Assumed Benefit Agreement definition

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 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.

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.

Examples of Assumed Benefit Agreement in a sentence

• 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.

• 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.

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

• 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

Assumed Benefit Agreement means each Seller Benefit Agreement that is set forth in Section 3.16(a)(i) of the Disclosure Schedules.