Common use of Qualified Defined Contribution Plan Clause in Contracts

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. Each Seller is currently a participating company in the InterMedia Partners Tax-Deferred Savings Plan ("Sellers' Seller's DC Plan"). New Employees shall not accrue any further benefits under the Sellers' Seller's 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' Seller's DC Plan shall be transferred to the Buyer's DC Plan as soon as reasonably practicable following the Closing in accordance with this Subsection 0Subsection. 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 Seller 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' Seller's 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' Seller's 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' Seller's 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' Seller's 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. Each Seller is (a) The Identified Employees currently a participating company are eligible to participate in the InterMedia Partners Tax-Deferred Savings AirTouch Communications Retirement Plan ("Sellers' AirTouch's DC Plan"). New Employees ------------------ shall not accrue any further benefits under the Sellers' AirTouch's DC Plan as of any date after the Initial Closing (unless still employed by either Seller any Sublessor or its ERISA Affiliates). Buyer . (b) TowerCo is a participating company in the Northland Telecommunications Corporation 401(k) American Tower 401(k)/Profit Sharing Plan ("BuyerTowerCo's DC Plan"). The Except with respect to any New Employee who ----------------- elects otherwise, the account balances of New Employees in the Sellers' AirTouch's DC Plan shall be transferred to the BuyerTowerCo's DC Plan as soon as reasonably practicable following the Initial Closing in accordance with this Subsection 0Section 73. Buyer TowerCo represents and warrants that the BuyerTowerCo'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 0Section 7.3. Prior to such transfer, but in no event later than two (2) months after the Initial Closing Date, Buyer TowerCo shall provide to Sellers Sublessors satisfactory evidence that the BuyerTowerCo's DC Plan complies with such requirements, including copies of BuyerTowerCo'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). . (c) As soon as reasonably practicable after the Initial Closing and provision of satisfactory evidence pursuant to this Subsection 0Section 7.3, the trustee of Sellers' AirTouch's DC Plan shall transfer to the trustee of BuyerTowerCo's DC Plan cash and/or assets, including plan loan obligations, equal to the value of the account balances of each New Employee (except any New Employee electing not to transfer his or her account balance as provided above) under Sellers' AirTouch's 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 BuyerTowerCo'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' AirTouch's DC Plan to the New Employee between such valuation date and such transfer date. Buyer . (d) TowerCo agrees that once the transfers made described herein have been made, the sole and exclusive responsibility for providing the benefits accrued by the New Employees under Sellers' AirTouch's DC Plan as of the transfer date and transferred to BuyerTowerCo's DC Plan shall be that of BuyerTowerCo's DC Plan and BuyerTowerCo.

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 06.5(c). 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 06.5(c). 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 06.5(c), 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.