Common use of Termination of Retirement Plans Clause in Contracts

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.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)

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Termination of Retirement Plans. Prior to Closing, the Physician shall cause the Company (and the Company 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 time of Closing, the Company and the Partnership shall cause New P.C. P.A. to assume all of the obligations of the Company and the Partnership as the sponsoring employer and/or plan administrator of the Retirement Plan in compliance with applicable law. Subsequent to Closing, the New P.C. P.A. and Vision 21 shall review the extent to which the New P.C. 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 Code, taking into account any employees of Vision 21 or the Subsidiary who would be "leased employees" of the New P.C. P.A. under Section 414(n) of the Code. If Vision 21 and the New P.C. P.A. mutually agree that such qualification requirements can be satisfied, New P.C. the Company may elect to continue the Retirement Plan and make contributions in accordance with its terms, provided that the New P.C. P.A. 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vision Twenty One Inc), Asset Purchase Agreement (Vision Twenty One Inc)

Termination of Retirement Plans. Prior to Closing, the Physician 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. 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

Termination of Retirement Plans. Prior to Closing, the Physician shall cause the Company (and the Company 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 time of Closing, the Company and the Partnership shall cause New P.C. P.A. to assume all of the obligations of the Company and the Partnership as the sponsoring employer and/or plan administrator of the Retirement Plan in compliance with applicable law. Subsequent to Closing, New P.C. P.A. and Vision 21 shall review the extent to which New P.C. 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 or the Subsidiary who would be "leased employees" of New P.C. P.A. under Section 414(n) of the Code. If Vision 21 and New P.C. P.A. mutually agree that such qualification requirements can be satisfied, New P.C. P.A. may elect to continue the Retirement Plan and make contributions in accordance with its terms, provided that New P.C. P.A. 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

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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. 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.any

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

Termination of Retirement Plans. Prior to Closing, the Physician 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 Closingclosing, the Company 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. the Company and Vision 21 shall review the extent to which New P.C. 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 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.

Appears in 1 contract

Samples: Optical Asset Purchase Agreement (Vision Twenty One Inc)

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