Controlled Group Liabilities means any and all liabilities of Seller or any of its ERISA Affiliates (i) under Title IV of ERISA, (ii) under Section 206(g), 302 or 303 of ERISA, (iii) under Section 412, 430, 431, 436 or 4971 of the Code, (iv) as a result of the failure to comply with the continuation of coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of any foreign Laws.
Controlled Group Liabilities means any and all liabilities and obligations of a Person arising under ERISA, the provisions of the Code relating to or affecting Employee Benefit Plans or corresponding or similar provisions of any foreign Laws of a character that if unpaid or unperformed could result in the imposition of a Lien or encumbrance against the assets, or a liability or obligation, of another Person, including (a) under Title IV of ERISA, (b) under Sections 206(g), 302 or 303 of ERISA, (c) under Sections 412, 430, 431, 436 or 4971 of the Code, (d) as a result of the failure to comply with the continuation of coverage requirements of COBRA or similar state Law or (e) under corresponding or similar provisions of any foreign Laws.
Controlled Group Liabilities are any and all liabilities (A) under Title IV of ERISA, (B) under Section 302 of ERISA, (C) under Sections 412 and 4971 of the Code, and/or (D) except as provided in Section 6.1.8, as a result of Seller failing to comply with the continuation coverage requirements of Section 4980B et seq. of the Code and Section 601 et seq. of ERISA (including in connection with the transactions contemplated hereby), in each case relating to any employee benefit plan currently or formerly sponsored, maintained or contributed to by Seller or any ERISA Affiliate, except for the Multiemployer Plan with respect to withdrawal liability, Seller’s Hourly 401(k) Plan and the IBEW Hourly Defined Contribution Plans.
Examples of Controlled Group Liabilities in a sentence
In addition, Seller and its Affiliates shall be solely responsible for any and all Controlled Group Liabilities.
Except as expressly provided in Section 5.8(c) with respect to Assumed Change of Control Agreements or Section 5.8(i) with respect to short-term incentive compensation, Seller and its Affiliates shall retain all (x) Liabilities in respect of all Business Plans and (y) Controlled Group Liabilities.
From and after the Closing Date, Sellers shall retain and indemnify and hold harmless the Purchaser Group from and against all Controlled Group Liabilities with respect to any Seller and any Commonly Controlled Entity.
There are no Controlled Group Liabilities that would be, or would reasonably be expected to become, liabilities of Buyer or any of its Affiliates (including the Company) following the Closing Date.
Seller shall indemnify, and keep indemnified, Buyer and its Affiliates against all Controlled Group Liabilities and any liabilities related to Benefit Plans required to be set forth on Section 4.11(a) of the Seller Disclosure Schedule, other than Company Plans.
More Definitions of Controlled Group Liabilities
Controlled Group Liabilities means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Section 412 and 4971 of the Code, or (iv) under Section 4980(B) of the Code (or Sections 601-607 of ERISA), other than with respect to a Plan or any Multiemployer Plan to which the Company or a Subsidiary contribute.
Controlled Group Liabilities means any and all liabilities of Seller and its Affiliates, including, for liabilities related to periods ending on or prior to the Closing with respect to the Transferred Entities: (a) under Title IV of ERISA, including any withdrawal liability to a Multiemployer Plan related to events on or prior to the Closing Date, regardless of when such withdrawal liability is assessed; (b) under Section 302 of ERISA; (c) under Sections 412 and 4917 of the Code; (d) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code; and (e) other than with respect to Assumed Benefit Plans, under corresponding or similar provisions of foreign Law related to defined benefit pension plan funding requirements or post-termination medical insurance plan coverage.
Controlled Group Liabilities means any and all liabilities and obligations of a Person arising under ERISA, the Code or corresponding or similar provisions of any foreign Laws of a character that if unpaid or unperformed could result in the imposition of a Lien or encumbrance against the assets, or a liability or obligation, of another Person, including (a) under Title IV of ERISA, (b) under Sections 206(g), 302 or 303 of ERISA, (c) under Sections 412, 430, 431, 436 or 4971 of the Code, (d) as a result of the failure to comply with the continuation of coverage requirements of COBRA or (e) under corresponding or similar provisions of any foreign Laws.
Controlled Group Liabilities means any and all Liabilities of Sellers or any ERISA Affiliates (i) under Title IV of ERISA,(ii) under Sections 206(g), 302 or 303 of ERISA, (iii) under Sections 412, 430, 431, 436 or 4971 of the Code, (iv) as a result of the failure to comply with the continuation of coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of any foreign Laws.
Controlled Group Liabilities means any liabilities attributable to the compensation, benefit, welfare and other comparable plans or arrangements of the Seller or its Affiliates (or any of their respective predecessors or successors) or any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which the Seller or any of its Affiliates (or any of their respective predecessors or successors, but not including the Company and its Subsidiaries) are or were obligated to contribute, (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of foreign laws or regulations.
Controlled Group Liabilities means any and all Liabilities of Seller or any of its ERISA Affiliates (i) under Title IV of ERISA, (ii) under Section 206(g), 302 or 303 of ERISA, (iii) under Section 412, 430, 431, 436 or 4971 of the Code, (iv) as a result of the failure to comply with the continuation of coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code; and (v) arising from any Employee Benefit Plan which provides for extended coverage beyond the period required under Section 601 et seq. of ERISA and Section 4980B of the Code.
Controlled Group Liabilities are any and all liabilities (A) under Title IV of ERISA, (B) under Section 302 of ERISA, (C) under Sections 412 and 4971 of the Code, and/or (D) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or the group health plan requirements of sections 701 et seq. of the Code and Section 701 et seq. of ERISA, in each case relating to any employee benefit plan sponsored, maintained or contributed to by Seller or any ERISA Affiliate.