Special U.S. Provisions. Notwithstanding the provisions of Section 5.01, references to “Covered Employees” and “Transferred Employees” in this Section 5.02 shall refer to Covered Employees or Transferred Employees, as the case may be, who, immediately prior to the Closing Date, are primarily based in the United States or the Commonwealth of Puerto Rico.
Special U.S. Provisions. (a) Notwithstanding the provisions of Section 6.01, references to “Business Employees” and “Transferred Employees” in this Section 6.02 shall refer only to Business Employees and Transferred Employees, as the case may be, who immediately prior to the Closing are primarily based in the United States.
Special U.S. Provisions. (A) References to “Target Business Employees” and “Transferred Employees” in this Section 5(h)(xi) shall refer only to Target Business Employees and Transferred Employees, as the case may be, who, as of the date hereof, are primarily based in the United States.
(B) Notwithstanding any provision of this Agreement to the contrary, following the Closing, Seller shall retain, or shall cause the applicable Employee Benefit Plans to retain, (1) all assets and Liabilities that relate to benefits accrued by Target Business Employees prior to the Closing with respect to any Employee Benefit Plan that is a defined benefit pension plan and (2) all Liabilities with respect to any Employee Benefit Plan that is a post-retirement welfare benefit plan, and in the case of each of clauses (1) and (2), shall make payments to Target Business Employees with rights thereunder in accordance with the terms of the applicable Employee Benefit Plan, as in effect from time to time. CFPI shall have no Liability under or with respect to any such Employee Benefit Plans.
(C) Effective not later than the Plan Transition Date, CFPI or its Affiliates shall have in effect one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Code Section 401(k) (and a related trust exempt from tax under Code Section 501(a)) (as applicable, the “Buyer 401(k) Plan”). Each Transferred Employee participating in a Seller 401(k) Plan immediately prior to the Closing shall become a participant in the corresponding Buyer 401(k) Plan as of the Plan Transition Date, and each Transferred Employee who would have become eligible to participate in a Seller 401(k) Plan shall become a participant in the Buyer 401(k) Plan no later than the later of such time as he or she would have become eligible to participate in any Seller 401(k) Plan and the Plan Transition Date (or, in the case of any Transferred Employee who is not an Active Employee, the date such Transferred Employee commences employment with CFPI, if later). CFPI agrees to cause the Buyer 401(k) Plan to allow each Transferred Employee to make a “direct rollover” to such Buyer 401(k) Plan of the account balances of such Transferred Employee (including promissory notes evidencing any outstanding loans) under any Seller 401(k) Plan in which such Transferred Employee participated prior to the Closing if such direct rollover is elected in accordance with applicable Law by such Transferred Employee. Following su...
Special U.S. Provisions
