Buyer Savings Plan. (i) As of the Closing Date, Buyer shall establish and maintain a tax-qualified defined contribution plan (the "Buyer Savings Plan"). All Transferred Employees will be eligible to participate in the Buyer Savings Plan.
Buyer Savings Plan. 31 Cap.............................................................................................................. 54 CERCLA........................................................................................................... 21
Buyer Savings Plan. 44 6.12 Termination Liability for Thomson Learning Business Employees.............................. 44 6.13 Termination Liability for Business Subsidiary Business Employees........................... 45 6.14
Buyer Savings Plan. The Buyers shall cause the Buyer's Saving Plan to provide that each Business Employee who was a participant in The Thomson 401(k) Savings Plan immediately prior to the Closing Date will become a participant in the Buyer's Savings Plan as of the Closing Date and the service of each such Business Employee that is recognized under The Thomson 401(k) Savings Plan shall be taken into account under the Buyer's Savings Plan.
Buyer Savings Plan. (a) On or prior to the Closing Date, the Buyer shall establish a defined contribution plan and related trust (the "Buyer Savings Plan") under which all Transferred Employees shall be covered and that shall (i) provide for the transfer to the trust under the Buyer Savings Plan of the assets attributable to the accounts of the Transferred Employees under the defined contribution plan of the Sellers and related trust under which the Transferred Employees were covered prior to the Closing Date (the "Sellers Savings Plan") and the crediting and maintenance of such accounts under the Buyer Savings Plan, (ii) preserve for the Transferred Employees who were participants in the Seller Savings Plan all benefits required to be preserved under Section 411(d)(6) of the Code, (iii) commencing on the Closing Date, provide for the participation in the Buyer Savings Plan of each Transferred Employee who was a participant in the Seller Savings Plan immediately prior to the Closing Date and (iv) provide that periods of employment with Sellers (including, without limitation, any predecessor in interest of Sellers, and any current or former Affiliate of the Sellers or any such predecessor), to the extent recognized under the Seller Savings Plan immediately prior to the Closing Date, shall be taken into account for purposes of determining, as applicable, eligibility for participation, distributions, vesting and amount of employer contributions of any Transferred Employee under the Buyer Savings Plan. Without limiting the foregoing, the Buyer Savings Plan shall accept the transfer of outstanding loans from the Seller Savings Plan and shall provide for the continued administration of such transferred loans for the remainder of their terms in accordance with the provisions thereof. Nothing herein shall require the Buyer to provide to Transferred Employees the same investment options as provided under the Sellers Savings Plan. The Transferred Employees shall be eligible to commence participation immediately in the Buyer Savings Plan regardless of the date on which assets are transferred with respect to such employees in accordance with the provisions of this paragraph.
Buyer Savings Plan. ...........................................................................................31 Cap..............................................................................................................54 CERCLA...........................................................................................................21 Class B Common Units..............................................................................................1 Closing...........................................................................................................3
Buyer Savings Plan. The Buyer warrants that ------------------ the Buyer Savings Plan is qualified, both in form and operation, under the applicable provisions of the Code. The Buyer further warrants that on the Defined Contribution Asset Transfer Date the accrued benefits to be provided under the Buyer Savings Plan relating to U.S. Covered Employees electing a transfer during the Election Period shall be equal to the U.S. Covered Employees' account balances under, and assets to be transferred to, the Buyer Savings Plan. (e)
Buyer Savings Plan. Buyer shall take all actions necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer or one of its Affiliates maintains or adopts one or more savings plans (hereinafter referred to in the aggregate as the "Buyer Savings Plans" and individually as the "Buyer Savings Plan") effective as of the Closing Date and to ensure that each Buyer Savings Plan satisfies the following requirements as of the Closing Date: (A) the Buyer Savings Plan is a qualified, single-employer individual account plan under Section 401(a) of the Code; (B) the Buyer Savings Plan does not exclude Transferred Employees from eligibility to participate therein to the extent they met the eligibility and participation requirements under the Seller Savings Plans; and (C) the Buyer Savings Plan permits Transferred Employees to make before-tax contributions (under Section 401(k) of the Code) and provides for matching contributions by Buyer or one of its Affiliates. For purposes of eligibility and vesting under the Buyer Savings Plans, each Transferred Employee shall be credited with service as of the Closing Date as determined under the terms of the Seller Savings Plans. As soon as practicable after the Closing Date, Seller shall cause GTE Service Corporation to deliver to Buyer a list of the Transferred Employees covered by the Seller Savings Plans, together with each Transferred Employee's service under each of the Seller Savings Plans as of the Closing Date.
Buyer Savings Plan. Notwithstanding any provision of this Agreement to the contrary, effective immediately after the Closing, Buyer shall maintain a profit sharing plan ("Buyer Savings Plan") for the benefit of the Transferred Employees pursuant to
Buyer Savings Plan. Effective as of the Effective Time, Buyer will extend to each Continued Employee who is eligible or would have become eligible to participate in the Seller Savings Plan coverage under an applicable savings plan of Buyer or an Affiliate of Buyer. Any such Continued Employee will be credited under the applicable savings plan of Buyer or an Affiliate of Buyer for purposes of eligibility to participate and vesting with all service recognized for such purposes under the Seller Savings Plan immediately prior to the Effective Time. After the Effective Time, each such Continued Employee will be permitted to transfer his or her account balances (other than any participant loan account balances) from the Seller Savings Plan to the applicable savings plan of Buyer or an Affiliate of Buyer in accordance with the terms of the respective plans (as amended to the extent necessary) and applicable Laws.
