Common use of Termination of Employee Plans Clause in Contracts

Termination of Employee Plans. Prior to the Closing, the Company shall take all action necessary to terminate the Plan, such termination to be effective at or before the Effective Time. Effective as of no later than the day immediately preceding the Closing Date, the Company shall terminate any and all Company Employee Plans intended to include group severance pay or benefits and any Code Section 401(k) arrangement (each, a “401(k) Plan”) unless Acquiror provides prior written notice to the Company that such 401(k) plans shall not be terminated. The Company shall provide Acquiror with evidence that any such Company Employee Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its ERISA Affiliates, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Acquiror (which approval shall not be unreasonably withheld). The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as the Company and Acquiror may agree upon. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other early termination charges or penalties, then the Company shall provide Acquiror with an estimate of such charges and penalties within ten (10) Business Days prior to Closing.

Termination of Employee Plans. Prior to the Closing, the Company shall take all action necessary to terminate the Plan, such termination to be effective at or before the Effective Time. Effective Unless instructed otherwise by Buyer, effective as of no later than the day immediately preceding the Closing Date, the Company shall terminate any and all Company Employee Plans intended to include group severance pay or benefits and any Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless Acquiror Buyer provides prior written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide Acquiror Buyer with evidence that any such Company Employee Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its ERISA Affiliates, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Acquiror (which approval shall not be unreasonably withheld)Buyer. The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as the Company and Acquiror Buyer may agree uponrequire. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other early termination charges or penaltiesfees, 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 provide Acquiror with an take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and penalties within ten (10) Business Days prior to Closingprovide such estimate in the Statement of Expenses.

Termination of Employee Plans. Prior to the Closing, the Company shall take all action necessary to terminate the Plan, such termination to be effective at or before the Effective Time. Effective Unless instructed otherwise by Parent, effective as of no later than the day immediately preceding the Closing Date, the Company shall terminate any and all Company Employee Plans intended to include group severance pay or benefits and any Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless Acquiror Parent provides prior written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide Acquiror Parent with evidence that any such Company Employee Plan has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its ERISA Affiliates, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Acquiror (which approval shall not be unreasonably withheld)Parent. The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as the Company and Acquiror Parent may agree uponrequire. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other early termination charges or penaltiesfees, 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 provide Acquiror with an take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and penalties within ten (10) Business Days prior to Closingprovide such estimate in the Spreadsheet.

Termination of Employee Plans. Prior to the Closing, the Company shall take all action necessary to terminate the Plan, such termination to be effective at or before the Effective Time. Effective as of no later than the day immediately preceding the Closing Date, the Company and each of its Subsidiaries shall terminate any and all Company Employee Plans intended to include group severance pay or benefits and any Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless Acquiror Parent provides prior written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide Acquiror Parent with evidence that any such Company Employee 401(k) Plan has been terminated (effective as of no later than the day immediately preceding the Closing Date) pursuant to resolutions of the board of directors Company Board (or similar body) of the Company or its ERISA Affiliates, as the case may be. The form and substance of such resolutions shall be subject provided to Parent for review and approval of Acquiror no later than three (which approval shall not be unreasonably withheld)3) Business Days before the Closing Date. The Company and each of its Subsidiaries also shall take such other actions in furtherance of terminating any such Company Employee Plan as the Company and Acquiror Parent may agree uponrequire. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other early termination charges or penaltiesfees, 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 provide Acquiror with an take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and penalties within ten (10) Business Days prior to Closingprovide such estimate in the Statement of Specified Liabilities. The Company also shall have taken and shall take such other actions in furtherance of terminating any other Company Employee Plans as Parent may require.