Transferred Plans. Effective as of the Closing Date, the Seller or one of its Affiliates shall take all actions necessary to transfer any and all assets of any funded

Transferred Plans. (a) Buyer agrees to assume or cause an affiliate to assume, and Seller agrees to transfer or cause to be transferred to Buyer, sponsorship of the Transferred Plans effective as of the Closing Date. Buyer agrees to assume and discharge or cause an affiliate to assume and discharge all of Seller's obligations and liabilities arising under the Transferred Plans and to idemnify and hold Seller harmless from any costs, liabilities, damages or expenses arising under or associated with the Transferred Plans, in either case, to the extent such liabilities, obligations, costs, damages or expenses relate to periods following the Closing Date. Notwithstanding the foregoing provisions of this Section 7 o. , in the event Buyer determines to submit the Central 401(k) Plan to the Internal Revenue Service ("IRS") to seek confirmation of the tax qualified status of said Plan from its inception and to verify the pre-tax nature of all contributions to said Plan, the indemnification of Seller set forth in the foregoing sentence shall not be applicable to any and all costs, liabilities, damages and expenses resulting directly or indirectly from said actions. Further, Seller agrees to pay directly or to reimburse Buyer for any and all fees and expenses, including but not limited to reasonable legal fees and expenses and filing fees, incurred by Buyer in seeking such IRS confirmation and verification. Buyer agrees that Seller shall have the right, at its own expense, to participate in the process of seeking IRS confirmation and verification of the issues described above, including but not limited to assuming the primary role in presenting to the IRS the position for qualification of the plan and the pre-tax nature of all contributions. Buyer agrees to establish or cause an affiliate to establish a trust under each of the Transferred Plans and to appoint one or more trustees to hold the assets of each of the Transferred Plans. As soon as practicable after Seller has received notice from the Buyer, in the form of a certified Board of Directors resolution, that (i) Buyer or its affiliate has adopted the Transferred Plans, and (ii) a trust has been established and one or more trustees have been appointed under each of the Transferred Plans, Seller will instruct the Transferred Plans' trustees to transfer all of the assets under each of the Transferred Plans (including assets attributable to the Funding Amount, as defined in this section, under the Central Pension Plan) to the new tr...

Transferred Plans. Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Transferred Employee Plan has been established, maintained and administered in compliance with its terms and with the requirements prescribed by Applicable Law; (ii) all employer contributions to each Transferred Employee Plan required by Applicable Law or by the terms of such Transferred Employee Plan have been made, or, if applicable, accrued in accordance with GAAP; (iii) the fair market value of the assets of each Transferred Employee Plan, the liability of each insurer for any Transferred Employee Plan funded through insurance or the book reserve established for any Transferred Employee Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Transferred Employee Plan, according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Transferred Employee Plan, and the Transactions shall not cause such assets or insurance obligations to be less than such benefit obligations; and (iv) each Transferred Employee Plan required to be registered with a Governmental Entity has been registered and has been maintained in good standing with such Governmental Entity. With respect to each Business Employee who is not a resident of the United States, Seller and each of its Subsidiaries have made all material social security contributions (including contributions to all mandatory provident fund schemes) in accordance with Applicable Laws.

Transferred Plans. Unless otherwise set forth on Schedule 7.4(b), or as otherwise provided in this Section 7.4, the Transferred Plans shall include only those Business Employee Plans that are currently sponsored by the Companies or their respective Subsidiaries (so that the Companies or their respective Subsidiaries are the entities with the authority to amend such Plans and the obligation to provide benefits under such Plans), and cover only Business Employees and no Novartis Plans which cover other employees or which are group-wide (or other employees on the payroll of the Business) shall be Transferred Plans and the Transferred Plans shall not include any stock, stock options, stock appreciation rights or other equity or equity-based Plans, such as the Novartis Corporation 2001 Stock Incentive Plan for North American Employees. In jurisdictions in which, under applicable Legal Requirements (including, without limitation, the Directive) or existing agreements, it is required that any Business Employee Plan (including without limitation, any pension, retirement plans or retiree medical plan) or any portion thereof (including any Liabilities to any Transferred Employee or group of Transferred Employees) be retained by (or transferred to) the Companies, the Buyer or any of its other Subsidiaries (including by virtue of any election available to the Transferred Employees under applicable Legal Requirements or existing agreements), then, to the extent so required, such Business Employee Plan, or portion thereof, shall constitute a Transferred Plan.

Transferred Plans. All Transferred Plans shall remain the responsibility of and shall be operated by the Companies on and after the Closing Date. All material Transferred Plans are set forth on Section 6.8(g) of the Disclosure Schedule. Buyer shall assume all obligations pursuant to the Transferred Plans as of the Closing.

Related to Transferred Plans

Transferred Employees Harpoon’s employment of the Transferred Employees shall terminate at 11:59 p.m. Pacific Time on the Series B Closing Date. Prior to or in conjunction with the Series B Closing, Maverick shall in good faith offer employment to the Transferred Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Series B Closing Date. In the event that any such Transferred Employee accepts Maverick’s offer of employment either before or after the Series B Closing, Maverick shall be responsible for all Liabilities (including salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of the Transferred Employee’s employment with Maverick. Harpoon shall be responsible for providing notice and health continuation coverage under COBRA to any Transferred Employee (and his/her qualified beneficiaries) who experiences a qualifying event after the Series B Closing Date. With respect to all confidentiality and invention assignment provisions applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing, Harpoon shall enforce such provisions on behalf of Maverick, at Maverick’s request and expense, to the extent that Maverick cannot enforce such Contracts directly. Effective upon the Series B Closing, Harpoon hereby waives (x) any non-competition or similar provisions and (y) any confidentiality provisions, to the extent restricting disclosure or use of the Transferred Intellectual Property or use of the license set forth in Section 2.2(a), in each case ((x) and (y)) applicable to Transferred Employees contained in Contracts that Transferred Employees entered into with Harpoon prior to the Series B Closing.
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.
Qualified Plans With respect to each Employee Benefit Plan intended to qualify under Code Section 401(a) or 403(a) (i) the Internal Revenue Service has issued a favorable determination letter, true and correct copies of which have been furnished to Medical Manager, that such plans are qualified and exempt from federal income taxes; (ii) no such determination letter has been revoked nor has revocation been threatened, nor has any amendment or other action or omission occurred with respect to any such plan since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its costs; (iii) no such plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code; (iv) no reportable event (within the meaning of Section 4043 of ERISA) has occurred, other than one for which the 30-day notice requirement has been waived; (v) as of the Effective Date, the present value of all liabilities that would be "benefit liabilities" under Section 4001(a)(16) of ERISA if benefits described in Code Section 411(d)(6)(B) were included will not exceed the then current fair market value of the assets of such plan (determined using the actuarial assumptions used for the most recent actuarial valuation for such plan); (vi) all contributions to, and payments from and with respect to such plans, which may have been required to be made in accordance with such plans and, when applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made; and (vii) all such contributions to the plans, and all payments under the plans (except those to be made from a trust qualified under Section 401(a) of the Code) and all payments with respect to the plans (including, without limitation, PBGC (as defined below) and insurance premiums) for any period ending before the Closing Date that are not yet, but will be, required to be made are properly accrued and reflected on the Current Balance Sheet.
Delayed Transfer Employees To the extent that applicable Law or any arrangement with a Governmental Authority prevents the Parties from causing any (a) Honeywell Employee who is intended to be a SpinCo Employee to be employed by a member of the SpinCo Group as of immediately following the Distribution as contemplated by Section 2.01 or (b) SpinCo Employee who is intended to be a Honeywell Employee to be employed by a member of the Honeywell Group as of immediately following the Distribution (each such employee, a “Delayed Transfer Employee” and the SpinCo Group or Honeywell Group entity to which such Delayed Transfer Employee is intended to be transferred, the “Destination Employer”), the Parties shall use commercially reasonable efforts to ensure that (i) such Delayed Transfer Employee becomes employed by the Destination Employer at the earliest time permitted by applicable Law or such agreement with a Governmental Authority and (ii) the Destination Employer receives the benefit of such Delayed Transfer Employee’s services from and after the Distribution, including under the TSA or by entering into an employee leasing or similar arrangement. “Delayed Transfer Employee” shall also include any Honeywell Employee who, following the Distribution, provides services to the SpinCo Group under the TSA and whose employment is intended by Honeywell to transfer to the SpinCo Group following the completion of the applicable TSA service, and with respect to such Delayed Transfer Employees, the Parties shall use commercially reasonable efforts to ensure that any such Delayed Transfer Employee becomes employed by the SpinCo Group as soon as practicable following the completion of the applicable TSA service. From and after the commencement of a Delayed Transfer Employee’s employment with the Destination Employer, such Delayed Transfer Employee shall be treated for all purposes of this Agreement, including Section 4.02, as if such Delayed Transfer Employee commenced employment with the Destination Employer as of the Distribution as contemplated by Section 2.01.
Company Plans Section 1.10(a),.................... 5 Company..........................................................................
Business Employees Immediately after the date of this Agreement, Buyer shall offer employment to each Business Employee set forth on Schedule 6.6(a). Buyer shall reimburse Seller for severance obligations (if any) arising as a result of the rejection of Buyer’s offer of employment by any Business Employee. Buyer shall cause each offer of employment to a Business Employee pursuant to this Section 6.6(a) to provide for (i) an annual salary or hourly wage rate (as applicable), (ii) annual and long-term bonus and incentive compensation opportunities (other than incentive compensation opportunities related to the transactions contemplated by this Agreement), and (iii) employee benefit plans, programs and arrangements (collectively “Employment Terms”) that are substantially comparable, in the aggregate, to those provided to Buyer’s employees in similar positions. In addition, Buyer may offer employment to the Business Employees set forth on Schedule 6.6(b), on terms to be mutually agreed upon, at the Buyer’s sole discretion. Buyer shall reimburse Seller for severance obligations (as set forth on Schedule 6.6(c)), actually paid by Sellers or Parent, arising as a result of the rejection of Buyer’s offer of employment by any Business Employee or arising as a result of Buyer’s failure to offer employment to any Business Employee if such Business Employee is terminated by Seller within thirty (30) days of the Closing Date. Any Business Employee who accepts Buyer’s offer of employment pursuant to this Agreement shall be a “Transferred Employee.” Nothing herein shall restrict the right of Buyer or a Subsidiary of Buyer to terminate the employment of any Transferred Employee after the Closing Date. Any reimbursement of severance obligations by Buyer to Seller, as set forth above, shall occur within ten (10) days of a reimbursement request from Seller.
Retirement Plans In connection with the individual retirement accounts, simplified employee pension plans, rollover individual retirement plans, educational IRAs and XXXX individual retirement accounts (“XXX Plans”), 403(b) Plans and money purchase and profit sharing plans (collectively, the “Retirement Plans”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) sponsored by a Fund for which contributions of the Fund’s shareholders (the “Participants”) are invested solely in Shares of the Fund, JHSS shall provide the following administrative services:
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, “
Company Benefit Plans (a) Section 4.13(a) of the Company Disclosure Letter sets forth a complete list, as of the date hereof, of each material Company Benefit Plan. For purposes of this Agreement, a “
Transfer Timing Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

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