Common use of ESOP Clause in Contracts

ESOP. Allergan and AMO shall each take actions or cause actions to be taken as necessary to accomplish the following with respect to the Allergan ESOP. (a) Effective as of the Distribution Date, AMO Employees shall cease to be eligible to receive allocations under the Allergan ESOP, including allocation of unallocated assets in the event of the termination of the Allergan ESOP. (b) Effective as of the Distribution Date, Allergan shall take action or cause action to be taken to transfer the assets and liabilities attributable to the accounts of the AMO Employees under the Allergan ESOP that are held by its related trust to the AMO 401(k) Plan and its related trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. Such assets of the Allergan ESOP shall be transferred in-kind to the trust established under the AMO 401(k) Plan. AMO shall take action or cause action to be taken to cause the AMO 401(k) Plan to assume and be solely responsible for all liabilities relating to, arising out of, or resulting from AMO Employees under the Allergan ESOP. (c) Allergan and AMO each agree to take action or cause action to be taken to ensure that no distribution of account balances from the Allergan ESOP or the AMO 401(k) Plan are made to any AMO Employee with respect to AMO Employees' accounts under the Allergan ESOP on account of the transfer of employment to the AMO Group, or the AMO Group ceasing to be an Affiliate of the Allergan Group as of the Distribution Date.