Common use of Termination of Employee Benefit Plans Clause in Contracts

Termination of Employee Benefit Plans. Effective as of the day immediately preceding the Closing Date, Seller shall terminate the Employee Benefit Plan referred to as the Alliant International University Tax Deferred Annuity Plan, a Code Section 403(b) plan. Effective as of the day immediately preceding the Closing Date, Seller shall terminate the Salary Savings Retirement Plan, which is the Employee Benefit Plan qualified under Code Section 401(a) (the “Seller’s 401(a) Plan”) (unless Buyer provides written notice to Seller no later than five business days prior to the Closing Date that such 401(a) plans shall not be terminated). In connection with the termination of the Seller’s 401(a) Plan, Seller shall take all action necessary to fully vest the account balances of all of the participants in the Seller’s 401(a) Plan. Unless Buyer provides such written notice to Seller, no later than five business days prior to the Closing Date, Seller shall provide Buyer with evidence that such Employee Benefit Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Trustees. The form and substance of such resolutions shall be subject to reasonable review and approval of Buyer prior to the Closing Date. Seller also shall take such other actions in furtherance of terminating such Employee Benefit Plan(s) as Buyer may reasonably require. In the event that termination of such Employee Benefit Plans would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees (“Termination Fees”), Seller shall be solely responsible for such Termination Fees. The Seller's 401(a) Plan only provides for discretionary employer contributions and any employer contribution for 2014 plan year for employees shall be determined in the Seller's sole discretion, except to the extent required by applicable state or federal law and limited by any contractual obligations of Seller; provided, however, that Buyer shall not be required to assume, fund or continue any such contributions. Except as specified herein, effective as of the Closing Date, Seller shall terminate all Seller sponsored Employee Benefit Plans.

Termination of Employee Benefit Plans. Effective as (a) Prior to the Closing, the Board of the day immediately preceding the Closing Date, Directors of Seller shall terminate the Employee Benefit Plan referred to as the Alliant International University Tax Deferred Annuity Plan, a Code Section 403(b) plan. Effective as of the day immediately preceding the Closing Date, Seller shall terminate the Salary Savings Retirement Plan, which is the Employee Benefit Plan qualified under Code Section 401(a) (the “Seller’s 401(a) Plan”) (unless Buyer provides written notice to Seller no later than five business days prior to the Closing Date that such 401(a) plans shall not be terminated). In connection with authorize by appropriate Board action the termination of the Seller’s 401(a) Plan, Seller shall take any and all action necessary to fully vest the account balances of all of the participants Employee Benefit Plans (as defined in the RCI Agreement) currently in effect for its Associates and/or Employees other than Seller’s 401(a) Plan. Unless Buyer provides such written notice to Seller's medical insurance plan and "cafeteria" benefit plan as identified in the Disclosure Schedule and, no later than five business days prior to if required by applicable law, the Closing Date, Seller shall provide Buyer with evidence that such Employee Benefit Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Trustees. The form amendment and substance of such resolutions shall be subject to reasonable review and approval of Buyer prior to the Closing Date. Seller also shall take such other actions in furtherance of terminating such Employee Benefit Plan(s) as Buyer may reasonably require. In the event that termination restatement of such Employee Benefit Plans would reasonably be anticipated in order to trigger liquidation chargescomply with applicable law. Seller (or after the Closing, surrender charges Owners) shall timely notify Associates and Employees of Seller of the termination of the Employee Benefit Plans, including, without limitation, the cessation of future benefit accruals under any defined benefit plan. As soon as practical after said notification and termination, and in any event no later than the time prescribed by law, Seller (or PRGI if after the Closing) shall, with respect to any tax-qualified retirement plan sponsored by Seller, submit the termination of such plan to the Internal Revenue Service for a determination as to the continued qualification of such plan under Sections 401(a) and 501(a) or other fees (“Termination Fees”), Seller shall be solely responsible for applicable sections of the Code upon the termination of such Termination Feesplan. The Seller's 401(a) Plan only provides for discretionary employer contributions and any employer contribution for 2014 plan year for employees shall be determined in the Seller's sole discretionOwners or, except to the extent required permitted by applicable state law, the Plan shall bear all legal, accounting and tax costs and expenses incurred by Sellers, Owners or federal law PRGI in terminating the Employee Benefit Plans and limited by the cost of any contractual obligations of Seller; provided, however, that Buyer shall not be required to assume, fund or continue any such contributions. Except as specified herein, effective as fiduciary insurance and all other expenses of the Closing Date, Seller shall terminate all Seller sponsored trustee of the Employee Benefit Plans, and shall indemnify and hold PRGI and PRGX harmless in respect of any Losses arising out of such Employee Benefit Plans or the termination thereof pursuant to Section 4.1 of the RCI Agreement.

Termination of Employee Benefit Plans. Effective as (a) Prior to the Closing, the Board of Directors of Seller shall authorize by appropriate Board action (i) the cessation of sponsorship by the Seller of the day immediately preceding John X. Xxxxxxx & Xssociates, Inc. Pension Plan and Trust (the Closing Date, Seller shall terminate "Pension Plan") and the Employee Benefit Plan referred to as the Alliant International University Tax Deferred Annuity Plan, a Code Section 403(b) plan. Effective as transfer of the day immediately preceding the Closing DatePension Plan and all of its assets to J & LF, Seller shall terminate the Salary Savings Retirement PlanInc., an Illinois corporation which is the Employee Benefit Plan qualified under Code Section 401(awholly owned by Owner, (ii) (the “Seller’s 401(a) Plan”) (unless Buyer provides written notice to Seller no later than five business days prior to the Closing Date that such 401(a) plans shall not be terminated). In connection with the termination of the Seller’s 401(a) Plan, Seller shall take any and all action necessary to fully vest the account balances of all of the participants other Employee Benefit Plans (as defined in the RCI Agreement) currently in effect for Seller’s 401(a's Associates and/or Employees other than Seller's medical plan and any "Cafeteria" benefit plan identified in Seller's Disclosure Schedule, and (iii) Plan. Unless Buyer provides such written notice to Sellerif required by applicable law, no later than five business days prior to the Closing Date, Seller shall provide Buyer with evidence that such Employee Benefit Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Trustees. The form amendment and substance of such resolutions shall be subject to reasonable review and approval of Buyer prior to the Closing Date. Seller also shall take such other actions in furtherance of terminating such Employee Benefit Plan(s) as Buyer may reasonably require. In the event that termination restatement of such Employee Benefit Plans would reasonably be anticipated in order to trigger liquidation chargescomply with applicable law. Seller (or, surrender charges after the Closing, Owner) shall timely notify (or Owner shall cause J & LF, Inc. to timely notify, as applicable) Associates and Employees of Seller of the cessation of sponsorship or termination of the Employee Benefit Plans, including, without limitation, the cessation of future benefit accruals under the Pension Plan. As soon as practical after said notification and cessation of sponsorship or termination, and in any event no later than the time prescribed by law, Seller (or PRGI if after the Closing) shall, with respect to any tax-qualified retirement plan sponsored by Seller, submit the termination of such plan to the Internal Revenue Service for a determination as to the continued qualification of such plan under Sections 401(a) and 501(a) or other fees (“Termination Fees”)applicable sections of the Code upon the termination of such plan. In addition, Seller as soon as possible following the Closing and in no event later than December 15, 1998, Owner shall be solely responsible for cause J & LF, Inc. to amend the Pension Plan so as to cease all future benefit accruals thereunder and shall timely provide all required notices of such Termination Feescessation of future benefit accruals under the Pension Plan in accordance with applicable laws and regulations. The Seller's 401(a) Plan only provides for discretionary employer contributions and any employer contribution for 2014 plan year for employees shall be determined in the Seller's sole discretionOwner or, except to the extent required permitted by applicable state law, the Plan shall bear all legal, accounting and tax costs and expenses incurred by Sellers, Owner or federal law PRGI in terminating the Employee Benefit Plans and limited by the cost of any contractual obligations of Seller; provided, however, that Buyer shall not be required to assume, fund or continue any such contributions. Except as specified herein, effective as fiduciary insurance and all other expenses of the Closing Date, Seller shall terminate all Seller sponsored trustee of the Employee Benefit Plans, and shall indemnify and hold PRGI and PRGX harmless in respect of any Losses arising out of such Employee Benefit Plans, the termination thereof, and/or the cessation of sponsorship of the Pension Plan by Seller described above and the sponsorship of the Pension Plan by J & LF, Inc., its successors and assigns, pursuant to Section 4.1 of the RCI Agreement.

Termination of Employee Benefit Plans. Effective as (a) Prior to the Closing, the Board of the day immediately preceding the Closing Date, Directors of Seller shall terminate the Employee Benefit Plan referred to as the Alliant International University Tax Deferred Annuity Plan, a Code Section 403(b) plan. Effective as of the day immediately preceding the Closing Date, Seller shall terminate the Salary Savings Retirement Plan, which is the Employee Benefit Plan qualified under Code Section 401(a) (the “Seller’s 401(a) Plan”) (unless Buyer provides written notice to Seller no later than five business days prior to the Closing Date that such 401(a) plans shall not be terminated). In connection with authorize by appropriate Board action the termination of the Seller’s 401(a) Plan, Seller shall take any and all action necessary to fully vest the account balances of all of the participants Employee Benefit Plans (as defined in the RCI Agreement) currently in effect for its Associates and/or Employees other than Seller’s 401(a) Plan. Unless Buyer provides such written notice to 's medical insurance plan and any "Cafeteria" benefit plan as identified in Seller's Disclosure Schedule and, no later than five business days prior to if required by applicable law, the Closing Date, Seller shall provide Buyer with evidence that such Employee Benefit Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Board of Trustees. The form amendment and substance of such resolutions shall be subject to reasonable review and approval of Buyer prior to the Closing Date. Seller also shall take such other actions in furtherance of terminating such Employee Benefit Plan(s) as Buyer may reasonably require. In the event that termination restatement of such Employee Benefit Plans would reasonably be anticipated in order to trigger liquidation chargescomply with applicable law. Seller (or after the Closing, surrender charges Owners) shall timely notify Associates and Employees of Seller of the termination of the Employee Benefit Plans, including, without limitation, the cessation of future benefit accruals under any defined benefit plan. As soon as practical after said notification and termination, and in any event no later than the time prescribed by law, Seller (or PRGI if after the Closing) shall, with respect to any tax-qualified retirement plan sponsored by Seller, submit the termination of such plan to the Internal Revenue Service for a determination as to the continued qualification of such plan under Sections 401(a) and 501(a) or other fees (“Termination Fees”), Seller shall be solely responsible for applicable sections of the Code upon the termination of such Termination Feesplan. The Seller's 401(a) Plan only provides for discretionary employer contributions and any employer contribution for 2014 plan year for employees shall be determined in the Seller's sole discretionOwners or, except to the extent required permitted by applicable state law, the Plan shall bear all legal, accounting and tax costs and expenses incurred by Sellers, Owners or federal law PRGI in terminating the Employee Benefit Plans and limited by the cost of any contractual obligations of Seller; provided, however, that Buyer shall not be required to assume, fund or continue any such contributions. Except as specified herein, effective as fiduciary insurance and all other expenses of the Closing Date, Seller shall terminate all Seller sponsored trustee of the Employee Benefit Plans, and shall indemnify and hold PRGI and PRGX harmless in respect of any Losses arising out of such Employee Benefit Plans or the termination thereof pursuant to Section 4.1 of the RCI Agreement.