Common use of Assumed Plans Clause in Contracts

Assumed Plans. Effective as of the Closing, the Purchaser shall assume the Employee Plans listed in Section 6.02(a) of the Sellers’ Disclosure Schedule (the “Assumed Employee Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) of the Sellers’ Disclosure Schedule. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Sellers shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Date.

Assumed Plans. Effective as of the Closing, the Purchaser shall assume notify Sellers in writing no later than two (2) Business Days prior to the Closing as to which Employee Benefit Plans listed in Section 6.02(a) of the Sellers’ Disclosure Schedule Purchaser shall adopt and assume, if any (the “Assumed Employee Plans”). With respect to each Assumed Plan, Purchaser or, any entity designated by Purchaser, will be substituted for the applicable Seller as the plan sponsor under any such Assumed Plan and Purchaser shall have all rights of such Seller thereunder, including full authority to maintain, amend or terminate any such Assumed Plan at any time, in Purchaser’s sole discretion. Sellers agree to cooperate with Purchaser in adopting and effectuating any plan amendments to the Assumed Plans reasonably requested by Purchaser, so long as such amendments are effective as of, or after, the Closing Date and are consistent with applicable Law and other agreements under which Sellers are obligated. The parties agree to cooperate in all respects and take any actions necessary to implement the assumption by Purchaser of the Assumed Plans. Before, or as soon as administratively practicable after, the Closing, Sellers will provide Purchaser with (i) all records concerning participation, vesting, accrual of benefits, payment of benefits, and election forms of benefits under each Assumed Plan, and (ii) any other information reasonably requested by Purchaser as necessary or appropriate for the administration of each Assumed Plan, each subject to the provision of consent by any Purchaser Employee to the extent set forth on such scheduleand in the manner required by Law. Purchaser will make all required filings or reports with or to the IRS, or any other governmental agency, and the Sellers shall assign participants and their beneficiaries with respect to each Assumed Plan on a timely basis for all plan years ending before, on or after the Purchaser any assets relating Closing Date or as may be required with respect to such Assumed Employee Plan, provided the initial deadline for such filing or report is after the Closing Date. All parties recognize that a reasonable transition period may be necessary after the Closing Date and prior to Purchaser’s implementation of its assumption of the Assumed Plans before full compliance with this Section 6.5 is achieved, during which some or all of the Purchaser Employees and other participants and beneficiaries of the Assumed Plans may not be able to (i) make (and Purchaser may not be able to process) elective deferral contributions, loan repayments, investment changes, distribution requests, benefit payment requests or reimbursement requests or (ii) exercise or enjoy other rights or features of the Assumed Plans, including, but and that during such transition period Purchaser shall not limited to, assets held be considered to be in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from violation of this Section 6.02(a) of the Sellers’ Disclosure Schedule6.5. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall not assume all or succeed to any of Sellers’ past, current or future Liabilities under the Retiree Welfare Plan(including any withdrawal liability, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without termination liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the planor mass withdrawal liability) with respect to any multiemployer plan to which any Seller or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans ERISA Affiliate contributes or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Sellers shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Datehas ever contributed.

Assumed Plans. Effective as As of the ClosingClosing Date, the Purchaser Buyer shall assume all of Seller's rights, obligations and Liabilities under the Employee Plans listed in Section 6.02(a) of Pension and Retirement Plan for Franklin employees No. 401 and the Sellers’ Disclosure Schedule Manchester Plan No. 401 (the “"Assumed Employee Plans”), ") and shall take such steps as are necessary to the extent set forth on such schedule, adopt and the Sellers shall assign to the Purchaser any assets relating to continue such Assumed Employee Plans, including, but not limited to, assets held in trust . Seller shall make all governmental filings and insurance policies; provided that the Purchaser reports as may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) of the Sellers’ Disclosure Schedule. Notwithstanding the foregoing, be due with respect to plan years of the Milacron Retiree Welfare Benefit Plan (Assumed Plans ending prior to the “Retiree Welfare Plan”)Closing Date and Buyer shall be responsible for governmental filings and reports for plan years ending after the Closing Date, the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that Seller shall promptly assist Buyer in preparing such reports for the Purchaser plan year in which the Closing Date occurs. Following the Closing Date, Seller shall assume such Liabilities only to cause the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor trustee of the plan) with respect SPX Master Trust to any or all participants in continue to pay benefit payments under the Retiree Welfare Plan (other than continuation rights described in Section 603(6) terms of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans or other employee benefits other than Assumed Employee Plans, and (y) except with respect so as to avoid any interruption in benefit payments to persons entitled thereto. Within 90 days after the Retiree Welfare Plan or as otherwise required Closing Date, Buyer shall notify Seller in writing of the Tax-qualified pension trust maintained by Treasury Regulation section 54.4980B-9Buyer that will be the recipient of the assets of the Assumed Plans, Q&A-8and, persons other than Transferred Employeeswithin 90 days thereafter, Seller shall remain with cause the Sellers and assets of the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Sellers shall make SPX Master Trust properly allocable to the Assumed Employee Plans all contributions or premium (less the amount of subsequent benefit payments, less the amounts of allocable expenses and other proper charges) to be transferred to the trustee of such successor trust. Seller and Buyer agree to execute, at or after the Closing Date, such succession agreements or assignment agreements as may be necessary to effectuate properly the transfer of the administration, sponsorship, assets and Liabilities relating to the period up to the Closing Date whether or not required to be made prior to the Closing DateAssumed Plan.

Assumed Plans. On or prior to the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer to, assume the sponsorship of each Plan identified as an “Assumed Plan” on Section 3.1.12(a) of the Seller Disclosure Schedules to the extent transferrable or where consent is obtained from the applicable party (the “Assumed Plans”); provided that, Buyer may include or exclude any Plan from such list at any time prior to the Closing Date, by amending Section 3.1.12(a) of the Seller Disclosure Schedules, with such revised list to be the Assumed Plans, provided that Buyer shall provide Sellers with written Notice thereof (email to counsel being sufficient) and that any such amendment to Section 3.1.12(a) of the Seller Disclosure Schedules at Buyer’s request shall not be considered and have no impact in determining whether any of the conditions to Closing set forth in Article VI are or have been satisfied. Between the date hereof and the Closing, Buyer and Sellers shall work in good faith and take all actions necessary or appropriate to cause the sponsorship of and the assets maintained pursuant to or in connection with the Assumed Plans to transfer to Buyer or its Designated Purchaser as of Closing, including securing written consents as necessary from all relevant third parties at or prior to the Closing, and Buyer shall cooperate in signing any documents or agreements in connection therewith. Effective as of the Closing, the Purchaser Sellers shall assume the take or cause to be taken all actions as are necessary or appropriate to amend each Plan in which any Continuing Employee Plans listed in Section 6.02(a) of the Sellers’ Disclosure Schedule participates and that is not an Assumed Plan (collectively, the “Assumed Employee Seller Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided provide that the Purchaser may on or prior Continuing Employees shall not be eligible to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) participate in such Seller Plans as of the Sellers’ Disclosure Schedule. Notwithstanding the foregoingClosing Date, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”)in each case, the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with their terms and in compliance with the requirements of all applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Laws. Sellers shall make provide to Buyer such evidence of the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Datecompletion of such amendments as Buyer shall reasonably request.

Assumed Plans. Effective as On or prior to the Closing Date, Buyer shall, or shall cause an Affiliate of the ClosingBuyer to, the Purchaser shall assume the Employee Plans listed in sponsorship of each Plan identified as an “Assumed Plan” on Section 6.02(a3.1.12(a) of the Sellers’ Seller Disclosure Schedule to the extent transferrable or where consent is obtained from the applicable party (the “Assumed Employee Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) of the Sellers’ Disclosure Schedule. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any the remaining payments pursuant to the NanoString Technologies, Inc. 2024 Key Employee Retention Plan in an aggregate amount equal to $1,546,500 and the Retention Bonus Letters thereunder shall all Liabilities be Assumed Plans. Between the date hereof and the Closing, Buyer and Seller shall work in good faith and take all actions necessary or appropriate to cause the sponsorship of and the assets maintained pursuant to or in connection with respect the Assumed Plans to (x) Employee Plans transfer to Buyer or other employee benefits other than Assumed Employee Plansits designated Subsidiary, including securing written consents as necessary from all relevant third parties at or prior to the Closing, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers Buyer shall cooperate fully with in signing any documents or agreements in connection therewith. Effective as soon as reasonably practicable following the Purchaser Closing, Seller shall take or cause to use be taken all commercially reasonable efforts actions as are necessary or appropriate to effect amend each Plan in which any Continuing Employee participates and that is not an Assumed Plan (collectively, the “Seller Plans”), to provide that the Continuing Employees shall not be eligible to participate in such assumptions and assignments Seller Plans as of the Closing Date, in each case, in accordance with their terms and in compliance with the requirements of all applicable Law (including by obtaining any required consents or approvals and making all required filings) and Laws. Seller shall provide to Buyer such evidence of the Sellers completion of such amendments as Buyer shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Datereasonably request.

Assumed Plans. On or prior to the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer to, assume the sponsorship of each Plan identified as an “Assumed Plan” on Section 3.1.12(a) of the Seller Disclosure Schedules to the extent transferrable or where consent is obtained from the applicable party (the “Assumed Plans”); provided that, Buyer may include or exclude any Plan from such list at any time prior to three (3) Business Days prior to the Closing Date, by amending Section 3.1.12(a) of the Seller Disclosure Schedules, with such revised list to be the Assumed Plans, provided that Buyer shall provide Sellers with written Notice thereof (email to counsel being sufficient) and that any such amendment to Section 3.1.12(a) of the Seller Disclosure Schedules at Buyer’s request shall not be considered and have no impact in determining whether any of the conditions to Closing set forth in Article VI are or have been satisfied. Between the date hereof and the Closing, Buyer and Sellers shall work in good faith and take all actions necessary or appropriate to cause the sponsorship of and the assets maintained pursuant to or in connection with the Assumed Plans to transfer to Buyer or its Designated Purchaser as of Closing, including securing written consents as necessary from all relevant third parties at or prior to the Closing, and Buyer shall cooperate in signing any documents or agreements in connection therewith. Effective as of the Closing, the Purchaser Sellers shall assume the take or cause to be taken all actions as are necessary or appropriate to amend each Plan in which any Continuing Employee Plans listed in Section 6.02(a) of the Sellers’ Disclosure Schedule participates and that is not an Assumed Plan (collectively, the “Assumed Employee Seller Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided provide that the Purchaser may on or prior Continuing Employees shall not be eligible to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) participate in such Seller Plans as of the Sellers’ Disclosure Schedule. Notwithstanding the foregoingClosing Date, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”)in each case, the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that the Purchaser shall assume such Liabilities only to the extent that (i) such Liabilities are consistent with the most recent actuarial report, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) with respect to any or all participants in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities with respect to (x) Employee Plans or other employee benefits other than Assumed Employee Plans, and (y) except with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with their terms and in compliance with the requirements of all applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Laws. Sellers shall make provide to Buyer such evidence of the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing Datecompletion of such amendments as Buyer shall reasonably request.

Assumed Plans. Effective as of the ClosingClosing Date, to satisfy Section 5.7(c) and the applicable collective bargaining agreements, the Purchaser Buyer shall assume sponsorship of and all obligations under, Liabilities with respect to, and assets (if any) with respect to, the Employee Company Benefit Plans listed in Section 6.02(a) set forth on Schedule 5.7(f), including retirement plans and a number of the Sellers’ Disclosure Schedule exclusively United States GasServ health and welfare benefit plans (the “Assumed Employee Plans”), to the extent set forth on such schedule, and the Sellers shall assign to the Purchaser any assets relating to such Assumed Employee Plans, including, but not limited to, assets held in trust and insurance policies; provided that the Purchaser may on or prior to June 5, 2009, with prior written notice to the Sellers, delete an Employee Plan from Section 6.02(a) of the Sellers’ Disclosure Schedule. Notwithstanding the foregoing, with respect to the Milacron Retiree Welfare Benefit Plan (the “Retiree Welfare Plan”), the Purchaser shall assume all Liabilities under the Retiree Welfare Plan, including Liabilities with respect to former employees; provided, however, that notwithstanding the Purchaser foregoing, Harsco GmbH shall assume such Liabilities only retain all pension liabilities related to former employees or managing directors (or their respective entitled dependents in each case) of Harsco GmbH that belonged to the extent that Business and that, as of the Closing, are either pensioners, or former employees or managing directors with vested pension rights (i) or their respective entitled dependents in each case). The Company shall take all actions necessary to transfer such Liabilities are consistent sponsorship, Liabilities, assets (if any), Plan records and Plan funding and service agreements to the Buyer as of the Closing Date and the Buyer shall reasonably cooperate with the most recent actuarial reportCompany in connection therewith. Prior to the Closing, attached hereto as Exhibit H, and (ii) the Retiree Welfare Plan is freely terminable (without liability other than Company shall cause the members of any committee charged with respect to claims incurred prior to termination) and amendable by the Purchaser (as the sponsor of the plan) administrative and/or fiduciary responsibility with respect to any of the Assumed Plans to relinquish their membership in such committee effective as of the Closing Date. The Buyer shall, or shall cause the Sold Companies to, appoint all participants administrators, fiduciaries and others responsible for the Assumed Plans on and after the Closing Date. As of the Closing Date or as soon as practicable thereafter, the Company shall direct the appropriate trustee (the “Trustee”) of a trust which provides funding for such Assumed Plan and which trust is not also being assumed with the Assumed Plan (the “Trust”) to transfer the assets held in the Retiree Welfare Plan (other than continuation rights described in Section 603(6) of ERISA). For the avoidance of doubt, any and all Liabilities Trust with respect to such Assumed Plan in the form of cash (x) Employee Plans or other employee benefits marketable assets reasonably acceptable to the Buyer) from such Trust to a trust (or trusts) or other than funding vehicle acceptable to the Company maintained or established by the Buyer for such Assumed Employee PlansPlan that is tax-exempt (if the funding vehicle is a trust and is for a retirement plan) under Section 501(a) of the Code. The Company shall cause the Trustee to provide the Buyer with all pertinent information, reports and records held by the Trustee and reasonably requested by the Buyer documenting the value of the assets of the Trust and the transfer of same as set forth in this Section 5.7(f). Notwithstanding any other provision of this Agreement to the contrary, any transfer of assets from a Trust shall be effected in accordance with all applicable Laws. The Company shall cooperate with the Buyer to facilitate the assignment to, or assumption by, the Buyer of any trust (y) except if not transferred as provided above), insurance policy or other Plan funding or service contract in effect at Closing with respect to the Retiree Welfare Plan or as otherwise required by Treasury Regulation section 54.4980B-9, Q&A-8, persons other than Transferred Employees, shall remain with the Sellers and the Sellers’ Subsidiaries. The Sellers shall cooperate fully with the Purchaser to use all commercially reasonable efforts to effect such assumptions and assignments in accordance with applicable Law (including by obtaining any required consents or approvals and making all required filings) and the Sellers shall make to the Assumed Employee Plans all contributions or premium payments, relating to the period up to the Closing Date whether or not required to be made prior to the Closing DatePlan.