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This is my opinion. I can't cite anything. I normally think 99% of the time people over think these counts unless you are close the line where you move from not needing an audit to an audit. I would actually amend for the reason you stated in this case. I would add with the software our firm uses it is simple and not very time consuming. The hardest part would be someone has to call the client and apologize for the mistake. I would rather do that than have a discussion why an IRS letter or agent shows up asking about the number. In short the cost of amending seems low and the bad thing of not amending seems high even if you don't know the chances of it happening. In fact your firm may have spent more man hours (minutes most likely) debating to amend or not than how long it would take to do the change on the software. That is my 2 cents.

You'll also want to look at 1.401(k)-1(e)(8) which requires that deferrals can only be made from 415(c) compensation. 1.415(c)-2 has the comp definition. 1.415(c)-2(e)(3)(iv) says severance pay is not 415(c) comp.

The cite for 30 day notice not being required in your situation is 1.401(k)-3(e)(4). Note the or between (i) and (ii). Having a 410(b)(6)(C) transaction like you do puts you under (ii). The 30 day notice is only required if you fall under (i).

The second attorney is correct.

What he said! Agree completely.

I have seen sellers run short payrolls through the date of termination/closing if they want to allow deferrals for as long as possible. I have also seen some process deferrals out of the first post-closing paycheck but only for compensation earned through the date of termination/closing. Alternatively, if you intend not to take deferrals from the final (11/30) paycheck, you can (could have?) terminate the plan on 10/31 if you're confident enough the closing will occur.

To David Rigby's point, if the buyer is requiring the termination of the plan BEFORE the effective date of the sale, wouldn't that then mean 11/15/2020, not 12/15/2020???