Common use of Termination of Certain Benefit Plans Clause in Contracts

Termination of Certain Benefit Plans. The Member shall cause the Group Companies to take (or cause to be taken) all actions necessary or appropriate, effective no later than the day immediately preceding the Closing Date, to (i) terminate each Company Employee Benefits Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (a “401(k) Plan”) and (ii) terminate each Group Company’s participation in all 401(k) Plans sponsored by a professional employer organization (“PEO”), unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain any such 401(k) Plan by providing the Member with written notice of such election (an “Election Notice”) at least five (5) Business Days prior to the Closing Date. Unless Parent provides an Election Notice to the Member, the Member shall cause the applicable Group Company to deliver to Parent, at least three (3) Business Days prior to the Closing Date, evidence that the applicable Group Company’s board of directors has validly adopted resolutions to (a) terminate each Company Employee Benefit Plan that is a 401(k) Plan and (b) terminate the applicable Group Company’s participation in any 401(k) Plan sponsored by a PEO (with the form and substance of such resolutions to be subject to review and approval of Parent), in each case effective no later than the date immediately preceding the Closing Date. In the event that the distributions of assets from the trust of a terminated 401(k) Plan (or a 401(k) Plan sponsored by a PEO in which a Group Company has terminated participation) is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated 401(k) Plan or upon any Group Company, then the Member shall cause the Group Companies to take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent prior to the Effective Time.

Termination of Certain Benefit Plans. The Member Company shall cause the Group Companies to take (or cause to be taken) all actions necessary or appropriateappropriate to terminate, effective no later than the day immediately preceding the Closing Date, to : (ia) terminate each any Acquired Company Employee Benefits Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (a the “401(k) PlanPlans”) ); and (iib) terminate each Group Company’s participation any other Acquired Company Employee Plan requested by Parent at least five (5) Business Days prior to the Closing Date, unless, in all 401(k) Plans sponsored by a professional employer organization the case of clauses “(a)” and “PEO(b)”), unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain any such 401(k) Plan Plans by providing the Member Company with written notice of such election (an “Election Notice”) at least five (5) Business Days prior to the Closing Date. Unless Parent provides an Election Notice to the MemberCompany, the Member Company shall cause the applicable Group Company to deliver to Parent, at least three (3) Business Days prior to the Closing Date, evidence that the applicable Group Company’s board of directors has validly adopted resolutions to (aterminate the 401(k) terminate each Plans and other Acquired Company Employee Benefit Plan that is a 401(k) Plan and Plans (b) terminate the applicable Group Company’s participation in any 401(k) Plan sponsored by a PEO (with the form and substance of such which resolutions to shall be subject to review and approval of Parent), in each case effective no later than the date immediately preceding the Closing Date. In the event that the distributions of assets from the trust of a terminated 401(k) Plan (or a 401(k) Plan sponsored by a PEO in which a Group Company has is terminated participation) is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated 401(k) Plan plan or upon any Group CompanyCompany or plan sponsor, then the Member Company shall cause the Group Companies to take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent prior to the Effective Time.

Termination of Certain Benefit Plans. The Member Company shall cause the Group Companies to take (or cause to be taken) all actions necessary or appropriateterminate, effective no later than the day immediately preceding the Closing Date, to (i) terminate each Date in the case of a Company Employee Benefits Plan described in clause “(a)” and as of the Effective Time (or as soon as administratively practicable thereafter) in the case of any Company Employee Plan described in clause “(b)”: (a) any Company Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (a the “Company 401(k) PlanPlans”) and (iib) terminate each Group Company’s participation any other Company Employee Plan requested by Parent at least three Business Days prior to the Closing Date, unless, in all 401(k) Plans sponsored by a professional employer organization the case of clauses “(a)” and “PEO”(b), unless ,” Parent, in its sole and absolute discretion, agrees to sponsor and maintain any such 401(k) Plan by providing notifies the Member with written notice of such election Company in writing (an “Election Notice”) at least five (5) three Business Days prior to the Closing DateDate that any such plan need not be terminated; notwithstanding the foregoing, in no event shall the Company FY22 Bonus Plan be terminated. Unless Parent provides an Election Notice to the MemberCompany, the Member Company shall cause the applicable Group Company to deliver to Parent, at least three (3) Business Days prior to the Closing Date, evidence that the applicable Group Company’s board of directors has validly adopted resolutions to (aterminate the Company 401(k) terminate each Plans and other Company Employee Benefit Plan that is a 401(k) Plan and Plans, as applicable (b) terminate the applicable Group Company’s participation in any 401(k) Plan sponsored by a PEO (with the form and substance of such which resolutions to shall be subject to review and approval of Parent), in each case effective no later than as of the date immediately preceding the Closing Datedates specified above. In the event that the distributions of assets from the trust of a terminated Company 401(k) Plan (or a 401(k) Plan sponsored by a PEO in which a Group Company has is terminated participation) pursuant to this Section 4.6 is reasonably anticipated by the Company to trigger liquidation charges, surrender charges, or other fees (other than ordinary administrative expenses) to be imposed upon the account of any participant or beneficiary of such terminated 401(k) Plan plan or upon any Group the Company, then (i) the Member Company shall cause the Group Companies to take such actions as are necessary to reasonably estimate the amount of such charges or charges, fees and provide expenses and shall include such estimate amount in writing the Estimated Closing Statement, and (ii) such charges, fees or expenses shall be borne by the Company, and Parent or any of its Affiliates shall not have any Liability with respect to Parent prior to the Effective Timesuch charges, fees or expenses.

Termination of Certain Benefit Plans. The Member Company shall cause the Group Companies to take (or cause to be taken) all actions necessary or appropriateappropriate to terminate, effective no later than the day immediately preceding the Closing Date, to : (ia) terminate each Company Acquired Entity Employee Benefits Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (a “401(k) Plan”) ); and (iib) terminate each Group Company’s participation effective as soon as reasonably practicable following the satisfaction of any notice requirements, any other Acquired Entity Employee Plan requested by Parent, unless, in all 401(k) Plans sponsored by a professional employer organization the case of clause “(“PEOa)”), unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain continue any such 401(k) Plan by providing the Member Company with written notice of such election (an “Election Notice”) at least five (5) Business Days prior to the Closing Date. Unless Parent provides an Election Notice to the Member, the Member The Company shall cause the applicable Group Company to deliver to Parent, at least three (3) Business Days prior to the Closing Date, evidence that the applicable Group Company’s board of directors has validly adopted resolutions to (a) terminate each Company 401(k) Plan, unless Parent provides an Election Notice to the Company, and any other Acquired Entity Employee Benefit Plan that is a 401(k) Plan and Parent timely requests to be terminated pursuant to this Section, as applicable (b) terminate the applicable Group Company’s participation in any 401(k) Plan sponsored by a PEO (with the form and substance of such which resolutions to shall be subject to reasonable review and approval of Parent), in each case effective no later than the date immediately preceding the Closing Date. In the event that the distributions of assets from the trust of a terminated 401(k) Plan (or a 401(k) Plan sponsored by a PEO in which a Group Company has is terminated participation) is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated 401(k) Plan plan or upon any Group CompanyCompany or plan sponsor, then the Member Company shall cause the Group Companies to take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent prior to the First Effective Time.

Termination of Certain Benefit Plans. The Member Upon the request of Parent at least five Business Days prior to the Closing (or, solely in the case of early termination of the waiting period under the HSR Act, if later, on the Closing Conditions Satisfaction Date) (the “Benefit Plan Notice Deadline”), the Company shall cause the Group Companies to take (or cause to be taken) all actions necessary or appropriate, appropriate to terminate: (a) effective no later than the day immediately preceding the Closing DateDate or as otherwise directed by Parent, to (i) terminate each Company Acquired Entity Employee Benefits Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (each, a “401(k) Plan”) ); and (iib) terminate each Group Company’s participation in all 401(k) Plans sponsored by a professional employer organization (“PEO”), unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain any such 401(k) Plan by providing the Member with written notice of such election (an “Election Notice”) at least five (5) Business Days effective no later than immediately prior to the Closing DateEffective Time, any other Acquired Entity Employee Plan requested by Parent. Unless Parent provides an Election Notice to the Member, the Member The Company shall cause the applicable Group Company to deliver to Parent, at least three (3) Business Days prior to the Closing Date, evidence reasonably satisfactory to Parent that the applicable Group Company’s board of directors has validly adopted resolutions to terminate: (ax) terminate each Company Employee Benefit Plan that is a 401(k) Plan if and as directed by Parent; and (by) terminate the any other Acquired Entity Employee Plan that Parent timely requests to be terminated pursuant to this Section 4.5, as applicable Group Company’s participation in any 401(k) Plan sponsored by a PEO (with the form and substance of such resolutions to shall be subject to review and approval of ParentParent effective as set forth under clause “(a)” or “(b)” above, in each case effective no later than as applicable, provided that such terminations may be made contingent upon the date immediately preceding the Closing DateClosing. In the event that the distributions of assets from the trust of a terminated 401(k) Plan (or a 401(k) Plan sponsored by a PEO in which a Group Company has is terminated participation) is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated 401(k) Plan plan or upon any Group CompanyCompany or plan sponsor, then the Member Company shall cause the Group Companies to take such actions as are necessary to reasonably estimate the amount of such charges or fees and provide such estimate in writing to Parent prior to the Effective Time; provided that such amounts shall not be considered Company Transaction Expenses.