Common use of Assumption of Liabilities and Transfer of Assets Clause in Contracts

Assumption of Liabilities and Transfer of Assets. EMC and VMware shall use reasonable best efforts to cause, in the manner described herein, the accounts under the EMC Savings Plan of each eligible current VMware Employee to be transferred to the VMware 401(k) Plan as soon as practicable after the adoption of the VMware 401(k) Plan. As soon as practicable after such date: (i) EMC shall cause the accounts (including any outstanding loan balances) of each eligible current VMware Employee in the EMC Savings Plan to be transferred to the VMware 401(k) Plan and its related trust in kind based on the investment election of the individuals in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) VMware (or any successor VMware Entity) and the VMware 401(k) Plan shall assume and be solely responsible for all Liabilities under the VMware 401(k) Plan relating to the accounts that are so transferred as of the time of such transfer; and (iii) VMware shall cause such transferred accounts to be accepted by the VMware 401(k) Plan and its related trust and shall cause the VMware 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a VMware Employee is vested in his or her account under the VMware 401(k) Plan, the VMware 401(k) Plan shall credit each VMware Employee with all the individual’s service credited under the EMC Savings Plan; provided, however, that in no event shall VMware be required to provide any service or any other benefit-affecting credits to any individual to the extent that the provision of such credits would result in any duplication of benefits. Immediately prior to the date upon which the transfer described above occurs, EMC shall contribute to the EMC Savings Plan all matching contributions, if any, due to the VMware Employees pursuant to the terms and conditions of such Plan for periods prior to the transfer date. Notwithstanding anything contained herein to the contrary, the transfer described herein shall not take place prior to the 31st day following the filing of any required Forms 5310-A in connection therewith.

Assumption of Liabilities and Transfer of Assets. EMC SAP and VMware Qualtrics shall use reasonable best efforts to cause, in the manner described herein, the accounts under the EMC Savings SAP 401(k) Plan of each eligible current VMware Qualtrics Employee and each eligible Transferring Employee to be transferred to the VMware Qualtrics 401(k) Plan as soon as practicable after the adoption of the VMware 401(k) PlanImplementation Date. As soon as practicable after such datethe Implementation Date: (i) EMC SAP shall cause the accounts (including any outstanding loan balances) of each eligible current VMware Qualtrics Employee and Transferring Employee in the EMC Savings SAP 401(k) Plan to be transferred to the VMware Qualtrics 401(k) Plan and its related trust in kind based on the investment election of the individuals individual participant or, in the absence of an investment election, the plan’s default investment election (in each case, to the extent possible, without negative tax consequences to the applicable employee), in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) VMware Qualtrics (or any successor VMware Qualtrics Entity) and the VMware Qualtrics 401(k) Plan shall assume and be solely responsible for all Liabilities under the VMware Qualtrics 401(k) Plan relating to the accounts that are so transferred as of arising at or after the time of such transfer; and (iii) VMware Qualtrics shall cause such transferred accounts to be accepted by the VMware Qualtrics 401(k) Plan and its related trust and shall cause the VMware Qualtrics 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a VMware Qualtrics Employee is vested in his or her account under the VMware Qualtrics 401(k) Plan, if applicable, the VMware Qualtrics 401(k) Plan shall credit each VMware Qualtrics Employee with all at least the individual’s service credited under the EMC Savings SAP 401(k) Plan; provided, however, that in no event shall VMware Qualtrics be required to provide any service or any other benefit-affecting credits to any individual to the extent that the provision of such credits would result in any duplication of benefits. Immediately prior to the date upon which the transfer described above occurs, EMC SAP shall contribute to the EMC Savings SAP 401(k) Plan all matching contributions, if any, due to the VMware Qualtrics Employees pursuant to the terms and conditions of such Plan plan for periods prior to the transfer date. Notwithstanding anything contained herein to the contrary, the transfer described herein shall not take place prior to the 31st day following the filing of any required Forms 5310-A in connection therewith.

Assumption of Liabilities and Transfer of Assets. EMC and VMware shall use reasonable best efforts to cause, in the manner described herein, the accounts under the EMC Savings Plan of each eligible current VMware Employee to be transferred to the VMware 401(k) Plan as soon as practicable after the adoption of the VMware 401(k) Plan. As soon as practicable after such date: (i) EMC shall cause Effective as of the accounts (including any outstanding loan balances) of each eligible current VMware Employee in Distribution Date or at such other time as is mutually agreed to by the EMC Savings Plan to be transferred Parties, but subject to the VMware 401(kasset transfer specified in Section 3.01(b)(ii) Plan and its related trust in kind based on below, the investment election of the individuals in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) VMware (or any successor VMware Entity) and the VMware Aptevo 401(k) Plan shall assume and be solely responsible for all Liabilities for or relating to Transferred Employees under the VMware Emergent 401(k) Plan. The Aptevo Group shall be responsible for all ongoing rights of or relating to Aptevo Employees for future participation (including the right to make contributions through payroll deductions) in the Aptevo 401(k) Plan. (ii) Effective as of the Distribution Date or at such other time as is mutually agreed to by the Parties, Emergent shall cause the account balances (including any outstanding loan balances) in the Emergent 401(k) Plan attributable to Transferred Employees to be transferred in cash and in-kind (including, but not limited to, participant loans), to the Aptevo 401(k) Plan, and Aptevo shall cause the Aptevo 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 Emergent 401(k) Plans relating to the accounts that of Transferred Employees (to the extent those assets related to those accounts are so actually transferred as from the Emergent 401(k) Plan). The transfer shall be conducted in accordance with Section 414(l) of the time Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. Subject to the generally applicable requirements of this Section 3.01(b)(ii), the named fiduciaries (as such transfer; and (iiiterm is defined in ERISA) VMware shall cause such transferred accounts to be accepted by of the VMware Aptevo 401(k) Plan and its related trust and shall cause the VMware 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a VMware Employee is vested in his or her account under the VMware 401(k) Plan, the VMware Emergent 401(k) Plan shall credit each VMware Employee with all cooperate in good faith to effect the individual’s service credited transfers contemplated by this Section 3.01(b)(ii) 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 EMC Savings Plan; provided, however, that in no event Emergent 401(k) Plan (other than participant loans) shall VMware be required to provide any service or any other benefit-affecting credits to any individual to the extent that the provision of such credits would result in any duplication of benefits. Immediately prior to the date upon which the transfer described above occurs, EMC shall contribute to the EMC Savings Plan all matching contributions, if any, due to the VMware Employees pursuant to the terms and conditions of such Plan for periods liquidated prior to the transfer date. Notwithstanding anything contained herein date to enable the value of such investments to be transferred to the contrary, the transfer described herein shall not take place prior to the 31st day following the filing of any required Forms 5310-A Aptevo 401(k) Plan in connection therewithcash or cash equivalents.