Trust-to-Trust Transfer. Effective as of the Distribution Date (or such other date as may be agreed between the Parties), Xxxx Foods shall cause the account balances (including any outstanding loan balances) in the Xxxx Foods 401(k) Plan attributable to WhiteWave Employees and Former WhiteWave Employees to be transferred in cash and in-kind (including, but not limited to, participant loans and company stock), to the WhiteWave 401(k) Plan, and WhiteWave or WWF Operating Company shall cause the WhiteWave 401(k) Plan to accept such transfer or accounts and underlying assets and, effective as of the date of such transfer, to assume and to fully perform pay or discharge, all obligations of the Xxxx Foods 401(k) Plans relating to the accounts of WhiteWave Employees and Former WhiteWave Employees (to the extent those assets related to those accounts are actually transferred from the Xxxx Foods 401(k) Plan). The transfer shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. Subject to the generally applicable requirements of this Section 8.2(b), the named fiduciaries (as such term is defined in ERISA) of the WhiteWave 401(k) Plans and the Xxxx Foods 401(k) Plans shall cooperate in good faith to effect the transfers contemplated by this Section 8.2(b) in an efficient and effective manner and in the best interests of participants and beneficiaries, including, but not limited to, determining whether and to what extent any investments held under the Xxxx Foods 401(k) Plan (other than company stock or participant loans) shall be liquidated prior to the transfer date to enable the value of such investments to be transferred to the WhiteWave 401(k) Plan in cash or cash equivalents.
Appears in 4 contracts
Samples: Employee Matters Agreement (Dean Foods Co), Employee Matters Agreement (WHITEWAVE FOODS Co), Employee Matters Agreement (WHITEWAVE FOODS Co)
