Termination of Profit Sharing Plan. The Company shall have taken all necessary and appropriate corporate actions (i) to terminate the F&G Mechanical Corp. Profit Sharing Plan, (ii) to remove the Company as a named or other fiduciary to such plan, (iii) to remove the Company or any person acting as an agent or employee of the Company as administrator of such plan and (iv) to appoint the Stockholders in their capacities as named fiduciaries and administrators of such plan.
Termination of Profit Sharing Plan. As soon as reasonably practicable after the Closing, the Stockholders shall in good faith take all steps that are necessary to effectuate the termination of the F&G Mechanical Corp. Profit Sharing Plan and Trust and to obtain the requisite approvals of the Internal Revenue Service to such termination.
Termination of Profit Sharing Plan. Prior to the Closing, the Board of Directors of the Company shall have approved a resolution terminating the Company's Profit Sharing Plan, effective immediately prior to the Closing.
Termination of Profit Sharing Plan. Prior to the Effective Time, the Company shall take all necessary actions to terminate the Managed Care of America, Inc. Profit Sharing Plan (the “Profit Sharing Plan”). In conjunction with the termination of the Profit Sharing Plan (i) the accounts of all Profit Sharing Plan participants and beneficiaries in the Profit Sharing Plan as of the date of termination shall become fully vested as of the Profit Sharing Plan termination date in accordance with the Profit Sharing Plan’s terms and conditions as of the Profit Sharing Plan termination date; (ii) as soon as practicable after the date hereof, the Company shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the Profit Sharing Plan; and (iii) as soon as practicable after the later of the Effective Time or the receipt of a favorable determination letter for termination of the Profit Sharing Plan from the IRS, at the direction of the Profit Sharing Plan participants, the account balances in the Profit Sharing Plan shall be: (A) distributed to participants and beneficiaries; (B) transferred to an eligible individual retirement account designated by the Profit Sharing Plan participants and beneficiaries, or (C) transferred to another qualified defined contribution plan or other “eligible retirement plan” as defined under the Code. Prior to the Effective Time, the Company and, following the Effective Time, the Former Subsidiaries Holding Company shall use their respective reasonable best efforts in good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the Profit Sharing Plan as may be requested by the IRS as a condition to its issuance of a favorable determination letter). The Former Subsidiaries Holding Company will adopt such additional amendments to the Profit Sharing Plan as may be reasonably required by the IRS subsequent to the Effective Time as a condition to granting such favorable determination and termination letters provided that such amendments do not substantially change the terms outlined herein or would result in an additional material liability to the Former Subsidiaries Holding Company. Neither the Company nor the Former Subsidiaries Holding Company shall make any distributions from the Profit Sharing Plan except as may be permitted or required by applicable Law until receipt of such favorable determination letter.
Termination of Profit Sharing Plan. Seller agrees to terminate its current profit sharing plan as soon as practicable after the Closing.
Termination of Profit Sharing Plan. 29 6.7 Collection of ACBEL Receivable. ....................................29
Termination of Profit Sharing Plan. Buyer will terminate, and will cause the Company to terminate, in cooperation with the trustees of the Profit Sharing Plan, the Profit Sharing Plan in accordance with ERISA, the Code, and other applicable laws as soon as practicable following the Closing. Xxxxxx Xxxxx, as a trustee under the Profit Sharing Plan, agrees to use reasonable, diligent efforts, in cooperation with the Company and the other trustee, to terminate the Profit Sharing Plan as soon as practicable following the Closing. Buyer will use reasonable, diligent efforts to terminate such plan, and will cause the Company to use reasonable, diligent efforts to terminate such plan, in a manner that minimizes any adverse consequence to, or hardship upon, any beneficiary thereof.
Termination of Profit Sharing Plan. Buyer shall have received copies of letters substantially in the form of Exhibit H hereto, signed by each employee of the Company in respect of termination of the Company's Bonus Scheme (as defined in the Deed of Warranty).
Termination of Profit Sharing Plan. Evidence of termination of the Topline Imports, Inc. Profit Sharing Plan maintained by the Company, in form and substance reasonably satisfactory to the Buyer. For the avoidance of doubt, such termination shall be effective immediately prior to the Closing Date.
Termination of Profit Sharing Plan. The parties agree that the Profit Sharing Plan described on Schedule 3.20 (the "Profit Sharing Plan") shall not be included as part of the Assets, the Purchaser shall not be substituted as the sponsoring employer under the Profit Sharing Plan, and the Assumed Liabilities shall in no event include any withdrawal, termination, unfunded or underfunded liability arising in connection with the Profit Sharing Plan. Following the Closing, the Sellers shall take all necessary action to terminate the Profit Sharing Plan in accordance with applicable law, in connection with which the Sellers shall file all necessary forms and pay all appropriate fees, fines, penalties and other sums due in respect thereof. Without limiting the generality of Section 10.1, the "Losses" against which the Purchaser shall be indemnified against shall include all such liabilities, obligations and responsibilities arising in connection with the Profit Sharing Plan, whether arising before or after the Closing, and (regardless of any limitation set forth in the last sentence of Section 3.20) whether or not known to the Sellers at the time of Closing.
