABCO VMware 401(k) Plan as soon as practicable after the Effective Timeadoption of the VMware 401(k) Plan. As soon as practicable after the Effective Timesuch date: (i) ASD EMC shall cause the accounts (including any outstanding loan balances) of each WABCO Employee, former WABCO employee and ASD Transferee eligible current VMware Employee in the ASD Defined Contribution Plans EMC Savings Plan to be transferred to the WABCO VMware 401(k) Plan and its related trusttrust in kind based on the investment election of the individuals in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) WABCO VMware (or any successor WABCO Group memberVMware Entity) and the WABCO VMware 401(k) Plan shall assume and be solely responsible for all liabilities Liabilities under the WABCO VMware 401(k) Plan relating to the accounts that are so transferred as of the time of such transfer; and (iii) WABCO VMware shall cause such transferred accounts to be accepted by the WABCO VMware 401(k) Plan and its related trust and shall cause the WABCO VMware 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 VMware Employee is vested in his or her account under the WABCO VMware 401(k) Plan, the WABCO VMware 401(k) Plan shall credit each WABCO VMware Employee and ASD Transferee with all the individual’s service credited under the ASD Defined Contribution Plans. Participants EMC Savings Plan; provided, however, that in no event shall VMware be required to provide any service or any other benefit-affecting credits to any individual to the ASD Defined Contribution Plans will not be treated as having experienced a termination of service for purposes extent that the provision of such plans as a credits would result in any duplication of benefits. Immediately prior to the Distribution or date upon which the occurrence transfer described above occurs, EMC shall contribute to the EMC Savings Plan all matching contributions, if any, due to the VMware Employees pursuant to the terms and conditions of such Plan for periods prior to the Effective Timetransfer 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. In accordance with applicable law, ASD SAP and WABCO Qualtrics shall use reasonable best efforts to cause, in the manner described herein, the accounts under the ASD Defined Contribution Plans SAP 401(k) Plan of each WABCO Employee and former WABCO eligible Qualtrics Employee and each ASD Transferee eligible Transferring Employee to be transferred to the WABCO Qualtrics 401(k) Plan as soon as practicable after the Effective TimeImplementation Date. As soon as practicable after the Effective TimeImplementation Date: (i) ASD SAP shall cause the accounts (including any outstanding loan balances) of each WABCO Employee, former WABCO employee eligible current Qualtrics Employee and ASD Transferee Transferring Employee in the ASD Defined Contribution Plans SAP 401(k) Plan to be transferred to the WABCO Qualtrics 401(k) Plan and its related trusttrust 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) WABCO Qualtrics (or any successor WABCO Group memberQualtrics Entity) and the WABCO Qualtrics 401(k) Plan shall assume and be solely responsible for all liabilities Liabilities under the WABCO Qualtrics 401(k) Plan relating to the accounts that are so transferred as of arising at or after the time of such transfer; and (iii) WABCO Qualtrics shall cause such transferred accounts to be accepted by the WABCO Qualtrics 401(k) Plan and its related trust and shall cause the WABCO 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 WABCO Qualtrics Employee is vested in his or her account under the WABCO Qualtrics 401(k) Plan, if applicable, the WABCO Qualtrics 401(k) Plan shall credit each WABCO Qualtrics Employee and ASD Transferee with all at least the individual’s service credited under the ASD Defined Contribution Plans. Participants 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 ASD Defined Contribution Plans will not be treated as having experienced a termination of service for purposes extent that the provision of such plans as a credits would result in any duplication of benefits. Immediately prior to the Distribution or date upon which the occurrence 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 Effective Timetransfer 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.