Assumed Remainco Benefit Liabilities definition

Assumed Remainco Benefit Liabilities shall have the meaning set forth in Section 2.3(a) below.
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Assumed Remainco Benefit Liabilities shall have the meaning set forth in Section 1.2(b)(i). “Benefit Arrangement” means, whether written or unwritten, (a) each “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), and (b) each other employment, bonus, profit sharing, deferred compensation, incentive compensation, holiday, vacation, medical insurance, dental care, vision care, prescription drug, sick leave, short-term or long-term disability, salary continuation, welfare, long service awards, retention plan, severance or termination pay, change of control, fringe benefit, tuition reimbursement, flexible spending account, tax gross-up or indemnification, equity or equity- based, pension, retirement, supplemental retirement, death, life insurance, accidental death, post- retirement medical or other welfare benefit plan or similar compensatory plan, program, policy, practice, agreement or arrangement; provided that a Benefit Arrangement shall not include any plan, program, agreement or arrangement that is maintained by a Governmental Authority. “Benefit Plan Replication and Assumption” shall have the meaning set forth in Section 2.5. “Business Day” shall have the meaning set forth in the Separation Agreement. “Cash Award Vesting Date” shall mean each May 1 following the Closing Date until such time as there are no Merger Partner PSU Cash Awards outstanding. “Cash Funding Threshold” shall mean, with respect to any Cash Award Vesting Date, the aggregate amount necessary to pay the Merger Partner PSU Cash Awards that remain outstanding and payable (other than Merger Partner PSU Cash Awards vesting on such Cash Award Vesting Date).
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Examples of Assumed Remainco Benefit Liabilities in a sentence

  • Remainco and Remainco Group shall Assume or retain all Liabilities arising under or otherwise related to the Remainco Benefit Arrangements, including all Liabilities (i) under Section 412 of the Code and Section 302 or Title IV of ERISA, and (ii) resulting from a violation of the continuation of coverage requirements under COBRA, in each case, except to the extent such Liabilities are Assumed Remainco Benefit Liabilities.

Related to Assumed Remainco Benefit Liabilities

  • Unfunded Vested Liabilities means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Unfunded Pension Liability means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

  • Seller Benefit Plan means each Employee Benefit Plan that is sponsored, maintained or contributed to or required to be contributed to by Seller or any of its Affiliates, or with respect to which Seller or any of its Affiliates may have any Liability, and in which one or more Business Employees participates.

  • Multi-employer Plan means a "multi-employer plan" as defined in Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding six (6) years contributed to by the Borrower or any ERISA Affiliate.

  • Eligible Liabilities and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;