Assumption of Liabilities; Transfer of Assets. As soon as practicable after the Effective Time and subject to Applicable Law: (a) Ventas shall cause the accounts (including any outstanding loan balances) of each SpinCo Group Employee in the Ventas 401(k) Plan to be transferred to the SpinCo 401(k) Plan and its related trust; (b) the SpinCo 401(k) Plan shall assume and be solely responsible for all Liabilities under the SpinCo 401(k) Plan relating to the accounts that are so transferred as of and following the time of such transfer; and (c) SpinCo shall cause such transferred accounts to be accepted by the SpinCo 401(k) Plan and its related trust and shall cause the SpinCo 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable Law with respect to the transferred accounts (the “Transfer”). Such Transfer shall be made in (i) cash but only to the extent it is not practicable to transfer in kind (as determined by the administrator of the Ventas 401(k) Plan) and (ii) promissory notes evidencing the transfer of outstanding loans. As soon as practicable after the Effective Time and subject to Applicable Law, Ventas shall contribute to the account of each SpinCo Group Employee who is a participant in the SpinCo 401(k) Plan, to the extent not previously made, any matching contribution that it would ordinarily have made on behalf of such SpinCo Group Employee in the year in which the Effective Time occurs with respect to contributions actually made to the Ventas 401(k) Plan by such SpinCo Group Employee on or prior to the Effective Time (the “Additional Contribution”), and SpinCo shall cause such amount to be accepted by the SpinCo 401(k) Plan and its related trust for the benefit of each such SpinCo Group Employee.
Appears in 4 contracts
Samples: Employee Matters Agreement (Ventas Inc), Employee Matters Agreement (Care Capital Properties, Inc.), Employee Matters Agreement (Care Capital Properties, Inc.)
