Savings Plans. Seller shall retain all assets and liabilities under, and assume sole sponsorship of, all Benefit Plans that are defined contribution savings plans (“Seller Savings Plans”). Seller shall cause all Acquired Employees to be 100% vested in their benefits under such Seller Savings Plans effective as of the Closing Date. Buyer shall credit the service of each Acquired Employee with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, for purposes of eligibility and vesting under Buyer’s savings plan(s). In the case of Union Employees, Buyer will make or cause the applicable Acquired Company to make all required contributions under Buyer’s savings plan(s) as required under any applicable collective bargaining agreement. Buyer shall take all steps necessary to permit each such Acquired Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from Seller’s Savings Plans to roll over such eligible rollover distribution, including any associated loans, as part of any lump sum cash distribution into an account(s) under a 401(k) savings plan maintained by Buyer or an Acquired Company.
Appears in 3 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (Medianews Group Inc)
Savings Plans. Seller shall retain all assets and liabilities under, and assume sole sponsorship of, all Benefit Plans that are defined contribution savings plans (“Seller Savings Plans”). Seller shall cause all Acquired Employees to be 100% vested in their benefits under such Seller Savings Plans effective as of the Closing Date. Buyer shall credit the service of each Acquired Employee with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, for purposes of eligibility and vesting under Buyer’s or an Acquired Company’s savings plan(s). In the case of Union Employees, Buyer will make or cause the applicable Acquired Company to make all required contributions under Buyer’s or an Acquired Company’s savings plan(s) as required under any applicable collective bargaining agreement. Buyer shall take all steps necessary to permit each such Acquired Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from Seller’s Savings Plans to roll over such eligible rollover distribution, including any associated loans, as part of any lump sum cash distribution into an account(s) under a 401(k) savings plan maintained by Buyer or an Acquired Company.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (Medianews Group Inc)
Savings Plans. Seller shall retain all assets and liabilities under, and assume sole sponsorship of, all Benefit Plans that are defined contribution savings plans (“Seller Savings Plans”). Seller shall cause all Acquired Employees to be 100% vested in their benefits under such Seller Savings Plans effective as of the Closing Date. Buyer shall credit the service of each Acquired Employee with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, for purposes of eligibility and vesting under Buyer’s savings plan(s). In the case of Union Employees, Buyer will make or cause the applicable Acquired Company to make all required contributions under Buyer’s savings plan(s) ), if any, as required under any applicable collective bargaining agreement. Buyer shall take all steps necessary to permit each such Acquired Employee who has received an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) from Seller’s Savings Plans to roll over such eligible rollover distribution, including any associated loans, as part of any lump sum cash distribution into an account(s) under a 401(k) savings plan maintained by Buyer or an Acquired Company.
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