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

Assumption of Liabilities; Transfer of Assets. As soon as practicable after the Effective Time and subject to completion of the Transfer Period, and subject to Section 3.1(c) and Applicable Law: (i) SPG shall cause the accounts (including any outstanding loan balances) of each WPG Employee in the SPG 401(k) Plan to be transferred to the WPG 401(k) Plan and its related trust; (ii) the WPG 401(k) Plan shall assume and be solely responsible for all Liabilities under the WPG 401(k) Plan relating to the accounts that are so transferred as of and following the time of such transfer; and (iii) WPG shall cause such transferred accounts to be accepted by the WPG 401(k) Plan and its related trust and shall cause the WPG 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable Law with respect to the transferred accounts. Such transfer shall be made in (i) cash but, other than as set forth in Section 3.1(c), only to the extent it is not practicable to transfer in kind (as determined by the administrator of the SPG 401(k) Plan) and (ii) promissory notes evidencing the transfer of outstanding loans.

Assumption of Liabilities; Transfer of Assets. As soon as practicable after the Effective Time and subject to completion of the Transfer Period, and subject to Section 3.1(c) and Applicable Law: (i) SPG VNO shall cause the accounts (including any outstanding loan balances) of each WPG UE Employee in the SPG VNO 401(k) Plan to be transferred to the WPG UE 401(k) Plan and its related trust; (ii) the WPG UE 401(k) Plan shall assume and be solely responsible for all Liabilities under the WPG UE 401(k) Plan relating to the accounts that are so transferred as of and following the time of such transfer; and (iii) WPG UE shall cause such transferred accounts to be accepted by the WPG UE 401(k) Plan and its related trust and shall cause the WPG UE 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable Law with respect to the transferred accounts. Such transfer shall be made in (i) cash but, other than as set forth in Section 3.1(c), only to the extent it is not practicable to transfer in kind (as determined by the administrator of the SPG VNO 401(k) Plan) and (ii) promissory notes evidencing the transfer of outstanding loans.