Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (a) Effective as of the Closing, Buyer shall designate one or more defined contribution pension plans (collectively, the “Buyer DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the defined contribution pension plans maintained by Fox or its Affiliates (collectively, the “Seller DC Plans”) that are intended to be qualified under Section 401(a) of the Code immediately prior to the Closing (collectively, the “Business DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Employees”. The DC Employees shall be given credit under the respective Buyer DC Plan for all service with Seller and its Affiliates and their respective predecessors as if it were service with Buyer for purposes of determining eligibility and vesting under each respective Buyer DC Plan, solely to the extent such service is credited for the purposes of the applicable defined contribution plan in which the Transferred Employee participated immediately prior to Closing. The applicable Buyer DC Plans shall be tax-qualified under Section 401(a) of the Code. (b) Each Buyer DC Plan will provide for the receipt in kind from the DC Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) other than distributions from Xxxx accounts in the Seller DC Plans, including notes corresponding to loans (other than loans that are fully or partially secured by amounts in Xxxx accounts in the Seller DC Plans). Buyer and Seller will work together in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their account balances, including notes, directly into a Buyer DC Plan.

Defined Contribution Plans. (a) Effective Immediately prior to the Closing Date, Seller shall take, or cause to be taken, all such actions as of may be necessary to cause the Closing, Buyer shall designate one or more Company to cease to be a participating employer under Seller’s defined contribution pension plans (collectively, the “Buyer DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the defined contribution pension plans maintained by Fox or its Affiliates (collectively, the “Seller DC Plans”) that are covering the Continuing Employees. Effective as of January 1, 2007, Purchaser or its Affiliates shall have in effect one or more defined contribution plans (the “Purchaser DC Plans”), which shall be intended to be qualified under Section 401(a) and other applicable provisions of the Code Code. Each Continuing Employee (other than each Continuing Employee who, as of the Closing Date, is eligible for retirement from Seller and, as such, will be considered “retired” for purposes of the Seller DC Plans (the “Retiree Eligible Employees”)) participating in any Seller DC Plans immediately prior to the Closing (collectively, the “Business DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Employees”. The DC Employees Date shall be given credit under the respective Buyer become a participant in a Purchaser DC Plan for all service with as of January 1, 2007. At such time that is reasonably requested by Purchaser, Seller and its Affiliates and their respective predecessors as if it were service with Buyer for purposes of determining eligibility and vesting under each respective Buyer DC Plan, solely to shall cause the extent such service is credited for the purposes trustees of the applicable defined contribution plan in which the Transferred Employee participated immediately prior to Closing. The applicable Buyer Seller DC Plans shall be tax-qualified under to transfer, but no later than December 31, 2006, in accordance with Section 401(a414(l) of the Code. , the full account balances of the Continuing Employees (bexcluding any account balances of the Retiree Eligible Employees) Each Buyer under the Seller DC Plan will Plans to the appropriate trustees as designated by Purchaser under the trust agreements forming parts of the Purchaser DC Plans. Such transfer shall include and give effect to outstanding loan balances under the Seller DC Plans as of the Closing Date. Seller shall make all necessary amendments to the Seller DC Plans and their related trust agreements to provide for the receipt transfer of assets described in kind from this Section 8.05(d), and Seller and Purchaser shall cooperate to make all filings with applicable government authorities required with respect to such transfer, including without limitation any IRS Form 5310-A filings and to effect the DC Employees of “eligible rollover distributions” (transfer contemplated by this Section 8.05(d). Except as such term is defined under expressly provided in this Section 402 of the Code) other than distributions from Xxxx accounts in 8.05(d), all liabilities, obligations and commitments associated with the Seller DC Plans, including notes corresponding Plans that arise out of or relate to loans (other than loans that are fully or partially secured by amounts in Xxxx accounts in the period prior to the Closing shall remain liabilities of Seller DC Plans). Buyer on and Seller will work together in order to facilitate any such distribution or rollover after the Closing Date and to effect an eligible rollover distribution shall be considered Excluded Liabilities for those DC Employees who timely elect to rollover their account balances, including notes, directly into a Buyer DC Planall purposes of this Agreement.

Defined Contribution Plans. (a) Effective as of the Closing, Buyer shall designate New Mylan shall, with respect to any Transferred Employee whose defined contribution obligation in one or more of the defined contribution pension plans maintained by Abbott or its Continuing Affiliates is required to be assumed or retained by an Acquired Company or an Acquired Company Subsidiary under applicable Law as a result of the transactions contemplated by this Agreement (collectively, the “Abbott Transferor DC Plans”), establish or designate defined contribution plans (collectively, the “Buyer New Mylan Transferee DC Plans”) for the benefit of the such Transferred Employees. The Transferred Employees who participated whose defined contribution obligation in one or more of the defined contribution pension plans maintained by Fox Abbott or its Continuing Affiliates (collectively, the “Seller DC Plans”) that are intended is required to be qualified under Section 401(a) of the Code immediately prior to the Closing (collectively, the “Business DC Plans”). Such Transferred Employees assumed or retained by an Acquired Company or an Acquired Company Subsidiary are referred to hereinafter as the “Abbott Transferred DC Employees”. The Abbott Transferred DC Employees shall be given credit under the respective Buyer New Mylan Transferee DC Plan for all service with Seller and compensation from Abbott or its Affiliates and their respective predecessors as if it were service with Buyer and compensation from New Mylan for purposes of determining eligibility eligibility, vesting and vesting the amount of any benefits or benefit accruals under each respective Buyer New Mylan Transferee DC Plan, solely to the extent such service is credited for the purposes of the applicable defined contribution plan in which the Transferred Employee participated immediately prior to Closing. The applicable Buyer DC Plans shall be tax-qualified under Section 401(a) of the Code. (b) Each Buyer With respect to an Abbott Transferor DC Plan, Abbott shall cause the transfer under each such Abbott Transferor DC Plan will provide for to the receipt corresponding New Mylan Transferee DC Plan of cash or cash equivalents equal to the actual account balances of the Abbott Transferred DC Employees under each such Abbott Transferor DC Plan or contracts, agreements or policies with or assets held by an external provider as of the Closing or such greater amount as is required by the applicable regulatory authority having jurisdiction over the Abbott Transferor DC Plan in kind order to obtain approval of such transfer (the “DC Transfer Amount”). The transfer of the DC Transfer Amounts shall be subject to such consents, approvals and other legal requirements as may apply under applicable Law. New Mylan shall cause the DC Transfer Amounts to be accepted by such plans. To the extent an Abbott Transferor DC Plan is not required to be funded by applicable Law and is not voluntarily funded as of the Closing, there shall be no transfer of assets. (c) The DC Transfer Amount to be transferred, if any, from the respective Xxxxxx XX Plan shall be equitably adjusted to take into account benefit payments made from the respective Abbott Transferor DC Plan to the Abbott Transferred DC Employees after the Closing but prior to the date of “eligible rollover distributions” (as transfer and for any earnings and losses on such term is defined under Section 402 amount during such period. The transfer of the CodeDC Transfer Amount, if any, shall take place within ninety (90) days after the Closing Date. (d) At the times of the transfers of the DC Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law and is not voluntarily funded at the Closing), New Mylan and the New Mylan Transferee DC Plans shall assume all Liabilities under the corresponding Abbott Transferor DC Plan in respect of the Abbott Transferred DC Employees whose benefits are transferred, and Abbott and its Continuing Affiliates and the corresponding Abbott Transferor DC Plans shall be relieved of all Liabilities to provide benefits under the Abbott Transferor DC Plans to the Abbott Transferred DC Employees whose benefits are transferred. From and after the date of such applicable transfer of the DC Transfer Amounts (or if there is no transfer of assets with respect to a particular plan because the plan is not required to be funded under applicable Law, as of the Closing), New Mylan agrees to indemnify and hold harmless Abbott and its Continuing Affiliates and its and their officers, directors, employees, and agents from and against any and all costs, damages, losses, expenses, or other than distributions from Xxxx accounts in Liabilities arising out of or related to the Seller Abbott Transferred DC Employees whose benefits under the Abbott Transferor DC Plans are transferred to the New Mylan Transferee DC Plans, including notes corresponding or the transfer of benefits, assets and Liabilities pursuant to loans (other than loans that are fully this Section 8.5, or partially secured by amounts in Xxxx accounts the cessation of participation in the Seller Abbott Transferor DC Plans). Buyer and Seller will work together Plans in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their account balances, including notes, directly into a Buyer DC Planconnection therewith.

Defined Contribution Plans. (a) Effective as of the Closing, Buyer Purchasers shall create or designate one or more defined contribution pension plans (collectively, the “Buyer Purchasers DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the defined contribution pension plans maintained by Fox Seller or its Affiliates (collectively, other than the “Seller DC Plans”Purchased Entities and their Subsidiaries) that are intended to be qualified under Section 401(a) of the Code (or any such analogous legislation outside the United States) immediately prior to the Closing (collectively, the “Business Seller DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Employees”. The DC Employees shall be given credit under the respective Buyer Purchasers DC Plan for all service with and compensation from Seller and its Affiliates and their respective predecessors as if it were service with Buyer and compensation from Purchasers for purposes of determining eligibility eligibility, vesting and vesting the amount of any benefits or benefit accruals under each respective Buyer Purchasers DC Plan, solely to the extent such service is credited for the purposes of the applicable defined contribution plan in which the Transferred Employee participated immediately prior to Closing. The applicable Buyer Purchasers DC Plans shall be intended to be tax-qualified under Section 401(a) in the same manner as the corresponding Seller DC Plans, and Purchasers shall provide Seller any determination letters or similar documentation evidencing such qualification. As of the Code. Closing Date, the Seller Group shall retain, and no Purchased Entity (bor a Subsidiary thereof) shall assume or retain sponsorship of, or any assets or Liabilities with respect to, the Seller DC Plans, other than with respect to the rollover of account balances described in this ‎Section 6.5. Each Buyer Purchasers DC Plan will provide for the receipt in kind from the DC Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) other than distributions from Xxxx accounts in Code (or such analogous legislation outside the Seller DC PlansUnited States), including notes corresponding to loans (other than loans that are fully or partially secured by amounts in Xxxx accounts in the Seller DC Plans)loans. Buyer Purchasers and Seller will work together in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover roll over their account balances, including notes, directly into a Buyer Purchasers DC Plan. The Seller Group shall cause the accounts of the DC Employees in each Seller DC Plan to be fully vested as of immediately prior to the Closing Date.

Defined Contribution Plans. (a) Effective As soon as of reasonably practicable after the Closing, Buyer shall designate one or more with respect to each Transferred Employee who is a participant in a Plan that is a tax- qualified defined contribution pension plans plan (collectivelyeach, a “Seller DC Plan”), the “Buyer Seller shall cause the plan administrator of each such Seller DC Plans”Plan to provide each such Transferred Employee with the right (but not the obligation) for to receive a distribution of such Transferred Employee’s interest under the benefit of applicable Seller DC Plan and the option to elect to roll over such Transferred Employees who participated Employee’s interest in one or more of the such Seller DC Plan (including any outstanding loan balances and any promissory notes in respect thereof) to a defined contribution pension plans plan established or maintained by Fox the Purchaser or one of its Affiliates (collectivelyeach, the a “Seller Purchaser DC PlansPlan”) that are intended to be qualified under Section 401(a) of the Code immediately prior Code. Effective as of the Closing Date, (i) the Seller shall, or shall cause its Affiliates to, cause the Transferred Employees to cease participation under the Seller’s DC Plan and (ii) the Purchaser shall, or shall cause its Affiliates to, cause the Transferred Employees to be eligible to participate in the Purchaser’s DC Plan. The Purchaser shall take, or shall cause one of its Affiliates to take, all such action as may be necessary or appropriate (including amending the Purchaser DC Plans, if necessary) to permit any Transferred Employees who have timely made an election to roll over their interest in cash together with any loans in the applicable Seller DC Plans to a Purchaser DC Plan. The Purchaser shall cooperate, or cause one of its Affiliates to cooperate, with the Seller in providing information to the Closing (collectively, the “Business DC Plans”). Such Transferred Employees are referred regarding rollovers of their interests from the applicable Seller DC Plans to hereinafter as the “a Purchaser DC Employees”Plan. The DC Seller shall fully vest all Transferred Employees shall be given credit in their account balances under the respective Buyer DC Plan for all service with Seller and its Affiliates and their respective predecessors as if it were service with Buyer for purposes of determining eligibility and vesting under each respective Buyer DC Plan, solely to the extent such service is credited for the purposes effective as of the applicable defined contribution plan in which the Transferred Employee participated immediately prior to Closing. The applicable Buyer DC Plans shall be tax-qualified under Section 401(a) of the Code. (b) Each Buyer DC Plan will provide for the receipt in kind from the DC Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) other than distributions from Xxxx accounts in the Seller DC Plans, including notes corresponding to loans (other than loans that are fully or partially secured by amounts in Xxxx accounts in the Seller DC Plans). Buyer and Seller will work together in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their account balances, including notes, directly into a Buyer DC Plan.

Defined Contribution Plans. (a) Effective Prior to the Closing Date or as of soon as practicable thereafter, the Closing, Buyer Partnership shall designate one or more establish a defined contribution pension plans plan (collectively, the “Buyer "New DC Plans”Plan") for the benefit of the Transferred Employees who participated in one or more of covered under the defined contribution pension plans maintained by Fox or its Affiliates Xxxxxxx & Xxxxxxxxx 401(k) Savings Plan (collectively, the “"Seller DC Plans”Plan") that are intended and the Partnership and Seller shall make any and all filings and submissions to the appropriate governmental agencies required to be made in connection with the transfer of assets described below. Prior to any such transfer, each of Seller and the Partnership shall certify to the other that its respective Plan is qualified under Section 401(a) of the Code immediately prior and shall indemnify the other with respect to any and all liabilities which arise from the Closing (collectively, the “Business DC Plans”)failure of its Plan to be so qualified. Such Transferred Employees are referred to hereinafter As soon as the “DC Employees”. The DC Employees shall be given credit under the respective Buyer DC Plan for all service with Seller and its Affiliates and their respective predecessors as if it were service with Buyer for purposes of determining eligibility and vesting under each respective Buyer DC Plan, solely to the extent such service is credited for the purposes of practicable after the applicable defined contribution plan in which Employee Transfer Date, Seller shall cause the Transferred Employee participated immediately prior to Closing. The applicable Buyer DC Plans shall be tax-qualified under Section 401(a) trustee of the Code. (b) Each Buyer DC Plan will provide for the receipt in kind from the DC Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) other than distributions from Xxxx accounts in the Seller DC Plans, including notes corresponding Plan to loans (other than loans that are fully or partially secured by amounts in Xxxx accounts in transfer assets equal to the Seller DC Plans). Buyer and Seller will work together in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their full account balances, including notesoutstanding loan balances, directly into of the Transferred Employees (which account balances will have been credited with earnings or losses attributable through the date of transfer) to the appropriate trustee as designated by the Partnership under the trust agreement forming a Buyer part of the New DC Plan. Assets shall be transferred in cash except for plan loans which shall be transferred in kind. With respect to notes evidencing plan loans, the Seller DC Plan will assign such notes to the New DC Plan. In consideration for the transfer of assets described herein, the Partnership shall, effective as of the date of transfer described herein, cause the New DC Plan to assume all of the obligations of the Seller DC Plan in respect of the account balances accumulated by the Transferred Employees under the Seller DC Plan, and all qualifying service taken into account under the Seller DC Plan for eligibility and vesting purposes prior to the Employee Transfer Date shall be taken into account for such purposes under the New DC Plan. Seller and Buyer agree to use their best efforts to effect the asset transfers contemplated by this Paragraph as promptly as possible in order to minimize any adverse impact such transfers may have on the administration of the DC Plans or on the Transferred Employees during the transition period.

Defined Contribution Plans. (a) Effective as of the Closing, Buyer Purchaser shall create or designate one or more defined contribution pension plans (collectively, the “Buyer Purchaser DC Plans”) for the benefit of the Transferred Employees who participated in one or more of the defined contribution pension plans plan maintained by Fox Seller or its Affiliates (collectively, the “Seller DC Plans”) that are is intended to be qualified under Code Section 401(a) of the Code immediately prior to the Closing (collectively, the “Business Seller DC PlansPlan”). Such Transferred Employees are referred to hereinafter as the “DC Employees”. .” The DC Employees shall be given credit under the respective Buyer Purchaser DC Plan for all service with and compensation from Seller and or its Affiliates and their respective predecessors as if it were service with Buyer and compensation from Purchaser for purposes of determining eligibility eligibility, vesting and vesting the amount of any benefits or benefit accruals under each respective Buyer Purchaser DC Plan. (b) Effective as of the Closing, solely Seller shall cause assets in the form of cash, cash equivalents, marketable securities or participant plan loan obligations equal to the extent such service is credited for the purposes value of the applicable defined contribution plan in which accounts of the DC Employees under the Seller DC Plan and the employer matching contributions earned through the Closing Date by each Transferred Employee who participated immediately in the Seller DC Plan to be transferred to the corresponding Purchaser DC Plan that is intended to be qualified under Code Section 401(a) and Purchaser shall cause such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). . (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to Closingthe date of transfer and for any earnings and losses on such amount during such period. The applicable Buyer Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plans shall be tax-qualified Plan under Section 401(a) of the Code, or an opinion of Purchaser’s counsel, satisfactory to Seller’s counsel, that each Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A in connection with the transfers. (bd) Each Buyer DC Plan will provide for At the receipt in kind from the DC Employees of “eligible rollover distributions” (as such term is defined under Section 402 time of the Code) other than distributions from Xxxx accounts in Plan Account Transfer (or if there is no transfer of assets, at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees under the Seller DC Plans, including notes corresponding to loans (other than loans that are fully or partially secured by amounts in Xxxx accounts in Plan and Seller and its Affiliates and the Seller DC Plans). Buyer and Plan shall be relieved of all such Liabilities under the Seller will work together in order DC Plan with respect to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their account balances, including notes, directly into a Buyer DC Planthe Transferred Employees.

Defined Contribution Plans. (a) Effective as of the Closing, Buyer Purchasers shall establish or designate one or more defined contribution pension plans Plans (collectively, the “Buyer Purchaser DC Plans”) for the benefit of the Transferred Business Employees who participated in one or more of the defined contribution pension plans Plans maintained by Fox Sellers or its their respective Affiliates (collectively, in the “Seller DC Plans”) United States that are intended to be qualified under Code Section 401(a) of the Code immediately prior to the Closing (collectively, the “Business Seller DC Plans”). Such Transferred Business Employees are referred to hereinafter as the “DC Employees”. The Sellers shall cause Seller DC Employees shall be given credit under Plans to fully vest the respective Buyer account balances of all DC Employees. Each Purchaser DC Plan for all service with Seller and its Affiliates and their respective predecessors as if it were service with Buyer for purposes of determining eligibility and vesting under each respective Buyer DC Plan, solely to the extent such service is credited for the purposes of the applicable defined contribution plan in which the Transferred Employee participated immediately prior to Closing. The applicable Buyer DC Plans shall be tax-qualified under Section 401(a) of the Code. (b) Each Buyer DC Plan will provide for the receipt in kind from the DC Employees of “eligible rollover distributions” (as such term is defined under Section 402 of the Code) other than distributions in cash and promissory notes evidencing outstanding loans to DC Employees, which shall be transferred in-kind. Purchaser agrees to take all actions necessary to cause the Purchaser DC Plans to accept such eligible rollover distributions. As soon as practicable following the Closing Date, Purchasers shall provide Sellers, and Sellers shall provide Purchasers, a favorable determination letter from Xxxx accounts the Internal Revenue Service stating that the Purchaser DC Plans in the case of the Purchasers, and the Seller DC PlansPlans in the case of the Sellers, are qualified under Code Section 401(a). Each DC Employee shall be given the opportunity to receive a distribution of his or her account balance under any Seller DC Plan and shall be given the opportunity to elect to “roll over” such account balance, including notes corresponding outstanding Plan loan obligations in-kind, to loans a Purchaser DC Plan, subject to and in accordance with the provisions of such plan(s) and applicable Law, provided that such “rollover” of outstanding Plan loan obligations shall occur as soon as administratively practicable, but it no event later than ninety (other than loans that are fully or partially secured by amounts in Xxxx accounts in 90) days following the Seller DC Plans)Closing. Buyer Purchasers and Seller will Sellers shall work together in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their account balances, including notes, balances and outstanding Plan loan obligations directly into a Buyer Purchaser DC Plan.