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

Assumption of Liabilities and Transfer of Assets. On or before August 5, 2002: (i) the SUREBEAM 401(k) Plan shall assume and be solely responsible for all Liabilities to or relating to SUREBEAM Individuals under the TITAN 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 TITAN (or any third party designated by TITAN to provide services under the TITAN PLANS) to comply with applicable laws, regulations or agreements or the terms of a plan (including, without limitation, the failure of the TITAN 401(k) Plan to be a “qualified plan” under the Code); and (ii) TITAN shall cause the accounts of the SUREBEAM Individuals under the TITAN 401(k) Plan, and the assets in such accounts, which are held in trust as of August 2, 2002 to be transferred in kind to the SUREBEAM 401(k) Plan, and the related trust, with the TITAN stock to be transferred in kind and the remaining Plan assets to be liquidated and transferred in cash, and SUREBEAM shall cause such transferred accounts and assets to be accepted in kind by such plan and trust. Both TITAN and SUREBEAM shall use their reasonable best efforts to enter into such mutually satisfactory agreements to accomplish such assumptions and transfers, and SUREBEAM shall use its reasonable best efforts to enter into such agreements satisfactory to SUREBEAM to provide for the maintenance of the necessary participant records, the appointment of an initial trustee under the SUREBEAM 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 SUREBEAM 401(k) Plan.

Assumption of Liabilities and Transfer of Assets. On As soon as practicable after the Distribution Date or before August 5, 2002prior to that time: (i) the SUREBEAM Leap 401(k) Plan shall assume and be solely responsible for all Liabilities to or relating to SUREBEAM Leap Individuals under the TITAN 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 TITAN (or any third party designated by TITAN to provide services under the TITAN PLANS) QUALCOMM to comply with applicable laws, regulations or agreements or the terms of a plan (including, without limitation, the failure of the TITAN QUALCOMM 401(k) Plan to be a “"qualified plan” " under the Code); and (ii) TITAN QUALCOMM shall cause the accounts of the SUREBEAM Leap Individuals under the TITAN QUALCOMM 401(k) Plan, and the assets in such accounts, which are held in trust as of August 2, 2002 the Close of the Distribution Date to be transferred in kind to the SUREBEAM Leap 401(k) Plan, and the related trust, with the TITAN stock to be transferred in kind and the remaining Plan assets to be liquidated and transferred in cash, and SUREBEAM Leap shall cause such transferred accounts and assets to be accepted in kind by such plan and trust. Both TITAN QUALCOMM and SUREBEAM Leap shall use their reasonable best efforts to enter into such mutually satisfactory agreements to accomplish such assumptions and transfers, and SUREBEAM Leap shall use its reasonable best efforts to enter into such agreements satisfactory to SUREBEAM Leap to provide for the maintenance of the necessary participant records, the appointment of an initial trustee under the SUREBEAM 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 SUREBEAM Leap 401(k) Plan.