ERISA Benefit Plans definition

ERISA Benefit Plans has the meaning specified in Section 3.15(a).

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ERISA Benefit Plans shall have the meaning set forth in Section 4.12(b).

ERISA Benefit Plans shall have the meaning set forth in Section 3.12(a). -------------------

Examples of ERISA Benefit Plans in a sentence

• Each of the ERISA Benefit Plans (i) has been administered in accordance with its terms and (ii) complies in form, and has been administered in accordance, with the requirements of ERISA and, where applicable, the Code.

• 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.

• The Company has no obligation under any ERISA Benefit Plans or otherwise to provide health or other welfare benefits to any prior employees or any other person, except as required by Part 6 of Title I of ERISA.

• 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.

• 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 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.

• Levels of insurance reserves, trust funding and accrued liabilities with respect to all ERISA Benefit Plans (to which such reserves or liabilities do or should apply) are reasonable and sufficient to provide for all incurred but unreported claims and any retroactive or prospective premium adjustments.

• 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.

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

More Definitions of ERISA Benefit Plans

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 -

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).

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 ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 ▇▇▇▇▇▇, 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...

ERISA Benefit Plans means the Company's Pension Plans and its Welfare 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). "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, ▇▇▇▇▇▇▇▇▇ 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. "▇▇▇▇-▇▇▇▇▇" shall mean the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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