Acquired Company Benefit Plan definition

Acquired Company Benefit Plan means each Benefit Plan that is (a) sponsored, maintained or contributed to solely by the Acquired Companies or (b) exclusively for the benefit of the Company Employees or Former Company Employees.

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Acquired Company Benefit Plan means any Benefit Plan, or portion thereof, that is sponsored, maintained or contributed to, or that is required to be sponsored, maintained or contributed to (a) solely by any Acquired Company or, other than for purposes of Article 3, any Principal JV Entity or (b) by the Seller Business Group and is exclusively for the benefit of the Business Employees, in each case, excluding any Benefit Plan that provides defined benefit pension benefits to current or former employees primarily employed in the United Kingdom.

Acquired Company Benefit Plan shall have the meaning set forth in Section 3.19(a)(iii).

Examples of Acquired Company Benefit Plan in a sentence

• Each Acquired Company Benefit Plan is exclusive to the Business and does not cover employees of Seller or any of its Affiliates other than the Company Employees and Former Company Employees.

• Each Acquired Company Benefit Plan has been maintained and operated in material compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Acquired Company Benefit Plan as well as in material compliance with any applicable agreement.

• No Acquired Company Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

• No events have occurred with respect to any Acquired Company Benefit Plan that could result in a material payment or assessment by or against the Company of any excise taxes under Sections 4972, 4975, 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Code.

• Other than routine claims for benefits and except as would not reasonably be expected to have a Business Material Adverse Effect, there is no Legal Proceeding pending or threatened in writing or, to Seller’s Knowledge, threatened orally, against or arising out of any Acquired Company Benefit Plan or the plan administrator or fiduciary of any Acquired Company Benefit Plan with respect to the operation of the Acquired Company Benefit Plan.

More Definitions of Acquired Company Benefit Plan

Acquired Company Benefit Plan means a Benefit Plan sponsored, maintained, entered into or contributed to by any Acquired Company for the benefit of the Business Employees or with respect to which any Acquired Company has any liability (contingent or otherwise).

Acquired Company Benefit Plan means any employee benefit plan, program, policy, practice, or other arrangement providing compensation or benefits to any Business Employee or any beneficiary or dependent thereof that is sponsored or maintained by an Acquired Company or any of its Subsidiaries or to which an Acquired Company or any of its Subsidiaries contributes or is obligated to contribute, on behalf of any Business Employee, including any employee welfare benefit plan within the meaning of Section 3(1) of ERISA, any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, performance, equity or stock or stock related, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control, supplemental unemployment benefit, vacation, sick or paid time off benefit, or fringe benefit plan, arrangement, program or policy.

Acquired Company Benefit Plan means any Plan for which the Acquired Companies are or have been the "plan sponsor" (as defined in Section 3(16)(B) of ERISA) or any Plan the Acquired Companies have maintained or to which the Acquired Companies are obligated to make payments or have or may have any liability.

Acquired Company Benefit Plan means any AS&O Business Benefit Plan solely sponsored, maintained or contributed to by, or for, any Acquired Company.

Acquired Company Benefit Plan means each Company Benefit Plan currently sponsored or maintained by one or more of the Companies.

Acquired Company Benefit Plan means each Benefit Plan (a) that is sponsored, maintained or contributed to solely by one or more Acquired Companies, (b) that is exclusively for the benefit of current or former Business Employees or (c) with respect to which the Acquired Companies (but no other Seller Affiliates) have any liability as of immediately prior to the Closing with respect to any current or former Business Employees. "Affiliate" as to any Person, shall mean any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person, through one or more intermediaries or otherwise. For purposes of this definition, "control" of a Person shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by ownership of equity interests, by Contract or otherwise. The Acquired Companies shall be deemed, for purposes of this Agreement, Affiliates of Seller prior to the Closing, and Affiliates of Purchaser at and after the Closing. "Agreement" shall mean this Contribution and Purchase Agreement (including the Seller Disclosure Schedule and all other schedules, annexes and exhibits attached hereto), as it may be amended from time to time.

Acquired Company Benefit Plan means any Benefit Plan that is maintained or contributed to by the Acquired Company for the benefit of the Affected Employees. Except as set forth in Section 3.15(a)(ii) of the Acquired Company Disclosure Schedule, each Acquired Company Benefit Plan has been established and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable Laws, and each Acquired Company Benefit Plan intended to qualify under section 401(a) of the Code is the subject of a favorable determination or opinion letter from the U.S. Internal Revenue Service as to its qualified status and no event has occurred and no condition exists which would be reasonably likely to result in the revocation of any such determination or opinion.