Assumed Benefit Plans definition

Assumed Benefit Plans means (a) each Seller Benefit Plan that is sponsored or maintained by an Other Asset Seller and that is listed on Schedule 1.1(a)(i) of the Disclosure Letter and (b) each Seller Benefit Plan that is sponsored or maintained by a Purchased Entity and that will transfer at Closing with the Purchased Entity by operation of Law.

Assumed Benefit Plans means any (i) Company Plan maintained by the Retained Entities solely for the benefit of current and former employees of the Retained Business (including, for the avoidance of doubt, any such plan in which New Diamond Employees participate by virtue of past service to the Retained Business), and (ii) any Company Plan that is an employment, change-of-control, severance or similar individual agreement between the Company, a New Diamond Entity or one of their respective Affiliates and any Retained Employee, other than any such agreement providing for equity or equity-based compensation. For purposes of the preceding sentence, any award (whether a cash, restricted stock unit, or retention award) made pursuant to Section 6.1(a)(ii) of the Company Disclosure Letter to the Merger Agreement and made to a Retained Employee (and any agreement in respect of such award) shall not be considered an award and/or agreement providing for equity or equity-based compensation and shall be considered an Assumed Benefit Plan for all purposes of this Agreement.

Assumed Benefit Plans shall have the meaning set forth in Section 2.1(p)

Examples of Assumed Benefit Plans in a sentence

• Notwithstanding the foregoing, effective as of the Closing Date or the Deferred Closing Date, as applicable, Purchaser or one of its Affiliates shall be responsible for all obligations with respect to claims incurred under the Purchaser Assumed Benefit Plans and/or the Miraclon Entity Benefit Plans.

• As of the Closing, Continuing Employees shall cease to be covered by the MLIM Parent Benefit Plans other than Assumed Benefit Plans; provided that MLIM Parent shall retain responsibility for all claims under any MLIM Parent Benefit Plans incurred by Continuing Employees prior to the Effective Time.

• Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees.

• The Transferred Employees shall cease to participate in the Company Benefit Plans (other than any Assumed Benefit Plans) as at the Closing and shall commence participation in the Buyer’s Benefit Plans as at the Closing.

• The Purchaser may add Benefit Plans to the Assumed Benefit Plans prior to Closing.

More Definitions of Assumed Benefit Plans

Assumed Benefit Plans means certain of the Debtors’ employment and severance policies, and compensation and benefit plans, policies, and programs of the Debtors applicable to their employees, retirees and non-employee directors and the employees and retirees of its subsidiaries, including, without limitation, savings plans, retirement plans, healthcare plans, disability plans, severance benefit plans, and life, accidental death and dismemberment insurance plans that the Debtors intend to assume pursuant to Section 6.4(a), as shall be disclosed by the Debtors in a notice to be included in the Plan Supplement.

Assumed Benefit Plans shall have the meaning given to such term in Section 9.09.

Assumed Benefit Plans shall have the meaning set forth in Section 4.9(a).

Assumed Benefit Plans means the Benefit Plans of Seller Entities, and all assets related thereto, to be assumed by Buyer or any of its Affiliates as set forth in Schedule 2.01(v) and subject to Section 6.09(c).

Assumed Benefit Plans shall have the meaning specified in Section 7.2(e)(i).

Assumed Benefit Plans shall have the meaning set --------------------- forth in Section 7.5(d)(i).

Assumed Benefit Plans means the Comp 24 LLC Health Insurance Plan (other than the Blue Cross HMO coverage for California employees), and the Comp 24 LLC Premium Only Plan.