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 iGATE and WABCO Mastech shall cause, in the manner described herein, the accounts under the ASD Defined Contribution Plans iGATE Employee Retirement Savings Plan of each WABCO Employee and former WABCO Mastech Employee and each ASD iGATE Transferee to be transferred to the WABCO Mastech 401(k) Plan as soon as practicable after the Effective Time. As soon as practicable after the Effective Time: (i) ASD iGATE shall cause the accounts (including any outstanding loan balances) of each WABCO Employee, former WABCO employee Mastech Employee and ASD iGATE Transferee in the ASD Defined Contribution Plans iGATE Employee Retirement Savings Plan to be transferred to the WABCO Mastech 401(k) Plan and its related trust; (ii) WABCO Mastech (or any successor WABCO Group memberMastech Entity) and the WABCO Mastech 401(k) Plan shall assume and be solely responsible for all liabilities under the WABCO Mastech 401(k) Plan relating to the accounts that are so transferred as of the time of such transfer; and (iii) WABCO Mastech shall cause such transferred accounts to be accepted by the WABCO Mastech 401(k) Plan and its related trust and shall cause the WABCO Mastech 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 Mastech Employee is vested in his or her account under the WABCO Mastech 401(k) Plan, the WABCO Mastech 401(k) Plan shall credit each WABCO Mastech Employee and ASD iGATE Transferee with all the individual’s service credited under the ASD Defined Contribution PlansiGATE Employee Retirement Savings Plan. Participants in the ASD Defined Contribution Plans iGATE Employee Retirement Savings Plan 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 lawOn January 1, ASD 2008 or as soon as reasonably practicable thereafter (the "Savings Plan Transfer Date"), each of UOL and WABCO CMC shall cause, in the manner described herein, use its commercially reasonable efforts to cause the accounts of each CMC Employee who has an account balance under the ASD Defined Contribution Plans of UOL Savings Plan (each WABCO Employee and former WABCO Employee and each ASD Transferee a "CMC/UOL Savings Plan Participant") to be transferred to the WABCO 401(kCMC Savings Plan in accordance with the following procedure: (a) Plan as soon as practicable after the Effective Time. As soon as practicable after the Effective Time: (i) ASD UOL shall cause the trustee of the UOL Savings Plan to transfer the assets and liabilities of 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 eligible CMC/UOL Savings Plan Participant to the WABCO 401(k) CMC Savings Plan and its related trust; (ii) WABCO (or any successor WABCO Group membertrust in kind based on the investment election of each applicable CMC/UOL Savings Plan Participant in accordance with Sections 401(a)(12), 411(d)(6) and the WABCO 401(k414(l) 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; Code and (iii) WABCO CMC shall cause such transferred accounts to be accepted by the WABCO 401(k) trustee of the CMC Savings Plan and its related trust and trust; (b) Effective as of the Savings Plan Transfer Date, CMC shall cause the WABCO 401(k) CMC Savings Plan to satisfy assume and be responsible for all the liabilities of the UOL Savings Plan related to the CMC/UOL Savings Plan Participants, including but not limited to all benefits required to be protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In ; (c) For purposes of determining whether a WABCO CMC Employee is vested in his or her account under the WABCO 401(k) CMC Savings Plan, the WABCO 401(k) CMC Savings Plan shall credit each WABCO CMC Employee and ASD Transferee with all the individual’s 's service credited under the ASD Defined Contribution Plans. Participants UOL Savings Plan; provided, however, that in no event shall CMC be required to provide any service or 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 service or credits would result in any duplication of benefits; (d) Immediately prior to the Distribution Savings Plan Transfer Date, UOL shall contribute to the UOL Savings Plan all contributions, if any, payable to the UOL Savings Plan with respect to CMC/UOL Savings Plan Participants regardless of when such contributions were otherwise due to be contributed to the UOL Savings Plan; (e) CMC shall reimburse UOL for any contributions made by UOL with respect to CMC/UOL Savings Plan Participants for all periods beginning on or after January 1, 2008; and (f) Notwithstanding anything contained herein to the occurrence contrary, the Savings Plan Transfer Date shall not occur prior to the 31st day following the filing of the Effective Timeany required Forms 5310-A in connection therewith.