Qualified Retirement Plans. APP shall use its best efforts to establish a qualified plan and trust for NewCo, within the meaning of Section 401(a) and 501(a), respectively, of the Code ("New Qualified Plan") that will provide benefits comparable (as determined under Section 401(a)(4) of the Code) to the benefits provided under the qualified plans referenced in the Disclosure Schedules, if any, sponsored by the Company as of March 31, 1997. APP will file for a favorable determination letter from the IRS on the New Qualified Plan and request a favorable determination from the IRS that NewCo is not a member of an affiliated service group (as defined in Section 414(m) of the Code) or a recipient organization of leased employee services (as defined in Section 414(n) of the Code). Any benefits provided under the New Qualified Plan shall be conditioned on a favorable determination letter from the IRS. Costs associated with the establishment and design of the New Qualified Plan shall be paid by APP. The NewCo shall be responsible for funding any contributions to, or any ongoing administrative costs of, the New Qualified Plan. ARTICLE IX Covenants of APP and the Company APP and the Company agree as follows:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Merger Agreement (American Physician Partners Inc)
Qualified Retirement Plans. APP shall use its best efforts to establish a qualified plan and trust for NewCo, within the meaning of Section 401(a) and 501(a), respectively, of the Code ("New Qualified Plan") that will provide benefits comparable (as determined under Section 401(a)(4) of the Code) to the benefits provided under the qualified plans referenced in the Disclosure Schedules, if any, sponsored by the Company as of March 31, 1997. APP will file for a favorable determination letter from the IRS on the New Qualified Plan and request a favorable determination from the IRS that NewCo is not a member of an affiliated service group (as defined in Section 414(m) of the Code) or a recipient organization of leased employee services (as defined in Section 414(n) of the Code). Any benefits provided under the New Qualified Plan shall be conditioned on a favorable determination letter from the IRS. Costs associated with the establishment and design of the New Qualified Plan shall be paid by APP. The NewCo shall be responsible for funding any contributions to, or any ongoing administrative costs of, the New Qualified Plan.
ARTICLE IX Covenants of APP and the Company APP and the Company agree as follows:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc), Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)
Qualified Retirement Plans. APP shall use its best efforts to establish a qualified plan and trust for NewCo, within the meaning of Section 401(a) and 501(a), respectively, of the Code ("New Qualified Plan") that will provide benefits comparable (as determined under Section 401(a)(4) of the Code) to the benefits provided under the qualified plans referenced in the Disclosure Schedules, if any, sponsored by the Company as of March 31, 1997. APP will file for a favorable determination letter from the IRS on the New Qualified Plan and request a favorable determination from the IRS that NewCo is not a member of an affiliated service group (as defined in Section 414(m) of the Code) or a recipient organization of leased employee services (as defined in Section 414(n) of the Code). Any benefits provided under the New Qualified Plan shall be conditioned on a favorable determination letter from the IRS. Costs associated with the establishment and design of the New Qualified Plan shall be paid by APP. The NewCo shall be responsible for funding any contributions to, or any ongoing administrative costs of, the New Qualified Plan.
ARTICLE IX Covenants of APP and the Company APP and the Company agree as follows:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (American Physician Partners Inc)