Assumed Benefit Agreement definition

Assumed Benefit Agreement means each Business Benefit Agreement (i) that Purchaser has expressly agreed to assume, or to cause its subsidiaries to assume, pursuant to any Transaction Document, (ii) that Purchaser or any of its subsidiaries is required to assume under applicable Law, Contract or CBA or (iii) to which the Transferred Entity is a party.
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Assumed Benefit Agreement means any Benefit Agreement or any portion thereof, (a) that is contributed to, maintained or sponsored by any of the Acquired Subsidiaries, or (b) any assets or liabilities of which (i) Purchaser has explicitly agreed to assume pursuant to this Agreement or any Ancillary Agreement or (ii) will be transferred to Purchaser or its Affiliates under applicable Law as a result of the Transactions.
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Assumed Benefit Agreement means each Benefit Agreement (i) that Purchaser has explicitly agreed to assume or to cause any of its subsidiaries to assume pursuant to this Agreement or (ii) to which any of the Companies is a party.
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Examples of Assumed Benefit Agreement in a sentence

  • Section 3.14(a)(i) of the Seller Letter identifies each material Assumed Benefit Plan and material Assumed Benefit Agreement.

  • To the knowledge of Seller, neither the Seller nor any of its subsidiaries has communicated to any Business Employee any intention or commitment to materially amend or modify any Assumed Benefit Plan or Assumed Benefit Agreement or to establish or implement any other material employee or retiree benefit or compensation plan or arrangement.

  • No condition exists that would subject the Purchaser or any of its Affiliates (including ERISA Affiliates) to any material withdrawal liability, requirement to provide material security, material fine, excise tax, penalty, Loss or similar material liability or obligation under any Assumed Benefit Plan or Assumed Benefit Agreement.

  • No Assumed Benefit Plan and no Assumed Benefit Agreement would result in the payment (whether in connection with a termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code as a result of the transactions contemplated by this Agreement.

  • Notwithstanding anything herein to the contrary, other than (i) as required by applicable Law with respect to an Assumed Benefit Plan or Assumed Benefit Agreement or (ii) as a result of direct rollovers from the Seller 401(k) Plan to the Purchaser 401(k) Plan, there shall be no transfer of assets from any Business Benefit Plan to any employee benefit plan or arrangement maintained by Purchaser or its subsidiaries, except as otherwise may be agreed by and between both parties.

  • The Seller has not announced orally or in writing an intention to create any additional employee benefit or compensation plans, policies or arrangements that would be Assumed Benefit Plans if created and, except as may be required by applicable law, has not announced orally or in writing an intention to materially modify, suspend or terminate any Assumed Benefit Plan or Assumed Benefit Agreement.


More Definitions of Assumed Benefit Agreement

Assumed Benefit Agreement shall have the meaning set forth in the Employee Matters Agreement. Annex 1-2
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Assumed Benefit Agreement means each Seller Benefit Agreement that is set forth in Section 3.16(a)(i) of the Disclosure Schedules.
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Related to Assumed Benefit Agreement

  • 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.

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

  • Seller Benefit Plans shall have the meaning ascribed thereto in Section 4.11(a) hereof.

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

  • Defined Benefit Plan means either a plan described in Section 3(35) of ERISA or a plan subject to the minimum funding standards set forth in Section 302 of ERISA and Section 412 of the Code.

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

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

  • Defined Benefit Plan Fraction means a fraction, the numerator of which is the projected annual benefit (determined as of the close of the relevant Plan Year) of the Participant under all Defined Benefit Plans maintained by one or more Related Companies, and the denominator of which is the lesser of (i) the product of 1.25 multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for the Plan Year, or (ii) the product of 1.4 multiplied by the amount which may be taken into account under Section 415(b)(1)(B) of the Code with respect to the Participant for the Plan Year.

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

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

  • Medical Benefits Schedule means the Medicare Schedule of Benefits produced by the Department of Health to which all fees and benefits relate for inpatient hospital services.

  • 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 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.

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

  • 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.

  • Foreign Benefit Arrangement means any employee benefit arrangement mandated by non-U.S. law that is maintained or contributed to by any Credit Party or any of its Subsidiaries.

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

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

  • Company Employee Agreement means any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other contract between any Group Company and any current or former employee, director or officer of such Group Company.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

  • Company Plans has the meaning set forth in Section 3.13(a).

  • 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.

  • Health benefits plan means a benefits plan which pays or

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

  • Retirement Plans means the retirement income, supplemental executive retirement, excess benefits and retiree medical, life and similar benefit plans providing retirement perquisites, benefits and service credit for benefits at least as great in value in the aggregate as are payable thereunder prior to a Change in Control.

  • Vested Benefits means amounts which are vested or which Executive is otherwise entitled to receive under the terms of or in accordance with any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its subsidiaries, at or subsequent to the date of his termination without regard to the performance by Executive of further services or the resolution of a contingency.