Buyer ERISA Affiliate definition

Buyer ERISA Affiliate means any entity which together with a Buyer Entity would be treated, at the relevant time, as a single employer under Internal Revenue Code Section 414.

Buyer ERISA Affiliate shall have the meaning set forth in Section 4.12 hereof.

Buyer ERISA Affiliate has the meaning given to it in SECTION 6.13.

Examples of Buyer ERISA Affiliate in a sentence

• No notice of a “reportable event”, within the meaning of Section 4043 of ERISA, for which the 30-day reporting requirement has not been waived, has been required to be filed for any Buyer Compensation and Benefit Plan or by any Buyer ERISA Affiliate Plan within the 12-month period ending on the date hereof, and no such notice will be required to be filed as a result of the transactions contemplated by this Agreement.

• Neither any Buyer Pension Plan nor any Buyer ERISA Affiliate Plan has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA and all required payments to the PBGC with respect to each Buyer Pension Plan and each Buyer ERISA Affiliate Plan have been made on or before their due dates.

• The PBGC has not instituted proceedings to terminate any Buyer Pension Plan or Buyer ERISA Affiliate Plan and, to Buyer’s actual knowledge, no condition exists that presents a material risk that such proceedings will be instituted.

• None of Buyer, any of its Subsidiaries or any Buyer ERISA Affiliate (x) has provided, or would reasonably be expected to be required to provide, security to any Buyer Pension Plan or to any Buyer ERISA Affiliate Plan pursuant to Section 401(a)(29) of the Code, and (y) has taken any action, or omitted to take any action, that has resulted, or would reasonably be expected to result, in the imposition of a lien under Section 412(n) of the Code or pursuant to ERISA.

• None of Buyer, any Buyer Subsidiary or any Buyer ERISA Affiliate has contributed, or has been obligated to contribute, to a multi-employer plan under Subtitle E of Title IV of ERISA (as defined in ERISA Sections 3(37)(A) and 4001(a)(3)) at any time since September 26, 1980.

More Definitions of Buyer ERISA Affiliate

Buyer ERISA Affiliate has the meaning set forth in Section 6.06(t)(iii).

Buyer ERISA Affiliate means any Person that, together with Buyer Ultimate Parent or any of its Subsidiaries, would be deemed a “single employer” within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(o) of the Code. No direct, contingent or secondary liability has been incurred or is expected to be incurred by any Buyer Party under Title IV of ERISA to any party with respect to any U.S. Buyer Benefit and Compensation Arrangement or “multiemployer plan” within the meaning of Section 3(37) of ERISA, or with respect to any other U.S. Buyer Benefit and Compensation Arrangement presently or heretofore maintained or contributed to by any Buyer ERISA Affiliate.

Buyer ERISA Affiliate means any entity that, together with JJMA, would be treated as a single employer under IRC § 414.

Buyer ERISA Affiliate means any Person which is (or at any relevant time was) a member of a controlled group of corporations within the meaning of Code Section 414(b), all trades or businesses under common control within the meaning of Code Section 414(c), and all affiliated service groups within the meaning of Code Section 414(m), of which Buyer is (or at any relevant time was) a member. "BUYER LEASED PROPERTY" shall have the meaning assigned to such term in Section 4.19. "BUYER PLAN" shall mean any "employee benefit plan" within the meaning of Section 3(3) of ERISA and any other written or oral employee benefit plan, arrangement, practice, contract, policy, or program (other than arrangements merely involving the payment of wages) which are or at any time have been established, maintained, or contributed to by Buyer or any of its Subsidiaries or any Buyer ERISA Affiliate for the benefit of current or former employees, with respect to which Buyer or any of its Subsidiaries or a Buyer ERISA Affiliate has or may in the future have any liability or obligation to contribute or make payments of any kind. "BUYER PREFERRED STOCK" shall mean the Preferred Stock, par value $.01 per share, of Buyer. "BUYER REPORTS" shall have the meaning assigned to such term in Section 4.06. "CERTIFICATES" shall have the meaning assigned to such term in Section 2.08(a). "CERTIFICATE OF MERGER" shall have the meaning assigned to such term in Section 2.12. "CLAIM NOTICE" shall have the meaning assigned to such term in Section 10.03(a). "CLOSING" and "CLOSING DATE" shall have the respective meanings assigned to such terms in Section 2.13. "CODE" shall mean the Internal Revenue Code of 1986, as amended. "COMMISSION" shall mean the United States Securities and Exchange Commission. "COMMITMENT LETTER" shall have the meaning assigned to such term in Recital E. A-2

Buyer ERISA Affiliate means any entity which is a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes Buyer. Complete and accurate copies of (i) all Buyer Employee Benefit Plans which have been reduced to writing, (ii) written summaries, if any, of all unwritten Buyer Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, if any, and (iv) all annual reports filed, if any, on IRS Form 5500, 5500C or 5500R since the Buyer's inception and the inception of any of its subsidiaries for each Buyer Employee Benefit Plan, have been delivered to the Company. Each Buyer Employee Benefit Plan has been administered in all material respects in accordance with its terms, and each of the Buyer and the Buyer ERISA Affiliates has in all material respects met its obligations with respect to such Buyer Employee Benefit Plan and has made all contributions thereto which are required to be made prior to the date hereof. To the knowledge of the Buyer and Merger Sub, Buyer and all Buyer Employee Benefit Plans are in compliance in all material respects with the currently applicable provisions of ERISA and the Code and the regulations thereunder.

Buyer ERISA Affiliate means any entity which is a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes Buyer. Each Buyer Employee Benefit Plan has been administered in all material respects in accordance with its terms, and each of the Buyer and the Buyer ERISA Affiliates has in all material respects met its obligations with respect to such Buyer Employee Benefit Plan and has made all contributions thereto which are required to be made prior to the date hereof. To the knowledge of the Buyer, Buyer and all Buyer Employee Benefit Plans are in compliance in all material respects with the currently applicable provisions of ERISA and the Code and the regulations thereunder.

Buyer ERISA Affiliate means with respect to Buyer, any other person that, together with Buyer, would be treated as a single employer under Code Section 414.