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.
Termination of Profit Sharing Plan. Prior to the Closing, (i) the Company shall fund all accrued obligations under the profit sharing plan maintained by the Company, (ii) SPA Executed.doc the Company’s profit sharing plan shall have been terminated by appropriate corporate resolutions and any required notices in a manner reasonably satisfactory to the Purchaser, and (iii) the Company shall have delivered a copy of the resolutions duly adopted by the Board of Directors of the Company terminating the Company’s profit sharing plan and authorizing application for an IRS Determination Letter and distribution of plan assets.
Termination of Profit Sharing Plan. Company shall terminate or cause to be terminated The Writer Corporation 401(i) Profit Sharing Plan prior to the date on which Company and/or its subsidiaries and ERISA Affiliates become member of a "controlled group" with or under "common control" with Parent as such terms are defined in Section 414(b) and 414(c) of the Code. Company employees employed by the Surviving Corporation will be credited for time employed at Company for purposes of participation and vesting in the Standard Pacific Retirement and Savings Plan.
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. Horizon shall have terminated ---------------------------------- its profit-sharing plan prior to Closing, TranSwitch shall have received from Horizon evidence that Horizon's profit-sharing plan has been terminated pursuant to resolutions of Horizon's Board of Directors (effective prior to the Closing) satisfactory to TranSwitch.
Termination of Profit Sharing Plan. Prior to the Closing Date, the Companies shall adopt resolutions or take other action as may be required to (i) terminate the profit sharing plan maintained by the Companies for their management employees effective as of the day before the Closing Date and with no future liability thereunder to the Companies or the Purchaser and (ii) pay all benefits accrued thereunder through the date of termination to participants.
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. Promptly following receipt of a written request from AppNet, Kodiak and the Stockholders shall take all action necessary to terminate Kodiak's 401(k) profit sharing plan (the "401(k) Plan") effective immediately prior to the Closing.
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.
