Applicable Benefit Plans definition

Applicable Benefit Plans shall include, without limitation, (i) each and every Benefit Plan which, at any time up to the Closing, was sponsored by, was contributed to or required to be contributed to by, or was otherwise connected with, the Company.
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Applicable Benefit Plans means all employee benefit plans, compensation arrangements and other benefit arrangements, whether or not “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), providing cash- or equity-based incentives, health, medical, dental, disability, accident or life insurance benefits or vacation, severance, retirement, pension or savings benefits, that are sponsored, maintained or contributed to by Seller or the Related Entities for the benefit of employees, directors, consultants, former employees, former consultants and former directors of the Related Entities and all employee agreements providing compensation, vacation, severance or other benefits to any officer, employee, consultant or former employee of the Related Entities, except to the extent providing benefits imposed or implied by applicable foreign Law. “Related Entity Applicable Benefit Plan” means any Applicable Benefit Plan sponsored, maintained or contributed to by the Related Entity.
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Applicable Benefit Plans shall include, without limitation, (i) each and every Benefit Plan which, at any time up to the Closing, was sponsored by, was contributed to or required to be contributed to by, or was otherwise connected with, one or more of Universal, Clinishare Diabetes Centers, Inc., Physicians Support Services, Inc., USC-Michigan, Inc., PCS, Inc.-West, Diabetes Self Care, Inc., and USCI Health Care Management Solutions, Inc. (each, a "Target Company"), and (ii) the Diabetes Self Care, Inc. 401(k) Plan, and each Target Company- related life insurance, health coverage, disability coverage, flexible benefits, and other or similar plan, program or arrangement. The phrases "Benefit Plan," "Applicable Benefit Plan" and "Applicable Benefit Plans" shall exclude only the fully-insured health and accident plan sponsored for only the eligible employees of Diabetes Self Care, Inc. (the benefits under which are underwritten by Allmerica Health Insurance Company); and such excluded plan is referred to in this paragraph 10 as the "Assumed Plan."
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Examples of Applicable Benefit Plans in a sentence

  • The phrases "Applicable Benefit Plan" and "Applicable Benefit Plans" shall include, without limitation, (i) each and every Benefit Plan which, at any time up to the Closing, was sponsored by, was contributed to or required to be contributed to by, or was otherwise connected with, the Company.

  • Between the date hereof and the Closing, each Investor shall take all actions reasonably required to ensure that following the Closing, the Applicable Benefit Plans of such Investor’s Acquired Entities (other than any Terminated Equity Award) shall remain in effect.

  • Intercept, Buyer and their respective legal counsel shall be entitled to obtain any and all documents and other information (whether written or unwritten), from any and all persons and entities, relating to one or more of the Applicable Benefit Plans.

  • Intercept, Merger Sub and their respective legal counsel shall be entitled to obtain any and all documents and other information (whether written or unwritten), from any and all persons and entities, relating to one or more of the Applicable Benefit Plans.

  • Section 2.7(a) of the Seller Disclosure Schedule lists all Applicable Benefit Plans which provide annual benefits, individually or in the aggregate, to employees of the Related Entities in excess of U.S. $50,000.


More Definitions of Applicable Benefit Plans

Applicable Benefit Plans shall exclude only the fully-insured health and accident plan sponsored for only the eligible employees of Diabetes Self Care, Inc. (the benefits under which are underwritten by Allmerica Health Insurance Company); and such excluded plan is referred to in this paragraph 10 as the "Assumed Plan."
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Related to Applicable Benefit Plans

  • Flexible benefit plan means a benefit plan that allows

  • Canadian Benefit Plans means all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Credit Party having employees in Canada.

  • 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.

  • Employee Benefit Plans shall have the meaning set forth in Section 3.20(a).

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

  • Canadian Benefit Plan means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing material employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Borrower has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans.

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • 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 Welfare Benefit Plan has the meaning set forth in ERISA Section 3(1).

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

  • Employee Benefit Plan means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

  • 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.

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

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

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

  • Compensation and Benefit Plans has the meaning set forth in Section 5.03(m)(i).

  • 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.

  • ERISA Plans shall have the meaning set forth in Section 3.13(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.

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

  • Foreign Benefit Plan means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

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

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).

  • Employee Pension Benefit Plan has the meaning set forth in ERISA Section 3(2).

  • Foreign Employee Benefit Plan means any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of the Company, any of its respective Subsidiaries or any members of its Controlled Group and is not covered by ERISA pursuant to ERISA Section 4(b)(4).

  • Pension Benefit Plan means at any time any employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the Controlled Group for employees of any member of the Controlled Group; or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the Controlled Group for employees of any entity which was at such time a member of the Controlled Group.