Termination of Seller's 401K Plan Sample Clauses

Termination of Seller's 401K Plan. Effective as of the day --------------------------------- immediately preceding the Closing Date, the governing body of the applicable Seller Entities shall by resolution which shall be adopted prior to the Closing Date, terminate each Plan intended to meet the requirements of section 401(k) of the Code. Notwithstanding the above, the Seller shall not be required to terminate or liquidate that certain annuity contract issued by Lincoln Life, in Fort Xxxxx, Indiana, and numbered GP85730 (the "Annuity Contract") constituting an asset of any such Plan, and shall not be required to effectuate the liquidation and winding up of any such Plan. If the Surviving Corporation elects to terminate or liquidate the Annuity Contract, the Parent shall, or shall cause the Surviving Corporation to, pay the "market value adjustment" under Section 5.06 of the Annuity Contract, and the "withdrawal charge" under Section 3.18 of the Annuity Contract (all as defined in the Annuity Contract) (collectively the "Termination Fees") that result from the termination or liquidation of the Annuity Contract. If the Termination Fees exceed $50,000, Xxxxxxx Xxxxx shall pay to the Parent or the Surviving Corporation, as applicable, (i) the amount of the Termination Fees in excess of $50,000 but not greater than $100,000 (which excess amount shall be treated as a Loss for which the Parent Indemnified Parties shall be entitled to indemnification from Xxxxxxx Xxxxx (and not the other Stockholders), without regard to the limitation specified in Section 10.9(a)); and (ii) one-half of the balance, if any, of Termination Fees in excess of $100,000 (which shall also be treated as a Loss for which the Parent Indemnified Parties shall be entitled to indemnification from Xxxxxxx Xxxxx (and not the other Stockholders), without regard to the limitation specified in Section 10.9(a)).
Sample 1
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Related to Termination of Seller's 401K Plan

  • Termination of Benefit Plans Effective as of the day immediately preceding the Closing Date, the Company shall terminate all Company Employee Plans that are “employee benefit plans” subject to ERISA including any Company Employee Plans intended to include a Code Section 401(k) arrangement (unless Buyer provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) plans shall not be terminated). Unless Buyer provides such written notice to the Company, no later than three Business Days prior to the Closing Date, the Company shall provide Buyer with evidence that such Company Employee Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to review and approval of Buyer. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Buyer may reasonably require. In the event that termination of the Company’s 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then 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 Buyer no later than ten Business Days prior to the Closing Date.

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Termination of Employee Plans The Company shall have provided Parent with evidence, reasonably satisfactory to Parent, as to the termination of the benefit plans referred to in Section 5.9.

  • Termination of Benefits Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

  • Termination Giving Rise to a Termination Payment If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 11, or (iii) Cause, then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in Section 13(a), the Termination Payment pursuant to Section 8(a).

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Termination of Employees At closing the Vendor will terminate the employment of all employees to whom the Purchaser has made an offer of employment under section 8.1 and will indemnify and save harmless the Purchaser from and against all claims by any employee of the Vendor for wages, salaries, bonuses, pension or other benefits, severance pay, notice or pay in lieu of notice and holiday pay in respect of any period before closing.

  • Supplemental Executive Retirement Plan The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP").

  • Death After Termination of Employment But Before Benefit Payments Commence If the Executive is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Executive's beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Executive's death.

  • Death after Termination In the event of the death of Executive during the period Executive is receiving payments pursuant to this Agreement, Executive’s designated beneficiary shall be entitled to receive the balance of the payments; or in the event of no designated beneficiary, the remaining payments shall be made to Executive’s estate.

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