Termination of Company Benefit Plans. Effective no later than the day immediately preceding the Closing Date, the Company shall terminate, or cause to be terminated, any Company Benefit Plan that Parent has requested to be terminated by providing written notice to the Company at least 15 days prior to the Closing Date. In the event that Parent requests termination of a Company Benefit Plan, the Company, or its applicable Subsidiary, shall adopt written resolutions, the form and substance of which shall be satisfactory to Parent, to terminate such Company Benefit Plan, and the Company shall take, or shall cause to be taken, such other actions as are reasonably requested by Parent to effectuate such termination. No later than the day immediately preceding the Closing Date, the Company shall provide Parent with evidence that such Company Benefit Plans have been terminated.
Termination of Company Benefit Plans. Effective immediately prior to the Closing, the Group Companies will terminate any and all Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, and effective immediately prior to the Closing none of the Company’s employees shall have any right thereafter to contribute any amounts to any Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code (other than amounts accrued as of the date of plan termination, amounts based on compensation earned on or before the date of plan termination and loan repayments). At the request of Buyer, the Company will provide Buyer with evidence that each such Company Benefit Plan has been terminated effective immediately prior to the Closing pursuant to resolutions duly adopted by the Company Board or the board of directors of a Subsidiary, as applicable. In addition, at the request of Buyer, subject to any advance notification requirements contained therein, the Group Companies will terminate any and all other Company Benefit Plans, including any group health, dental, severance, separation or salary continuation plans, programs or arrangements, effective either immediately prior to the Closing or thereafter as specified by Buyer and, at the request of Buyer, the Company will provide Buyer with evidence that such Company Benefit Plans have been so terminated pursuant to resolutions duly adopted by the Company Board or the board of directors of a Subsidiary, as applicable, or by other appropriate means. The Company shall take such other actions in furtherance of terminating such Company Benefit Plans as the Buyer may reasonably require. For the avoidance of doubt, this Section 6.5(g) does not relate to any pension arrangements in countries where pension entitlements transfer by Law.
Termination of Company Benefit Plans. As requested by Parent pursuant to Section 4.7(a), the Company shall have delivered (a) a true, correct and complete copy of resolutions adopted by the board of directors of the Company authorizing the termination of each of the Company Benefit Plans, including the Company’s 401(k) Plan, (b) an amendment to the Company’s 401(k) Plan, executed by the Company, that is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the Company’s 401(k) Plan shall be maintained at the time of its termination and (c) evidence reasonably satisfactory to Parent to ensure that no Employee or former Employee has any right under such plans and that all Liabilities of the Company under the Company Benefit Plans (including any Liabilities relating to services performed prior to the Closing) are fully extinguished at no cost, and with no liability, to the Surviving Corporation.
Termination of Company Benefit Plans. Effective immediately prior to the Closing, the Sellers shall cause the Company to terminate any and all Qualified Plans, and effective immediately prior to the Closing none of the Company’s employee shall have any right thereafter to contribute any amounts to any Qualified Plans. The Sellers will provide Purchaser with evidence that each such Qualified Plan has been terminated effective immediately prior to the Closing pursuant to resolutions duly adopted by the Company’s board of directors. In addition, at the request of Purchaser, the Sellers shall cause the Company to terminate any and all other Plans, including any group health, dental, severance, separation or salary continuation plans, programs or arrangements, effective either immediately prior to the Closing or thereafter as specified by Purchaser and, at the request of Purchaser, the Sellers will provide Purchaser with evidence that such Plans have been so terminated pursuant to resolutions duly adopted by the Company’s board of directors. The Sellers shall cause the Company to take such other actions in furtherance of terminating such Plans as Purchaser may reasonably require.
Termination of Company Benefit Plans. Effective immediately prior to the Closing, the Seller shall cause the Company and each of its Subsidiaries to terminate their inclusion as participating employers in any and all Qualified Plans, and effective immediately prior to the Closing none of the Company’s or any of its Subsidiaries’ employees shall have any right thereafter to contribute any amounts to any Qualified Plans. The Seller will provide Purchaser with evidence that the Company and each of its Subsidiaries are no longer participating employers in each such Qualified Plan effective immediately prior to the Closing pursuant to resolutions duly adopted by the Company’s or any of its Subsidiaries’ board of directors. In addition, at the request of Purchaser, the Seller shall cause the Company and each of its Subsidiaries to terminate any and all other Plans, including any group health, dental, severance, separation or salary continuation plans, programs or arrangements, effective either immediately prior to the Closing or thereafter as specified by Purchaser and, at the request of Purchaser, the Seller will provide Purchaser with evidence that such Plans have been so terminated pursuant to resolutions duly adopted by the Company’s and each of its Subsidiaries’ board of directors. The Seller shall cause the Company and each of its Subsidiaries to take such other actions in furtherance of terminating such Plans as Purchaser may reasonably require. Effective immediately prior to the Closing, Seller (i) shall cause PharmaStar and PersonifilRx to terminate their inclusion as a participating employer in any and all retiree health plans and will provide Purchaser with duly adopted resolutions evidencing the same, and, effective immediately prior to the Closing, none of PharmaStar or PersonifilRx’s employees shall have any right thereafter to receive retiree health benefits and (ii) shall cause PersonifilRx New England to terminate its retiree health plan and will provide Purchaser with duly adopted resolutions evidencing the same, and, effective immediately prior to the Closing, none of PersonifilRx New England’s employees shall have any right to receive retiree health benefits.
Termination of Company Benefit Plans. 46 Section 5.15 Termination of Permitted Encumbrances. 46 Section 5.16 Further Assurances. 46 ARTICLE VI TAX MATTERS 46
Termination of Company Benefit Plans. The Seller Parties shall cause the Company to terminate each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code effective prior to the Closing by resolutions (or written consent) adopted by the Company’s board of directors, which resolution (or written consent) shall be subject to Buyer’s review and approval, which review and approval shall not be unreasonably withheld, delayed or conditioned. The Seller Parties shall cause the Company to terminate all other Company Benefit Plans prior to the Closing except such Company Benefit Plans, if any, designated for continuation by Buyer in writing delivered to Seller at least five (5) Business Days prior to the Closing.
Termination of Company Benefit Plans. Effective as of the day immediately preceding the Closing Date, the Company and its Affiliates, as applicable, shall each terminate any and all group severance, separation or salary continuation plans, programs or arrangements and any and all plans intended to include a Code Section 401(k) arrangement (unless Parent provides written notice to the Company that such 401(k) plans shall not be terminated) (collectively, “Company Employee Plans”). Unless Parent provides such written notice to the Company, no later than five (5) business days prior to the Closing Date, the Company shall provide Parent with evidence that such Company Employee Plan(s) have been terminated (effective as of the day immediately preceding the Closing Date) pursuant to resolutions of the Company’s Board of Directors. 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 such Company Employee Plan(s) as Parent may reasonably require.
Termination of Company Benefit Plans. The Company shall have delivered (a) a true, correct and complete copy of resolutions adopted by the board of directors of the Company authorizing the termination of each of the Company Benefit Plans, and (b) evidence reasonably satisfactory to Parent to ensure that no Employee or former Employee has any right under such plans and that all liabilities of the Company under the Company Benefit Plans (including any liabilities relating to services performed prior to the Closing) are fully extinguished at no cost, and with no liability, to the Company.
Termination of Company Benefit Plans. The Company shall have provided evidence reasonably satisfactory to Parent that it has terminated or cancelled the Company Benefit Plans set forth in Schedule 5.11 effective as of no later than the Business Day prior to the Effective Time.
