ERISA Benefit Plans definition

ERISA Benefit Plans has the meaning set forth in Section 2.19(a).
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ERISA Benefit Plans shall have the meaning set forth in Section 4.12(b).
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ERISA Benefit Plans has the meaning specified in Section 3.21(a). -------------------
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Examples of ERISA Benefit Plans in a sentence

  • Each of the Company ERISA Benefit Plans and Other Compensation Plans (each, a "Plan") (i) is in substantial compliance with all applicable provisions of ERISA, as well as with all other applicable Governmental Requirements, and (ii) has been administered, operated and managed in accordance with its governing documents.

  • Except as accurately described in Schedule 6.13(e), no Material unwritten amendments have been made, whether by oral communication, pattern of conduct or otherwise, with respect to any of the Employment Agreements, Other Compensation Plans, ERISA Benefit Plans, or Employee Policies and Procedures.

  • Schedule 4.23(d) classifies each of the ERISA Benefit Plans as an ERISA Pension Benefit Plan or a Welfare Plan.

  • Except as accurately described in Schedule 4.23(f), no Material unwritten amendments have been made, whether by oral communication, pattern of conduct or otherwise, with respect to any of the Employment Agreements, Other Compensation Plans, ERISA Benefit Plans, or Employee Policies and Procedures.

  • Except as accurately set forth in Schedule 4.24(h), no Litigation or claims (other than routine claims for benefits) are pending or, to the knowledge of Genesis, threatened against, or with respect to, any of the ERISA Benefit Plans or Other Compensation Plans or with respect to any fiduciary, administrator, sponsor (in their capacities as such), or any party-in-interest thereof.

  • Set forth in Schedule 4.16(a) is a true and complete list of each "employee welfare benefit plan" (as such term is defined in Section 3(1) of ERISA) maintained by the Company, or with respect to which the Company is or will be required to make any payment, or which provides or will provide benefits to present or prior employees of the Company due to such employment (the "Welfare Plans") (the Pension Plans and Welfare Plans being the "ERISA Benefit Plans").

  • Schedule 4.19 sets forth a true and complete list of all ERISA Benefit Plans that cover any Project Employees.

  • Except as accurately set forth in Schedule 6.14(h), no Litigation or claims (other than routine claims for benefits) are pending or, to the knowledge of JWCFS, threatened against, or with respect to, any of the ERISA Benefit Plans or Other Compensation Plans or with respect to any fiduciary, administrator, sponsor (in their capacities as such), or any party-in-interest thereof.

  • Schedule 6.13(c) classifies each of the ERISA Benefit Plans as an ERISA Pension Benefit Plan or a Welfare Plan.

  • ERISA Benefit Plans Generally 8 ERISA recognizes two basic types of retirement plans: 9 defined contribution plans and defined benefit plans.


More Definitions of ERISA Benefit Plans

ERISA Benefit Plans means any (i) "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), (ii) "multiemployer plan" (as such term is defined in Section 3(37) of ERISA), or (iii) "welfare benefit plan" (as such term is defined in Section 3(1) of ERISA).
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ERISA Benefit Plans means any (i) "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), (ii) "multiemployer plan" (as such term is defined in Section 3(37) of ERISA), or (iii) "welfare benefit plan" (as such term is defined in Section 3(1) of ERISA). "Excepted Obligations" shall mean the obligations set forth or described in subsection 2 of Exhibit C. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Execution Schedule" shall mean that certain disclosure schedule (composed of various sections) which is being delivered by the Seller to the Buyer in connection herewith, but which is not an attachment to the Agreement. In all other respects, references in this Agreement to "Schedules" shall be deemed also to refer to the Execution Schedule. "FDA" shall mean the U.S. Food and Drug Administration. "First BD License" shall have the meaning assigned thereto in Section 16.1. "First BD Sublicense" shall mean that certain sublicense, from the Seller to the Buyer relating to CD34+ cell population and related antibody and method patents licensed from Becton, Xxxxxxxxx and Company to the Seller, in substantially the form annexed hereto as Exhibit K. "GAAP" shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, applied on a consistent basis. "Hardware and Disposables Manufacturing Agreement" shall mean that certain Hardware and Disposables Manufacturing Agreement between the Buyer and the Seller substantially in the form annexed hereto as Exhibit L. "Hardware and Disposables Supply Agreement" shall mean that certain Hardware and Disposables Supply Agreement between the Buyer and the Seller substantially in the form annexed hereto as Exhibit M. "Xxxx-Xxxxx" shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "HHS" shall mean the United States Department of Health and Human Services. 4
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ERISA Benefit Plans means the Company's Pension Plans and its Welfare Plans.
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ERISA Benefit Plans as defined in Subsection 2.2.5. "Estimated Closing Balance Sheet" as defined in Section 5.8. "Excluded Assets" as defined in Section 2.2. "Excluded Liabilities" as defined in Section 2.4. "Expiration Date" as defined in Section 9.1. "Fair Market Rental" as defined in Subsection 6.12.4. "FTC" as defined in Section 6.1 "Former Sites" as defined in Subsection 3.31.5. "Government Contracts" as defined in Subsection 3.21.1. "HSR Act" as defined in Section 6.1. "Hazardous Substance" as defined in Section 3.31. "Inbound Technology" as defined in Subsection 3.10.6. "Inbound Technology Agreements" as defined in Subsection 3.10.6. "Indemnitee" as defined in Section 9.5. "Indemnitor" as defined in Section 9.5. "Inventory" as defined in Subsection 2.1.3. "Lease Assignments" as defined in Subsection 6.12.2. "Lease Transfer" as defined in Subsection 6.12.2. "Letter Agreement" as defined in Section 6.6. "Material Leases" as defined in Section 3.15. "Master Space Sharing Agreement" as defined in Subsection 6.12.3. "Non-U.S. Benefit Plans" as defined in Subsection 3.30.12. "OSHA" as defined in Subsection 3.25.8. "Outbound Technology Agreements" as defined in Subsection 3.10.7. "Permits" as defined in Section 3.28. "Permitted Encumbrances" as defined in Section 3.14. "Personal Property Leases" as defined in Subsection 2.1.6. "Products" as defined in Subsection 3.10.2. "Project Agreements" as defined in Subsection 3.10.8. "Purchase Price Allocation Schedule" as defined in Section 2.6. "RCRA" as defined in Section 3.31. "Real Estate Leases" as defined in Section 3.19. "Release" as defined in Section 3.31. "Retained Claims" as defined in Subsection 2.4.12. "SBU Financial Statements" as defined in Section 3.6. "Seller Entities" as defined in Section 3.31. "Sellers" as defined in Section 2.1. "Services Agreement" as defined in Section 3.9. - 9 -
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ERISA Benefit Plans has the meaning specified in Section 5.18(a). "EXCLUDED ASSETS" has the meaning specified in Section 2.2. "EXCLUDED TAXES" has the meaning specified in Section 8.3(a). "EXPENSES" means any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals). "FACILITIES" has the meaning specified in the first recital clause to this Agreement. "GOVERNMENTAL BODY" means any government or political subdivision, whether federal, state, local or foreign, or any agency, authority or instrumentality of any such government or political subdivision. "GOVERNMENTAL PERMITS" has the meaning specified in Section 5.9. "HSR ACT" means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. "HUNTSVILLE FACILITY SUBLEASE" has the meaning specified in Section 4.3(e). "HUNTSVILLE OWNED REAL PROPERTY" means the Owned Real Property described under the subparagraph b. caption "Huntsville" on Schedule 5.10. "INDEMNIFIED PARTY" has the meaning specified in Section 11.3(a). "INDEMNITOR" has the meaning specified in Section 11.3(a). "INTELLECTUAL PROPERTY" means Copyrights, Patent Rights, Trademarks and Trade Secrets. "IRS" means the Internal Revenue Service. "KPMG" means KPMG Peat Marwick Xxxxxx, independent accountants for Parent and Cinram. "LATER TAKEOVER PROPOSAL" has the meaning specified in Section 13.10(d). "LOSSES" means any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges incurred in connection with any claim, action, suit or proceeding indemnified against hereunder. "NON-ERISA COMMITMENTS" has the meaning specified in Section 5.18(b). "OSHA" means the Occupational Safety and Health Act, 29 U.S.C. Sections 651 ET SEQ., any amendments thereto, any successor statutes and any regulations promulgated thereunder. "OWNED REAL PROPERTY" has the meaning specified in Section 5.10. "OWNED SOFTWARE" has the meaning specified in Section 5.15(g). "PARENT" has the meaning specified in the first paragraph of this Agreement. "PATENT RIGHTS" means United States and foreign patents, patent applications, continuations, continuatio...
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Related to ERISA Benefit Plans

  • ERISA Plans has the meaning set forth in Section 3.21(a).

  • Benefit Plan means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

  • Welfare Benefit Plan means each welfare benefit plan maintained or contributed to by the Company, including, but not limited to a plan that provides health (including medical and dental), life, accident or disability benefits or insurance, or similar coverage, in which Executive was participating at the time of the Change in Control.

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

  • Company Benefit Plans has the meaning set forth in Section 3.16(a).

  • Pension Benefit Plan means at any time any employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the Controlled Group for employees of any member of the Controlled Group; or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the Controlled Group for employees of any entity which was at such time a member of the Controlled Group.

  • Benefit Plans shall have the meaning set forth in Section 3.13(a).

  • Canadian Benefit Plans means all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Credit Party having employees in Canada.

  • Employee Plans has the meaning set forth in Section 3.14(b).

  • Company ERISA Affiliate means all employers (whether or not incorporated) that would be treated together with the Company or any of its Subsidiaries as a “single employer” within the meaning of Section 414 of the Code.

  • ERISA Plan means any employee benefit plan (a) maintained by Borrower or any ERISA Affiliate, or to which any of them contributes or is obligated to contribute, for its employees and (b) covered by Title IV of ERISA or to which Section 412 of the Code applies.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

  • Company Plans has the meaning set forth in Section 4.10(a).

  • Employee Plan means an employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan), regardless of whether subject to ERISA, that any Loan Party or any of its ERISA Affiliates maintains, sponsors or contributes to or is obligated to contribute to.

  • Company Benefit Plan has the meaning specified in Section 4.13(a).

  • ERISA Affiliate Plan means each Employee Benefit Plan sponsored or maintained or required to be sponsored or maintained at any time by any ERISA Affiliate, or to which such ERISA Affiliate makes or has made, or has or has had an obligation to make, contributions at any time, or with respect to which such ERISA Affiliate has any liability or obligation.

  • Foreign Benefit Plan means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

  • Health benefit plan means a policy, contract, certificate or agreement offered or issued by a health carrier to provide, deliver, arrange for, pay for or reimburse any of the costs of health care services.

  • Seller Benefit Plans has the meaning set forth in Section 4.8(a).

  • Company Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written or unwritten or otherwise, funded or unfunded, including without limitation, each "employee benefit plan," within the meaning of Section 3(3) of ERISA which is or has been maintained, contributed to, or required to be contributed to, by the Company or any Affiliate for the benefit of any Employee, or with respect to which the Company or any Affiliate has or may have any liability or obligation;

  • Employee Pension Benefit Plan has the meaning set forth in ERISA Section 3(2).

  • Employee Welfare Benefit Plan has the meaning set forth in ERISA Sec. 3(1).

  • Parent Benefit Plan means any Employee Benefit Plan maintained by, sponsored by or contributed to by, or obligated to be contributed to by any Parent Group Entity.

  • Employee Benefit Plans shall have the meaning set forth in Section 3.20(a).

  • ERISA means the Employee Retirement Income Security Act of 1974, as amended.

  • Buyer Benefit Plans has the meaning set forth in Section 6.10(f).