Common use of Seller’s Employee Benefit Plans Clause in Contracts

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each Employee or former Employee (including any beneficiary thereof). No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates or to any plan of Buyer or any of its Affiliates. Accrued benefits or account balances of Transferred Employees under the 401(k) Plan shall be fully vested as of the Closing Date. Seller shall cooperate and assist any Transferred Employee who so requests, in making a direct rollover of the Transferred Employee’s vested account balance to Buyer’s 401(k) plan as soon as practicable after the Closing date. Buyer shall cooperate with Seller and any Transferred Employee with respect to such direct rollover, provided that Buyer determines that the direct rollover is permitted under the Code and regulations thereunder. Each of the parties hereto shall pay its own expenses in connection with such direct rollover. (b) With respect to any Employee Plans that are group health plans as defined in Section 5000(b)(1) of the Code, Seller shall satisfy the notice requirements of Section 4980B and 9801 of the Code. Seller shall treat all Employees (and their beneficiaries) who terminate employment with Seller as a result of this transaction as “qualified beneficiaries” entitled to continuation health coverage as described in Section 4980B of the Code (“COBRA Coverage”), regardless of whether the Employee becomes a Transferred Employee, and Seller shall continue to provide COBRA Coverage for the maximum period required by law to any former Employee (or beneficiary) who is eligible for COBRA Coverage as of the Closing Date. Seller shall promptly notify Buyer if it ceases to provide any group coverage to any of its Employees.

Seller’s Employee Benefit Plans. (a) Seller or its applicable Subsidiary shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of each Employee or former Employee (including any beneficiary thereof). No assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or SVT or any of its their Affiliates or to any plan of Buyer or SVT or any of its their Affiliates. Accrued benefits or account balances of Transferred Employees under the 401(k) Plan shall be fully vested as of the Closing Date. Seller shall cooperate and assist assist, and shall cause its Subsidiaries to cooperate and assist, any Transferred Employee who so requests, in making a direct rollover of the Transferred Employee’s 's vested account balance to Buyer’s 's or SVT's 401(k) plan as soon as practicable after the Closing dateDate. Buyer and SVT shall cooperate with Seller and any Transferred Employee with respect to such direct rollover, provided that Buyer determines and SVT determine that the direct rollover is permitted under the Code and regulations thereunder. Each of the parties hereto shall pay its own expenses in connection with such direct rollover. (b) With respect to any Employee Plans that are group health plans as defined in Section 5000(b)(1) of the Code, Seller shall satisfy satisfy, and shall cause its Subsidiaries to satisfy, the notice requirements of Section 4980B and 9801 of the Code, to the extent applicable. Seller shall treat treat, and shall cause its Subsidiaries to treat, all Employees (and their beneficiaries) who terminate employment with Seller or its Subsidiaries as a result of the transactions contemplated by this transaction Agreement as “"qualified beneficiaries” " entitled to continuation health coverage as described in Section 4980B of the Code (“"COBRA Coverage”"), regardless of whether the Employee becomes a Transferred Employee, and Seller shall continue to provide provide, and cause its Subsidiaries to continue to provide, COBRA Coverage for the maximum period required by law to any former Employee (or beneficiary) who is eligible for COBRA Coverage as of the Closing Date. Seller shall, and shall cause its Subsidiaries, to promptly notify Buyer and SVT if it ceases to provide any group coverage to any of its Employees.

Seller’s Employee Benefit Plans. (a) Seller shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements any other benefit plan or arrangement of Seller or its affiliate in respect of each Employee employee or former Employee employee (including any beneficiary thereof)) who is not a Transferred Employee. No Except as expressly set forth herein, Seller or its designated affiliate shall retain all liabilities and obligations in respect of benefits accrued by Transferred Employees under the Employee Plans and any other benefit plan or arrangement of Seller or its affiliate, and neither Buyer nor any of its affiliates shall have any liability with respect thereto. Except as expressly set forth herein, no assets of any Employee Plan or Benefit Arrangement shall be transferred to Buyer or any of its Affiliates affiliates or to any plan of Buyer or any of its Affiliatesaffiliates. Accrued Seller shall take all actions necessary (including any necessary plan amendments) to cause accrued benefits or account balances of Transferred Employees under the Seller 401(k) Plan shall Plans to be fully vested as of the Closing Date. , and to provide that Transferred Employees shall be entitled to the full benefit of any matching contribution under the Seller shall cooperate and assist any Transferred Employee who so requests, in making a direct rollover of the Transferred Employee’s vested account balance to Buyer’s 401(k) Plans for the plan as soon as practicable year that includes the Closing Date (the "Closing Plan Year") attributable to amounts actually deferred prior to the Closing Date by Transferred Employees under the Seller 401(k) Plans during the Closing Plan Year, to the extent consistent with the governing plan documents and the past practice of Seller, excluding: (i) any discretionary matching contribution determined after the Closing date. Buyer shall cooperate with Seller and Date; and (ii) any Transferred Employee with respect nondiscretionary matching contribution the allocation of which to a participant's account is conditioned on such direct rollover, provided that Buyer determines that participant's being employed at the direct rollover is permitted under the Code and regulations thereunder. Each end of the parties hereto shall pay its own expenses in connection with such direct rolloverClosing Plan Year. (b) With respect to any Employee Plans In the event that are group health plans as defined Seller reasonably determines that the transactions contemplated by this Agreement constitute an event described in Section 5000(b)(1401(k)(10)(A)(ii) of the Code, Seller shall satisfy take all actions necessary: (i) to permit Transferred Employees to elect to take distributions (subject to applicable law) of their accounts thereunder in accordance with the notice requirements terms of such plans; and (ii) to the extent Transferred Employees so elect, to roll over the amounts received from the Seller 401(k) Plans (including, to the extent permissible under applicable law, any outstanding loans) to an individual retirement account or to one or more defined contribution retirement plans qualified under Section 4980B and 9801 401(a) of the Code. Seller shall treat all Employees (and their beneficiaries) who terminate employment with Seller as a result of this transaction as “qualified beneficiaries” entitled to continuation health coverage as described in Section 4980B of the Code (“COBRA Coverage”), regardless of whether the Employee becomes a Transferred Employee, and Seller shall continue to provide COBRA Coverage for the maximum period required by law to any former Employee (or beneficiary) who is eligible for COBRA Coverage as of the Closing Date. Seller shall promptly notify Buyer if it ceases to provide any group coverage to any of its Employees.