Qualified Defined Contribution Plan. (a) Assumption of Parent 401(k) Plan by SpinCo. Effective on or prior to the Effective Time, SpinCo shall, or shall cause one of its Affiliates to, assume sponsorship of the Atlas Energy, L.P. Investment Savings Plan (the “Parent 401(k) Plan”) and related trust, and make such amendments thereto as necessary to reflect the new sponsorship thereof by SpinCo (such plan as renamed as of the Effective Time in connection with such assumption, the “SpinCo 401(k) Plan”). From and after the Effective Time, no Retained Business Participants shall accrue any benefits under the SpinCo 401(k) Plan.
(b) Direct Transfer of SpinCo 401(k) Account Balances to the TRGP 401(k) Plan. Effective as of the Effective Time, Retained Business Participants shall become fully vested in their account balances under the SpinCo 401(k) Plan. As soon as reasonably practicable following the date the contributions described in Section 3.1(c) are made to the SpinCo 401(k) Plan, SpinCo shall cause the SpinCo 401(k) Plan accounts (including any outstanding loan balances to the extent permitted under the SpinCo 401(k) Plan and other Assets) of all Retained Business Participants to be transferred from the trust underlying the SpinCo 401(k) Plan in kind to the trust underlying the applicable TRGP 401(k) Plan in accordance with Section 7.14(d) of the Merger Agreement. Any transfer of assets pursuant to this Section 3.1(b) shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation § 1.414(1)-1, Section 401(a)(12) of the Code, and Section 208 of ERISA.
(c) Contributions under the Parent 401(k) Plan as of the Effective Time. All contributions accrued by Retained Business Participants under the Parent 401(k) Plan (including employee deferrals, matching contributions, profit-sharing contributions, and employer non-elective contributions) through the Effective Time, determined in accordance with the terms and provisions of the Parent 401(k) Plan, ERISA, and the Code, and based on all service performed and compensation accrued prior to the Effective Time, and which have not been deposited prior to the Effective Time, shall be deposited by Parent to the Parent 401(k) Plan prior to the Effective Time. Such contributions shall be determined without taking into account any requirement in the SpinCo 401(k) Plan that a participant remain employed on any date following the Effective Time in order to qualify therefor.
Qualified Defined Contribution Plan. (a) Seaport Entertainment 401(k) Plan. As soon as practicable after the Distribution Date, Seaport Entertainment shall establish, maintain or provide for the benefit of Transferring Employees (i) a defined contribution plan that is intended to be qualified under Section 401(a) of the Code, and (ii) a related trust or trusts exempt under Section 501(a) of the Code, each to be effective on the date of, or as soon as practicable following, the Effective Time (the “Seaport Entertainment 401(k) Plan”). Seaport Entertainment shall be solely responsible for taking all necessary, reasonable, and appropriate actions to establish, maintain and administer the Seaport Entertainment 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust is exempt under Section 501(a) of the Code. Transferring Employees shall cease to be eligible to actively participate in the HHH 401(k) Plan on or prior to the Effective Time.
Qualified Defined Contribution Plan. Each Seller is currently a participating company in the InterMedia Partners Tax-Deferred Savings Plan ("Sellers' DC Plan"). New Employees shall not accrue any further benefits under the Sellers' DC Plan as of any date after the Closing (unless employed by either Seller or its ERISA Affiliates). Buyer is a participating company in the Northland Telecommunications Corporation 401(k) Plan ("Buyer's DC Plan"). The account balances of New Employees in the Sellers' DC Plan shall be transferred to the Buyer's DC Plan as soon as reasonably practicable following the Closing in accordance with this Subsection 0. Buyer represents and warrants that the Buyer's DC Plan and related trust meet the requirements for qualification under section 401 and related sections of the Code and shall continue to meet such requirements as of the date of the transfer described in this Subsection 0. Prior to such transfer, but in no event later than two (2) months after the Closing Date, Buyer shall provide to Sellers satisfactory evidence that the Buyer's DC Plan complies with such requirements, including copies of Buyer's DC Plan and the most recent determination letter issued by the Internal Revenue Service (and any subsequent determination letter application filed with the Internal Revenue Service). As soon as reasonably practicable after the Closing and provision of satisfactory evidence pursuant to this Subsection 0, the trustee of Sellers' DC Plan shall transfer to the trustee of Buyer's DC Plan cash and/or assets, including plan loan obligations, equal to the value of the account balances of each New Employee under Sellers' DC Plan as of the last valuation date immediately preceding the transfer date, which amount shall be credited to the respective account or accounts under Buyer's DC Plan. The foregoing notwithstanding, the amount to be so transferred with respect to any New Employee shall be reduced by any withdrawals and other distributions made from Sellers' DC Plan to the New Employee between such valuation date and such transfer date. Buyer agrees that once the transfers made herein have been made, the sole and exclusive responsibility for providing the benefits accrued by the New Employees under Sellers' DC Plan as of the transfer date and transferred to Buyer's DC Plan shall be that of Buyer's DC Plan and Buyer.
Qualified Defined Contribution Plan. Section 3.1 MPI 401(k) Plan.
(a) Establishment of the MPI 401(k) Plan. Effective as of the Distribution Date, MPI shall, or shall have caused one of its Affiliates to, establish a defined contribution plan and trust for the benefit of MPI Participants (the “MPI 401(k) Plan”). MPI shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the MPI 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt from Federal income tax under Section 501(a) of the Code. MPI (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the MPI 401(k) Plan.
Qualified Defined Contribution Plan. (i) Subject to the terms of this §8.5(e), Assets and Liabilities attributable to the vested and unvested account balances of the Transferred Employees (or any other applicable HXXX Employee who is an HBIO Participant) , including any notes relating to outstanding plan loans, which are held in the trust under the Harvard Bioscience, Inc. 401(k) Plan (the “DC Trust”) shall be spun off to a new 401(k) plan, the provisions of which shall initially mirror the plan under the DC Trust, and which HXXX shall sponsor and maintain (the “HXXX 401(k) Plan”). The Parties hereto shall cooperate in good faith to complete such separation on commercially reasonable terms and conditions, effective as of the Distribution Date or as soon thereafter as reasonably practicable. For purposes of counting service for eligibility, vesting and the accrual of benefits under the HXXX 401(k) Plan, the HBIO Employment of any Transferred Employee (or other HXXX Employee) shall count as HXXX Employment under the HXXX 401(k) Plan, as of the effective date of such Plan.
(a) (ii) HXXX shall be responsible for taking all necessary, reasonable and appropriate actions to establish, maintain and administer the HXXX 401(k) Plan so that it is qualified under Section 401(a) of the Code, so that the trust related thereto is exempt from Federal income tax under Section 501(a) of the Code. HXXX (acting directly or through one or more of its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the HXXX 401(k) Plan.
Qualified Defined Contribution Plan. Section 3.1 Furiex 401(k) Plan.
(a) Establishment of the Furiex 401(k) Plan. Effective as of the Distribution Date, Furiex shall, or shall have caused one of its Affiliates to, establish a defined contribution plan and trust for the benefit of Furiex Participants (the “Furiex 401(k) Plan”). Furiex shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the Furiex 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt from Federal income tax under Section 501(a) of the Code. Furiex (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the Furiex 401(k) Plan.
Qualified Defined Contribution Plan. Section 3.1 CPEX 401(k) Plan.
(a) Establishment of the CPEX 401(k) Plan. Effective as of the Distribution Date, CPEX shall, or shall have caused one of its Affiliates to, establish a defined contribution plan and trust for the benefit of CPEX Participants (the “CPEX 401(k) Plan”). CPEX shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the CPEX 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt from Federal income tax under Section 501(a) of the Code. CPEX (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the CPEX 401(k) Plan.
Qualified Defined Contribution Plan. 3.1 401(k) Plan.
(a) Sponsorship of the 401(k) Plan. Effective as of the date of Separation, SpinCo shall become the sponsor of the 401(k)
Qualified Defined Contribution Plan. On or before the IPO Effective Date, Cabot Microelectronics shall adopt a defined contribution plan for the benefit of the CMC Employees. Such plan shall be qualified under Sections 401(a) and 401(k) of the Code and shall contain such rights and features as Cabot Microelectronics shall determine. The CMC Employees shall commence to participate in such plan as of the first day of the month immediately following the month in which the IPO Effective Date occurs.
Qualified Defined Contribution Plan. Section 4.1 Questar 401(k) Plan; QEP 401(k) Plan.
(a) Establishment of the QEP 401(k) Plan. Effective as of the Distribution Date, QEP shall, or shall have caused one of its Affiliates to, establish a defined contribution plan and trust solely for the benefit of those eligible QEP Employees (and their beneficiaries and alternate payees) (the “QEP 401(k) Plan”). QEP shall be responsible for taking all necessary, reasonable and appropriate action to establish, maintain and administer the QEP 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. QEP (acting directly or through its Affiliates) shall be responsible for any and all Liabilities and other obligations with respect to the QEP 401(k) Plan.
(b) Transfer of Questar 401(k)
