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

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. As soon as practicable after the Distribution Date On or prior to that timebefore August 5, 2002: (i) the Leap SUREBEAM 401(k) Plan shall assume and be solely responsible for all Liabilities to or relating to Leap SUREBEAM Individuals under the QUALCOMM 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 QUALCOMM 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 QUALCOMM TITAN 401(k) Plan to be a "“qualified plan" ” under the Code); and (ii) QUALCOMM TITAN shall cause the accounts of the Leap SUREBEAM Individuals under the QUALCOMM TITAN 401(k) Plan, and the assets in such accounts, which are held in trust as of the Close of the Distribution Date August 2, 2002 to be transferred in kind to the Leap SUREBEAM 401(k) Plan, and the related trust, with the TITAN stock to be transferred in kind and Leap 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 QUALCOMM TITAN and Leap SUREBEAM shall use their reasonable best efforts to enter into such mutually satisfactory agreements to accomplish such assumptions and transfers, and Leap SUREBEAM shall use its reasonable best efforts to enter into such agreements satisfactory to Leap SUREBEAM to provide for the maintenance of the necessary participant records, the appointment of an initial trustee under the Leap 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 Leap SUREBEAM 401(k) Plan.