Common use of Termination of 401(k) Plans Clause in Contracts

Termination of 401(k) Plans. Prior to the Closing Date, the Acquired Companies shall (a) terminate each Employee Plan that contains a 401(k) cash or deferred arrangement (each, a “Company 401(k) Plan”) effective no later than the day immediately preceding the Closing Date, (b) adopt any and all amendments to each Company 401(k) Plan as may be necessary to ensure compliance with all applicable requirements of the Code (including all qualification requirements) and all other Laws, and (c) take such other action in connection with the termination of any Company 401(k) Plan as Parent may reasonably direct, unless Parent elects and notifies the Company at least five (5) days prior to the Closing Date to not terminate such Company 401(k) Plan. Unless Parent provides the notice described in the preceding sentence to the Company, the Acquired Companies will, prior to the Closing Date, provide Parent with evidence reasonably satisfactory to Parent that (i) each Company 401(k) Plan has been terminated effective no later than the day before the Closing Date pursuant to resolutions of the Company Board (or the governing body of the applicable Subsidiary of the Company), (ii) each Company 401(k) Plan has been amended as described above, and (iii) all other actions directed by Parent have been completed (the form and substance of the resolutions and amendments referred to herein will be subject to the prior review and approval of Parent, which approval will not be unreasonably delayed, denied or conditioned).

Termination of 401(k) Plans. Prior to the Closing Date, the Acquired Companies shall (a) terminate each Employee Plan that contains a 401(k) cash or deferred arrangement (each, a “Company 401(k) Plan”) effective no later than the day immediately preceding the Closing Date, (b) adopt any and all amendments to each Company 401(k) Plan as may be necessary to ensure compliance with all applicable requirements of the Code (including all qualification requirements) and all other Laws, and (c) take such other action in connection with the termination of any Company 401(k) Plan as Parent may reasonably direct, unless Parent elects and notifies the Company at least five three (53) days prior to the Closing Date to not terminate that termination of such Company 401(k) PlanPlan is not necessary. Unless Parent provides the notice described in the preceding sentence to the Company, the Acquired Companies will, prior to the Closing Date, provide Parent with evidence reasonably satisfactory to Parent that (i) each Company 401(k) Plan has been terminated effective no later than the day before the Closing Date pursuant to resolutions of the Company Board (or the governing body of the applicable appliable Subsidiary of the Company), (ii) each Company 401(k) Plan has been amended as described above, and (iii) all other actions directed by Parent have been completed (the form and substance of the resolutions and amendments referred to herein will be subject to the prior review and approval of Parent, which approval will not be unreasonably delayed, denied or conditioned).

Termination of 401(k) Plans. Prior to the Closing Date, the Acquired Companies shall (a) terminate each Employee Plan that contains a 401(k) cash or deferred arrangement (each, a “Company 401(k) Plan”) effective Effective as of no later than the day immediately preceding the Closing Date, (b) adopt each of the Company and any ERISA Affiliate shall terminate any and all amendments Company Employee Plans intended to include a Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless Parent provides written notice to the Company that such 401(k) Plans shall not be terminated). Unless Parent provides such written notice to the Company, no later than five (5) Business Days prior to the Closing Date, the Company shall provide Parent with evidence that each Company 401(k) Plan has been terminated (effective as may be necessary of no later than the day immediately preceding the Closing Date) pursuant to ensure compliance with all applicable requirements resolutions of the Code (including all qualification requirements) Board of Directors of the Company, or such ERISA Affiliate, as the case may be. The form and all other Laws, substance of such resolutions shall be subject to review and (c) approval of Parent. The Company also shall take such other action actions in connection with the termination furtherance of any Company terminating each 401(k) Plan as Parent may reasonably directrequire. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, unless Parent elects and notifies surrender charges or other fees then such charges and/or fees shall be included in Third Party Expenses of the Company at least five (5) days prior to and shall be the Closing Date to not terminate such Company 401(k) Plan. Unless Parent provides the notice described in the preceding sentence to responsibility of the Company, and the Acquired Companies will, Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Parent prior to the Closing Date. Additionally, provide Parent with evidence reasonably satisfactory the Company shall terminate all other Company Employee Plans which are subject to Parent that (i) each Company 401(k) Plan has been terminated effective no later than the day before Title I of ERISA as of the Closing Date pursuant to resolutions of unless Parent otherwise directs the Company Board in writing no later five (or the governing body of the applicable Subsidiary of the Company), (ii5) each Company 401(k) Plan has been amended as described above, and (iii) all other actions directed by Parent have been completed (the form and substance of the resolutions and amendments referred to herein will be subject Business Days prior to the prior review and approval of Parent, which approval will not be unreasonably delayed, denied or conditioned)Closing Date.

Termination of 401(k) Plans. Prior to the Closing Date, each member of the Acquired Companies Company Group shall (a) terminate each Employee Benefit Plan that contains a 401(k) cash or deferred arrangement (each, a “Company 401(k) Plan”), or in the case of any Company 401(k) Plan that is a PEO Benefit Plan, its participation therein, effective no later than the day immediately preceding the Closing Date, (b) adopt any and all amendments to each Company 401(k) Plan as may be necessary to ensure compliance with all applicable requirements of the Code (including all qualification requirements) and all other Laws, Laws and (c) take such other action in connection with the termination of any Company 401(k) Plan (or its participation therein, as Parent applicable) as Purchaser may reasonably direct, unless Parent elects and Purchaser notifies the Company at least five three (53) days prior to the Closing Date to not terminate that termination of such Company 401(k) PlanPlan (or any member of the Company Group’s participation therein, as applicable) is not necessary. Unless Parent Purchaser provides the notice described in the preceding sentence to the Company, the Acquired Companies Company will, prior to the Closing Date, provide Parent Purchaser with evidence reasonably satisfactory to Parent Purchaser that (i) each Company 401(k) Plan (or the Company Group’s participation therein, as applicable) has been terminated effective no later than the day before the Closing Date pursuant to resolutions of the Company Board board of directors (or the other governing body body) of the applicable Subsidiary member of the Company)Company Group, (ii) each Company 401(k) Plan has been amended as described above, and (iii) all other actions directed by Parent Purchaser have been completed (the form and substance of the resolutions and amendments referred to herein will be subject to the prior review and approval of Parent, which approval will not be unreasonably delayed, denied or conditionedPurchaser).