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

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and any ERISA Affiliate shall terminate any and all group severance, separation or salary continuation plans, programs or arrangements and any 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 Business Days prior to the Closing Date, the Company shall provide Parent with evidence that such Company Employee Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company or such ERISA Affiliate, its Subsidiaries or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be provided or such resolutions shall be subject to review and approval by Parent. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Parent may reasonably require. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees, then such charges and/or fees shall the responsibility of the Company, and the 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 no later than seven (7) Business Days prior to the Closing Date.

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and any ERISA Affiliate shall terminate any and all group severance, group separation or group salary continuation plans, programs or arrangements and any Company and all Employee Plans intended to include a Code Section 401(k) arrangement (eacheach such Employee Plan intended to include a Code Section 401(k) arrangement, a “"Company 401(k) Plan”), ") (unless Parent provides written notice to the Company that such 401(k) Plans plans shall not be terminated). Unless Parent provides such written notice to the Company, no later than five two (2) Business Days prior to the Closing Date, the Company shall provide Parent with evidence that such Company Employee Plan(s) Plans have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Directors of the Company or such ERISA Affiliate, its Subsidiaries or such ERISA AffiliateSubsidiary, as the case may be. The form and substance of such resolutions shall be provided or such resolutions shall be subject to review and approval by of Parent. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) Plans as Parent may reasonably require. In the event that termination of a Company 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other feesfees ("Company 401(k) Plan Termination Fees"), then such charges and/or fees Company 401(k) Plan Termination Fees shall be the responsibility of the Company, and the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees Company 401(k) Plan Termination Fees and provide such estimate in writing to Parent no later than seven (7) Business Days prior to the Closing Date.

Termination of 401(k) Plans. Effective The Company, its Subsidiaries and any ERISA Affiliate shall terminate, effective as of no later than the day immediately preceding the Closing Date, each of the Company and any ERISA Affiliate shall terminate any and all group severance, separation or salary continuation plans, programs or arrangements and any Company Employee Plans Benefit Arrangements intended to include a Code Section 401(k) arrangement (each, each a “401(k) Terminated Benefit 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 three (3) Business Days prior to the Closing Date, the Date that such arrangements shall not be terminated). The Company shall provide Parent with evidence that such Company Employee Terminated Benefit Plan(s) have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board board of Directors directors of the Company or such ERISA Affiliate, its Subsidiaries or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be provided or such resolutions shall be subject to reasonable review and approval by of Parent, which will not be unreasonably withheld or delayed. The Company Company, its Subsidiaries and any ERISA Affiliate also shall take such other actions in furtherance of terminating such Company Employee Terminated Benefit Plan(s) as Parent may reasonably require. In the event that termination of a 401(k) any Terminated Benefit Plan would reasonably be anticipated to trigger liquidation charges, surrender charges charges, other fees or any other fees, then such charges and/or fees Liabilities shall the responsibility of the Companybe deemed to be Transaction Expenses, and the 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 no later than seven (7) Business Days prior to the Closing DateParent.

Termination of 401(k) Plans. Effective as of no later than the day immediately preceding the Closing Date, each of the Company and any ERISA Affiliate shall terminate any and all group severance, separation or salary continuation plans, programs or arrangements and any and all 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 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 such Company Employee Plan(s) Plans have been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board board of Directors directors of the Company or such ERISA Affiliate, its Subsidiaries or such ERISA Affiliate, as the case may be. The form and substance of such resolutions shall be provided or such resolutions shall be subject to review and approval by of Parent. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) Plans as Parent may reasonably require. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees, then such charges and/or fees shall be included in Third Party Expenses and shall be the responsibility of the Company, and the 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 no later than seven (7) Business Days prior to the Closing Date.