Seller 401(k) Plan Sample Clauses

Seller 401(k) Plan. Seller agrees to terminate its 401k Plan (the "PLAN") and to submit the Plan to the Internal Revenue Service for a favorable determination as to its qualification in connection with its termination. Seller maintains responsibility for completing and filing all documentation in connection with the Plan termination including the final Form 5500 for the Plan.
Sample 1
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Seller 401(k) Plan. Effective as of the Closing Date, the Transferred Employees shall no longer actively participate in any tax-qualified defined contribution plan sponsored by Seller or any of its Controlled Affiliates (the “Seller 401(k) Plan”). Each Purchaser shall designate a tax-qualified defined contribution plan of such Purchaser (each such plan, a Purchaser Savings Plan”) that either (i) currently provides for the receipt from the applicable Transferred Employees of “eligible rollover distributions” (as such term is defined in Section 401(a)(31) of the Code, including notes representing plan loans but excluding any Seller employer securities) or (ii) shall be amended as soon as practicable following the Closing Date to provide for the receipt from the applicable Transferred Employees of eligible rollover distributions (as such term is defined in Section 401(a)(31) of the Code, including notes representing plan loans but excluding any Seller employer securities). Seller shall, and shall cause its Controlled Affiliates to, and each Purchaser shall, and shall cause its Controlled Affiliates to, cooperate to take any and all actions needed to permit each applicable Transferred Employee to, as soon as reasonably practicable following the Closing Date, participate in the applicable Purchaser Savings Plan and to permit each applicable Transferred Employee with an outstanding loan balance under the Seller 401(k) Plan as of the Closing Date to continue to make scheduled loan payments to the Seller 401(k) Plan after the Closing Date, pending the distribution and in-kind rollover of the notes evidencing such loans from the Seller 401(k) Plan to the applicable Purchaser Savings Plan so as to prevent a deemed distribution or loan offset with respect to such outstanding loans.
Sample 1
Seller 401(k) Plan. Seller shall cause its sponsorship of the Xxxxxxxxxxx, Inc. 401(k) Savings Plan, which exclusively covers Business Employees (the “Acquired Company 401(k) Plan”), and the rights and obligations with respect thereto, to be transferred to and assumed by an Acquired Company such that, as of the Closing Date, the Acquired Company 401(k) Plan shall be assumed by Purchaser and its Affiliates. Purchaser shall designate a tax-qualified defined contribution plan of Purchaser (such plan, the “Purchaser Savings Plan”), which may be the Acquired Company 401(k) Plan, that will cover those Transferred Employees who are participants in the Process Equipment Group 401(k) Savings Plan (the “Seller 401(k) Plan”) (and accept any plan-to-plan transfers therefrom) as soon as practicable following the Closing Date.
Sample 1
Seller 401(k) Plan. Effective prior to the Closing Date, the Seller shall transfer the sponsorship of the Seller 401(k) Plan from the Company to the Seller and effective upon the Closing Date shall cause the unvested portion, if any, of the account balance of any employee of the Company or its Subsidiaries in the Seller 401(k) Plan to become fully vested.
Sample 1

Related to Seller 401(k) Plan

  • Third Party Administrators for Defined Contribution Plans 2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the “Program”) pursuant to which the customers (“Employers”) may adopt certain plans of deferred compensation (“Plan or Plans”) for the benefit of the individual Plan participant (the “Plan Participant”), such Plan(s) being qualified under Section 401(a) of the Code and administered by TPAs which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended.

  • Defined Contribution Plans The Company does not maintain, contribute to or have any liability under (or with respect to) any employee plan which is a tax-qualified "defined contribution plan" (as defined in Section 3(34) of ERISA), whether or not terminated.

  • Defined Contribution Plan A plan under which Employee accounts are maintained for each Participant to which all contributions, forfeitures, investment income and gains or losses, and expenses are credited or deducted. A Participant’s benefit under such plan is based solely on the fair market value of his or her account balance.

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • 401(k) Plan The Company presently offers its employees a 401k plan with a Company match to be determined annually by the Compensation Committee of the Board of Directors. You may elect to contribute pre-tax deferrals through payroll deduction pursuant to the terms of the 401k plan.

  • Health and Welfare Benefit Plans During the Employment Period, Executive and Executive’s immediate family shall be entitled to participate in such health and welfare benefit plans as the Employer shall maintain from time to time for the benefit of senior executive officers of the Employer and their families, on the terms and subject to the conditions set forth in such plan. Nothing in this Section shall limit the Employer’s right to change or modify or terminate any benefit plan or program as it sees fit from time to time in the normal course of business so long as it does so for all senior executives of the Employer.

  • 401(k) Plans (a) From the Distribution Time and continuing until the 401(k) Plan Transition Date, SpinCo shall become an “adopting employer” (as defined in the Company 401(k) Plan) and the Company 401(k) Plan shall provide for the SpinCo Group to participate in the Company 401(k) Plan for the benefit of SpinCo Employees and Former SpinCo Service Providers, and the Company consents to such adoption and maintenance, in accordance with the terms of the Company 401(k) Plan.

  • Seller Benefit Plans Unless otherwise provided under the terms of the applicable Employee Benefit Plan or the Transition Services Agreement, effective as of 12:01 a.m. on the Applicable Closing Date, each Employee shall cease all active participation in and accrual of benefits under the Employee Benefit Plans that are not Assumed Benefit Plans (such Employee Benefit Plans, along with any other benefit or compensation plan, program, policy or arrangement at any time sponsored, maintained, contributed to or required to be contributed to by any of the Sellers, the Transferred Subsidiaries or any of their respective ERISA Affiliates, the “Retained Benefit Plans”). The Assumed Benefit Plans are set forth in Section 6.02 of the Disclosure Schedule). Sellers and their affiliates (other than any of the Transferred Subsidiaries) shall retain or assume all liabilities and obligations under or with respect to the Retained Benefit Plans, whether arising before, on or after the Applicable Closing Date (such liabilities and obligations shall be deemed Retained Liabilities for all purposes under this Agreement notwithstanding any other provision of this Agreement), and neither Purchaser nor any of its affiliates (including, after the Applicable Closing Date, any of the Transferred Subsidiaries) shall sponsor, contribute to or maintain, or have any liability with respect to, any of the Retained Benefit Plans, other than the Purchaser Retention Payment described in Section 6.11 hereof. Without limiting the generality of the foregoing, (a) any employee or former employee working in the Business who (i) as of the Applicable Closing Date is receiving or eligible to receive short-term disability benefits under a Retained Benefit Plan, or (ii) as of the Applicable Closing Date is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits under a Retained Benefit Plan, shall become eligible or continue to be eligible, as applicable, to receive such benefits under a Retained Benefit Plan and (b) Sellers and their affiliates (other than the Transferred Subsidiaries) will assume or retain any obligations under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA, or similar state Law (“COBRA”) with respect to employees and any other qualified beneficiaries (i) who are enrolled in COBRA continuation coverage under a Retained Benefit Plan as of the Applicable Closing Date, or (ii) with respect to whom a COBRA qualifying event occurred on or prior to the Applicable Closing Date. Following the Applicable Closing Date, each Transferred Employee shall be permitted to elect to take distribution (subject to applicable Law) of his or her vested accounts under any Retained Benefit Plan that is a U.S. tax-qualified defined contribution plan and, if a Transferred Employee so elects, to roll them over, directly or otherwise, in accordance with applicable Law, to an individual retirement account or to a U.S. tax-qualified defined contribution retirement plan established or maintained by Purchaser or a Transferred Subsidiary (the “Buyer U.S. Defined Contribution Plans”), and Purchaser and Sellers shall reasonably cooperate to facilitate the direct rollover of distributions, including loan balances, to the Buyer U.S. Defined Contribution Plans where elected by the Transferred Employee. Effective as of 12:01 a.m. on the Applicable Closing Date, Purchaser shall assume or a Transferred Subsidiary shall retain (as applicable) and honor in accordance with their terms the Assumed Benefit Plans and shall be solely responsible for all liabilities under the Assumed Benefit Plans, whether arising before, on or after the applicable Closing (such liabilities and obligations shall be Assumed Liabilities for all purposes under this Agreement), and Sellers shall not sponsor, contribute to or maintain, or have any liability with respect to, the Assumed Benefit Plans.

  • Savings Plans Employee shall be entitled to participate in Employer’s 401(k) plan, or other retirement or savings plans as are made available to Employer’s other executives and officers and on the same terms which are available to Employer’s other executives and officers.

  • Benefit Plan Any of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “plan” subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or a plan in such entity.

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