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. 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 Parent provides written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide 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 Parent. The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as Parent may 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 the Spreadsheet.

Termination of Employee Plans. Prior to Effective as of the day immediately preceding the Closing Date and contingent on the Closing, the Company shall take all action necessary adopt resolutions by the Board of Directors to terminate, or partially terminate if requested by Parent within three (3) Business Days prior to the Closing Date, each Employee Plan scheduled on Section 5.11 of the Company Disclosure Letter (each, a “Designated Employee Plan, ”) unless Parent provides written notice to the Company no later than three (3) Business Days prior to the Closing Date that such termination Employee Plans shall not be terminated) and any other Employee Plans requested by Parent to be terminated. The Company shall provide Parent with evidence that such Designated Employee Plans have been terminated (or partially terminated) (effective at or before the Effective Time. 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 Parent provides written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide Parent with evidence that any such Company Employee Plan has been terminated pursuant to resolutions of the board Board of directors (or similar body) of the Company or its ERISA Affiliates, as the case may beDirectors. The form and substance of such resolutions shall be subject to review and approval of Parent. The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as Parent may require. In the event that termination (or partial termination) of a 401(k) Plan any of the Designated Employee Plans 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 the Spreadsheetwriting to Parent.

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. Unless instructed otherwise by Parent, effective 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 Parent Acquiror provides prior written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide Parent 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 ParentAcquiror (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 Parent the Company and Acquiror may requireagree upon. In the event that termination of a 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other feesearly termination charges or penalties, 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 provide Acquiror with an estimate the amount of such charges and/or fees and provide such estimate in the Spreadsheetpenalties 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. Unless instructed otherwise by ParentBuyer, 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 Parent Buyer provides written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide Parent 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 ParentBuyer. The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as Parent Buyer may 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 the SpreadsheetStatement of Expenses.

Termination of Employee Plans. Prior to the Closing, the Company shall take all action necessary terminate any Company Employee Plan intended to terminate be qualified under Section 401(a) of the PlanCode, as well as any Company Employee Plans that are group welfare benefit plans or that include group severance pay or benefits, such termination to be effective at or before contingent upon the Effective Time. Unless instructed otherwise by Parent, Closing and 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 Parent Acquiror provides written notice to the Company that any such 401(k) plans Company Employee Plan shall not be terminated). The Company shall provide Parent Acquiror with evidence reasonably satisfactory to Acquiror that any all such Company Employee Plan has Plans have been terminated pursuant terminated, including, with respect to Company Employee Plans intended to be qualified under Section 401(a) of the Code or as reasonably requested by Acquiror, resolutions of the board of directors (or similar body) of the Company or its ERISA Affiliates, as the case may be, terminating such Company Employee Plans. The form and substance of such resolutions shall be subject to review and approval of Parent. The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as Parent may requireAcquiror (acting reasonably). In the event that termination of such a 401(k) Company Employee Plan would reasonably be anticipated to trigger in connection with the Closing triggers 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 the SpreadsheetStatement of Expenses. The Company also shall take such other, commercially reasonable actions in furtherance of terminating any such Company Employee Plan as Acquiror may reasonably require.

Termination of Employee Plans. Prior to the Closing, the Company shall take all action necessary to terminate the PlanPlan and any and all other Company Employee Plans (other than the Company Employee Plans described in the following sentence) that Parent requests to be terminated, such termination to be effective at or before the Effective Time, unless Parent provides prior written notice to the Company that any such Company Employee Plan shall not be terminated. Unless instructed otherwise by Parent, effective 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 or any Code Section 401(k) arrangement (each, a “401(k) Plan”) (unless Parent provides prior written notice to the Company that any such 401(k) plans Plan shall not be terminated). The Company shall provide Parent with evidence that any such each Company Employee Plan required to be terminated pursuant to this Section 7.6(d) has been terminated pursuant to resolutions of the board of directors (or similar body) of the Company or its ERISA AffiliatesCompany, as the case may be. The form and substance of such resolutions shall be subject to review and approval of Parent. The Company also shall take such other actions in furtherance of terminating any such Company Employee Plan as Parent may 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 the SpreadsheetStatement 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. Unless instructed otherwise by Parent, 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 Parent provides written notice to the Company that such 401(k) plans shall not be terminated). The Company shall provide 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 Parentno later than three (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 Parent may 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 the SpreadsheetStatement 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.