Termination of Pension Plan. Unless otherwise stated by Acquiror in writing, Target shall, immediately prior to the Closing Date, terminate Target's 401(k) Plan (the "401(k) PLAN") and no further contributions shall be made to the 401(k) Plan, provided that as a condition of such termination Target's employees shall be eligible to participate in Acquiror's 401(k) plan immediately following the Closing Date. Target shall provide to Acquiror (i) executed resolutions by the Board of Directors of Target authorizing the termination and (ii) an executed amendment to the 401(k) Plan sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder so that the tax-qualified status of the 401(k) Plan will be maintained at the time of termination.
Termination of Pension Plan. If required by Parent in writing, the Company shall, immediately prior to and contingent upon the Closing Date, have terminated the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. The Company shall provide to Parent (i) executed resolutions by the Company Board authorizing the termination and (ii) an executed amendment to the Plan , which in the Parent's reasonable judgment is sufficient to assure compliance with all applicable requirements of the Code and regulations thereunder.
Termination of Pension Plan. If required by Parent in writing, Company shall, immediately prior to the Effective Time, have terminated the Company 401(k) Plan (the "Plan") and no further contributions shall be made to the Plan. The Company shall have provided to Parent (i) executed resolutions by the Board of Directors of the Company authorizing the termination and (ii) an executed amendment to the Plan sufficient to assure compliance with all applicable requirements of the Internal Revenue Code and regulations thereunder so that the tax-qualified status of the Plan will be maintained at the time of termination.
Termination of Pension Plan. Effective as of the day immediately preceding the Effective Time, SkillSoft and its ERISA 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 SmartForce consents, as evidenced by written notice to SkillSoft, to the continuation of any such plan, program or arrangement, which consent shall not be unreasonably withheld) (collectively, "SkillSoft Terminating Plan(s)"). SmartForce agrees that the Continuing Employees shall be eligible to participate, to the extent they were eligible to participate in the SkillSoft Terminating Plan, in a comparable SmartForce plan, program or arrangement, as promptly following the Effective Time as is permitted by the terms of such SmartForce plan, program or arrangement. Unless SmartForce provides such written consent to SkillSoft, no later than three business days prior to the Effective Time, SkillSoft shall provide SmartForce with evidence that such SkillSoft Terminating Plan(s) have been terminated (effective as of the day immediately preceding the Effective Time) pursuant to resolutions of SkillSoft's Board of Directors. SkillSoft also shall take such other actions in furtherance of terminating such SkillSoft Terminating Plan(s) as SmartForce may reasonably require.
Termination of Pension Plan. If the Pension Plan is terminated in its entirety, in accordance with Section 6.4, the assets of the Fund shall be disbursed in accordance with the Pension Plan.
Termination of Pension Plan. The institution of any steps by Issuer or any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, Issuer or any such ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, and such contribution, liability or obligation could reasonably be expected to have a Material Adverse Effect;
Termination of Pension Plan. Target shall, immediately prior to the Closing Date, terminate Target's 401(k) Plan (the "401(k) PLAN") and no further contributions shall be made to the 401(k) Plan, provided that as a condition of such termination Target's employees shall be eligible to participate in Acquiror's 401(k) plan as soon as practicable but not later than ninety (90) days following the Closing Date. Target shall provide to Acquiror executed resolutions by the Board of Directors of Target authorizing the termination and Acquiror will pay (or cause Target to pay after Closing) all costs of terminating the Target 401(k) Plan, including without limitation any "back end load" imposed by Oppexxxxxxx Xxxds in connection with the termination of the 401(k) Plan.
Termination of Pension Plan. If the Pension Plan is terminated and wound up in accordance with the Sponsors Agreement, the Employer shall pay into the Fund, amortized over a 5 year period:
(a) all amounts required to fully fund Benefits accrued to the date of the termination of the Pension Plan; and
(b) all amounts required to pay costs, fees or expenses arising from or related to the administration, termination and wind-up of the Pension Plan.
Termination of Pension Plan. Seller shall discharge its obligations under the Pension Plan, whether arising before, on or after the Closing Date, and terminate the Pension Plan within 120 days after Closing. Seller and the Seller Officers represent and warrant to RII Sub and Parent that the accrual of benefits under such plan has been frozen. Seller and the Seller Owners shall indemnify and hold harmless RII Sub and Parent against any and all claims and liabilities of any nature arising out of the Pension Plan. At all times after the Closing, Buyer and Parent shall
(a) cooperate with Seller regarding the handling of such obligations of Seller and to make all books, records and documents relating to such claims in their possession available to Seller, or its representatives, upon request, for inspection and copying, and
(b) with reasonable promptness, provide Seller with copies of any correspondence or documents that RII Sub or Parent receives regarding the Pension Plan.
Termination of Pension Plan. The Shareholders shall have, within ninety (90) days of the Closing, terminated any existing Employee Benefit Plan (as defined in
