Acquired Entity Employee Plan definition

Acquired Entity Employee Plan means any plan, program, policy, practice, Contract or arrangement, whether written or unwritten, providing benefits or compensation (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, deferred compensation, vacation, insurance, supplemental unemployment, retention, stock purchase, stock option or other equity-related award, severance, employment, consulting, change of control or fringe benefit plan, program, policy, practice or Contract), in any case (a) that is sponsored, maintained or contributed to by any Acquired Entity, (b) to which any Acquired Entity is a party, or (c) with respect to which any Acquired Entity has any liability (including contingent liability).
Sample 1
Acquired Entity Employee Plan means each Employee Plan that is not a Union Employee Plan. “Approved Budget” means the approved budget of the Acquired Entities set forth on Schedule 11.01(a)(i); provided, if the Closing Date or termination of this Agreement has not occurred prior to December 31, 2024, the approved budget for calendar year 2025 shall be deemed to be the Approved Budget provided such budget does not contemplate expenditure in excess of the expenditure for financial year 2025 contemplated by the Target Entities’ financial model set forth on Schedule 11.01(a)(ii). “Approved CBA Mandates” means the approved mandates regarding the in-process negotiations attached hereto as Schedule 11.01(b). “Affiliate” of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, Contract or otherwise. Notwithstanding the foregoing, other than in the case of the definitions of “Cash”, “Indemnitee Affiliates”, “Non-Recourse Party”, “Seller Related Parties” and “OMERS D&O” and Sections 2.03(d), 12.15, 12.16 and 12.24, in no event shall Sellers or any Acquired Entity be considered an Affiliate of OMERS Administration or OMERS Infra or any other portfolio company affiliated with, or managed directly or indirectly by, or by an Affiliate of, OMERS Administration or OMERS Infra. “Agreed Accounting Principles” means the principles set out in Exhibit D. “Agreement” has the meaning set forth in the preamble to this Agreement. “Annual Financial Date” means December 31, 2023.
Sample 1
Acquired Entity Employee Plan means each Employee Plan that is sponsored, maintained or contributed to (a) solely by the Acquired Entity or (b) exclusively for the benefit of the Acquired Entity Employees, the Acquired Entity Independent Contractors and/or other employees, officers, directors and contractors currently or formerly employed or engaged by the Acquired Entity.
Sample 1

Examples of Acquired Entity Employee Plan in a sentence

  • It analyzed a dataset of 660 companies that investors engaged with for a range of ESG issues, with 847 separate engagements in total.14 Their conclusion was unequivocal: “The engagements lead to significant ESG rating adjustments.

  • No Acquired Entity Employee Plan provides, or is obligated to provide, welfare benefits to any person who is not a current or former employee of an Acquired Entity (or dependent thereof).

  • No Acquired Entity Employee Plan is intended to meet the requirements of Section 501(c)(9) of the Code.

  • No independent contractor is eligible to participate in any Acquired Entity Employee Plan.

  • As previously discussed, no evidence established Marc Weisman was the general partner, there was no jury finding on the general partner issue, and there is no judicial admissions of that.

  • All required contributions to, and payments from or in connection with, any Acquired Entity Employee Plan have been timely made in accordance with the terms of such Acquired Entity Employee Plan, applicable Contracts and applicable Legal Requirements, and all contributions for any period ending on or before the Closing Date which are not yet due are reflected as an accrued Liability on the Unaudited Interim Balance Sheet.

  • Each such Acquired Entity Employee Plan has received a favorable determination, opinion or advisory letter from the Internal Revenue Service with respect to such qualification and the Tax-exempt status of its related trust, and no circumstances exist which could result in Liability to any Acquired Entity in respect of such qualified status.

  • The Company shall take (or cause to be taken) all actions necessary or appropriate to keep in effect and in good standing through the Closing each Acquired Entity Employee Plan that contains a cash or deferred arrangement intended to qualify under Section 401(a) of the Code (each, a “401(k) Plan”).

  • None of the Acquired Entities has incurred any excise Taxes under Chapter 43 of the Code with respect to any Acquired Entity Employee Plan and nothing has occurred with respect to any Acquired Entity Employee Plan that would reasonably be expected to subject any Acquired Entity to any such Taxes.

  • Part 2.15(e) of the Disclosure Schedule contains an accurate and complete list of each Acquired Entity Employee Plan.


More Definitions of Acquired Entity Employee Plan

Acquired Entity Employee Plan means any plan, program, policy, practice, Contract or arrangement, whether written or unwritten, providing benefits or compensation (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), any UK pension plan or UK pension arrangement and any bonus, incentive, deferred compensation, vacation, insurance, supplemental unemployment, retention, stock purchase, stock option or other equity-related award, severance, employment (including employment offer letter), consulting, change of control or fringe benefit plan, program, policy, practice or Contract), in any case (a) that is sponsored, maintained or contributed to by any Acquired Entity, (b) to which any Acquired Entity is a party, (c) with respect to which any Acquired Entity has any liability (including contingent liability), or (d) in or to which any Acquired Entity Service Provider participates or is a party, except, in each case, any plan, program, policy, practice, Contract or arrangement that is statutorily mandated in a non-U.S. jurisdiction.
Sample 1

Related to Acquired Entity Employee Plan

  • Company Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "EMPLOYEE BENEFIT PLAN," within the meaning of Section 3(3) of ERISA which is maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • Seller Employee Plan means any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Benefit Plan means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

  • Employee Plan means an employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan), regardless of whether subject to ERISA, that any Loan Party or any of its ERISA Affiliates maintains, sponsors or contributes to or is obligated to contribute to.

  • Company Plan means any Benefit Plan: (i) under which any current or former director, officer, employee, consultant or independent contractor of the Company has any present or future right to benefits and that is maintained, sponsored or contributed to by the Company; or (ii) with respect to which the Company has any Liability.

  • Business Benefit Plan means each Benefit Plan that is contributed to, sponsored, maintained or entered into by Seller or a Retained Subsidiary, a Purchased Subsidiary or any Affiliate of any of them for the benefit of any Business Employee.

  • Employee Plans means all Benefit Arrangements, Multiemployer Plans, Pension Plans and Welfare Plans.

  • Company Employee Benefit Plan means each Employee Benefit Plan that is maintained, sponsored or contributed to (or required to be contributed to) by any of the Group Companies or under or with respect to which any of the Group Companies has any Liability.

  • Company Plans shall have the meaning set forth in Section 3.14(a).

  • Company Benefit Plan has the meaning specified in Section 4.13(a).

  • Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.

  • Company Benefit Plans has the meaning set forth in Section 3.16(a).

  • Seller Plan means any Employee Benefit Plan that is maintained or sponsored by the Seller or any Subsidiaries of the Seller (other than the Companies and their Subsidiaries) for the benefit of any current or former NewCo Employee.

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • Qualified Benefit Plan has the meaning set forth in Section 3.20(c).

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).

  • Benefit Plans shall have the meaning set forth in Section 3.13(a).

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Welfare Benefit Plan means each welfare benefit plan maintained or contributed to by the Company, including, but not limited to a plan that provides health (including medical and dental), life, accident or disability benefits or insurance, or similar coverage, in which Executive was participating at the time of the Change in Control.

  • Company ERISA Affiliate means all employers (whether or not incorporated) that would be treated together with the Company or any of its Subsidiaries as a “single employer” within the meaning of Section 414 of the Code.

  • Parent Benefit Plan means an Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Acquired Entity means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

  • Health benefit plan means a policy, contract, certificate or agreement offered or issued by a health carrier to provide, deliver, arrange for, pay for or reimburse any of the costs of health care services.