Termination of Retirement Plans Sample Clauses

Termination of Retirement Plans. Prior to Closing, the Physician shall cause the Company to take all steps necessary to discontinue benefits accruals under any Employee Benefit Plan that is intended to be a qualified employee retirement plan under Section 401(a) of the Code (a "Retirement Plan") effective as of Closing or as soon thereafter as may be practical. Effective at the time of Closing, the Company shall cause New P.C. to assume all of the obligations of the Company as the sponsoring employer and/or plan administrator of the Retirement Plan in compliance with applicable law. Subsequent to Closing, New P.C. and Vision 21 shall review the extent to which New P.C. can resume contributions to the Retirement Plan without violating the qualification requirements of Sections 410(b) and 401(a)(4) of the Code taking into account any employees of Vision 21 or the Subsidiary who would be "leased employees" of New P.C. under Section 414(n) of the Code. If Vision 21 and New P.C. mutually agree that such qualification requirements can be satisfied, New P.C. may elect to continue the Retirement Plan and make contributions in accordance with its terms, provided that New P.C. shall agree to cover at its own expense any Vision 21 or Subsidiary employees who are leased employees if such coverage is required to maintain the tax-qualified status of the Retirement Plan.
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Termination of Retirement Plans. Prior to Closing, the Physician shall cause the Company to take all steps necessary to discontinue benefits accruals under any Employee Benefit Plan that is intended to be a qualified employee retirement plan under Section 401(a) of the Code (a "Retirement Plan") effective as of Closing or as soon thereafter as may be practical. Subsequent to Closing, the Company and Vision 21 shall review the extent to which the Company can resume contributions to the Retirement Plan without violating the qualification requirements of Sections 410(b) and 401(a)(4) of the Code, taking into account any employees of Vision 21 who would be "leased employees" of the Company under Section 414(n) of the Code. If Vision 21 and the Company mutually agree that such qualification requirements can be satisfied, the Company may elect to continue the Retirement Plan and make contributions in accordance with its terms, provided that the Company shall agree to cover at its own expense any Vision 21 employees who are leased employees if such coverage is required to maintain the tax-qualified status of the Retirement Plan.
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Termination of Retirement Plans. Seller shall have taken all steps necessary to discontinue benefits accruals under any employee benefit plan that is intended to be a qualified employee retirement plan under Section 401(a) of the Code (a "Retirement Plan") effective as of Closing or as soon thereafter as may be practical. Subsequent to Closing, Seller and Vision 21 shall review the extent to which Seller can resume contributions to the Retirement Plan without violating the qualification requirements of Section 410(b) and 401(a)(4) of the Code taking into account any employees of Vision 21 who would be "leased employees" of Seller under Section 414(n) of the Code. If Vision 21 and Seller mutually agree that such qualification requirements can be satisfied, Seller may elect to continue the Retirement Plan and make contributions in accordance with its terms, provided that Seller shall agree to cover at its own expense any Vision 21 employees who are leased employees if such coverage is required to maintain the tax qualified status of the Retirement Plan.
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Termination of Retirement Plans. Prior to Closing, the Stockholder shall cause the Acquired Companies to take all steps necessary to discontinue benefit accruals under any Employee Benefit Plan and to terminate their participation in all such plans effective as of Closing or as soon thereafter as may be practical.
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Termination of Retirement Plans. Prior to Closing, the Partners shall cause the Partnership to take all steps necessary to discontinue benefits accruals under any Employee Benefit Plan that is intended to be a qualified employee retirement plan under Section 401(a) of the Code (a "Retirement Plan") effective as of Closing or as soon thereafter as may be practical. Effective at the Closing Date, the Partnership shall cause the Practice to assume all of the obligations of the Partnership as the sponsoring employer and/or plan administrator of the Retirement Plan in compliance with applicable law. Subsequent to Closing, the Partnership and Vision 21 shall review the extent to which the Practice can resume contributions to the Retirement Plan without violating the qualification requirements of Sections 410(b) and 401(a)(4) of the Code, taking into account any employees of Vision 21 who would be "leased employees" of the Practice under Section 414(n) of the Code. If Vision 21 and the Practice mutually agree that such qualification requirements can be satisfied, the Practice may elect to continue the Retirement Plan and make contributions in accordance with its terms, provided that the Practice shall agree to cover at its own expense any Vision 21 employees who are leased employees if such coverage is required to maintain the tax-qualified status of the Retirement Plan.
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Termination of Retirement Plans. 38 7.15. Delivery of Schedules...................................................................... 38
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Termination of Retirement Plans. Effective no later than immediately prior to Closing, the Company and its Subsidiaries shall have taken all steps necessary to terminate the Xxxxxxxxx Computer Consultants, Inc. 401(k) Savings Plan and the Xxxxxxxxx Computer Consultants, Inc. Profit Sharing Plan. Prior to the Closing Date and the termination of the above plans, the Company shall (a) prepare an application (the “Application”) under the Employee Plans Compliance Resolution System (the “EPCRS”) to correct all violations of the Code that have occurred with respect to the timing of amendments to defined contribution plans maintained by the Company listed on the Benefits Schedule (the “Failures”), (b) prepare an Internal Revenue Service determination letter request relating to this correction (the “Determination Letter”), and (c) give the required participant notice in connection with the Determination Letter. If the required notice has been completed sufficiently in advance of Closing to allow filing of the Determination Letter the Company will also submit the Application and the Determination Letter to the Internal Revenue Service. The Company shall either pay, or include as a liability in the calculation of Net Working Capital, any penalty or filing fee required to be submitted with the Application or the Determination Letter. Subject to the terms and conditions of Article IX the Securityholders agree to indemnify Purchaser from and against any Losses incurred by Purchaser as a result of the Failures.
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Termination of Retirement Plans. Prior to Closing, the Optometrist shall cause the Company to take all steps necessary to discontinue benefits accruals under any Employee Benefit Plan that is intended to be a qualified employee retirement plan under Section 401(a) of the Code (a "Retirement Plan") effective as of Closing or as soon thereafter as may be practical. Subsequent to Closing, the Company and Vision 21 shall review the extent to which the Company can resume contributions to the Retirement Plan without violating the qualification requirements of Sections 410(b) and 401(a)(4) of the Code, taking into account any employees of Vision 21 who would be "leased employees" of the Company under Section 414(n) of the Code. If Vision 21 and the Company mutually agree that such qualification requirements
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Termination of Retirement Plans. Prior to Closing, the Shareholder shall cause the Company to take all steps necessary to discontinue benefits accruals under any Employee Benefit Plan that is intended to be a qualified employee retirement plan under Section 401(a) of the Code (a "Retirement Plan") effective as of Closing or as soon thereafter as may be practical. Effective at the time of Closing, the Company shall cause Sever, Pusaxxxx & Xortxxxx, X.D., P.A. to assume all of the obligations of the Company as the sponsoring employer and/or plan administrator of the Retirement Plan in accordance with applicable law. Subsequent to Closing, the Company and Vision 21 shall review the extent to which the Sever, Pusaxxxx & Xortxxxx, X.D., P.A. can resume contributions to the Retirement Plan without violating the qualification requirements of Sections 410(b) and 401(a)(4) of the Code, taking into account any employees of Vision 21 who would be "leased employees" of the Sever, Pusaxxxx & Xortxxxx, X.D., P.A. under Section 414(n) of the Code. If Vision 21 and Sever, Pusaxxxx & Xortxxxx, X.D., P.A. mutually agree that such qualification requirements can be satisfied, Sever, Pusaxxxx & Xortxxxx, X.D., P.A. may elect to continue the Retirement Plan and make contributions in accordance with its terms, provided that Sever, Pusaxxxx & Xortxxxx, X.D., P.A. shall agree to cover at its own expense any Vision 21 employees who are leased employees if such coverage is required to maintain the tax-qualified status of the Retirement Plan.
Sample 1

Related to Termination of Retirement Plans

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Post-Retirement Benefits The present value of the expected cost of post-retirement medical and insurance benefits payable by the Borrower and its Subsidiaries to its employees and former employees, as estimated by the Borrower in accordance with procedures and assumptions deemed reasonable by the Required Lenders is zero.

  • Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all other savings and retirement plans, practices, policies and programs, in each case on terms and conditions no less favorable than the terms and conditions generally applicable to the Company’s other executive employees.

  • Supplemental Retirement Plan During the Contract Period, if the Executive was entitled to benefits under any supplemental retirement plan prior to the Change in Control, the Executive shall be entitled to continued benefits under such plan after the Change in Control and such plan may not be modified to reduce or eliminate such benefits during the Contract Period.

  • Pre-Retirement Death Benefits Should the Director die while --------- ----------------------------- serving as a director of the Bank and prior to the Qualifying Date, the Bank will pay $671 per month for a continuous period of 120 months to the Beneficiary or Beneficiaries of the Director. The first such monthly installment payment shall be made on a date to be determined by the Bank, but in no event later than the first day of the sixth calendar month following the calendar month in which the Director died. In the event of the death of the last living Beneficiary before all installment payments shall have been made, the balance of any payments which remain unpaid at the time of such Beneficiary's death shall be commuted on the basis of eight percent (8%) per annum compounded interest and shall be paid in a single sum to the estate of the last Beneficiary to die. In the absence of any such beneficiary designation, or if no Beneficiary survives the Director, any payments remaining unpaid at the Director's death shall be commuted on the basis of eight percent (8%) per annum compounded interest and shall be paid in a single sum to the Director's estate.

  • Termination of Benefit Plans Effective as of the day immediately preceding the Closing Date, the Company shall terminate all Company Employee Plans that are “employee benefit plans” subject to ERISA including any Company Employee Plans intended to include a Code Section 401(k) arrangement (unless Buyer provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) plans shall not be terminated). Unless Buyer provides such written notice to the Company, no later than three Business Days prior to the Closing Date, the Company shall provide Buyer with evidence that such Company Employee Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to review and approval of Buyer. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Buyer may reasonably require. In the event that termination of the Company’s 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Buyer no later than ten Business Days prior to the Closing Date.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Supplemental Retirement Benefits The terms and conditions for the payment of supplemental retirement benefits are set forth in a separate written agreement between the parties.

  • TERMINATION UPON RETIREMENT Termination of Executive’s employment based on “

  • Termination of Employment Due to Retirement In the event of the Retirement of the Participant after nine months of the Performance Cycle have elapsed, the Participant’s Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Board after the close of the Performance Cycle as described below. Subject to the negative discretion of the Board, the Participant will be entitled to receive a payment equal to the product of (i) the pro-rata vesting percentage equal to the days of Participant’s Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment shall be made as soon as administratively feasible following the Board’s determination under Paragraph 2 and, in all cases, the payment shall be made within the first calendar year following the end of the Performance Cycle. If, in accordance with the Board’s determination under Paragraph 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6.

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