Group Company Plan definition

Group Company Plan means any “employee benefit plan”, as defined in Section 3(3) of ERISA, and any Contract, plan, practice, arrangement or policy providing for severance, equity compensation, profit-sharing, incentive or deferred compensation, vacation or other paid-time-off, health or welfare benefits, sick pay, pension or retirement benefits, consulting fees, retention, sale bonus, change in control, fringe benefit, or other compensation or employee benefits, in each case, (i) that is sponsored, maintained or contributed to or obligated to be contributed to by any Group Company, or (ii) under which any Group Company has or may reasonably be expected to have any Liability (contingent or otherwise), in each case of clauses (i) and (ii) after giving effect to the Pre-Closing Business Transfers.
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Group Company Plan means each Plan that is maintained, sponsored, contributed to, or required to be contributed to, by the Group Companies or with respect to which any Group Company has any liability or obligation (whether actual or contingent, direct or indirect) for the benefit of any Service Provider;
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Group Company Plan means any Benefit Plan which is sponsored or maintained by a Group Company or contributed to by a Group Company to a Governmental Authority or other entity and is not a Seller Plan.
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Examples of Group Company Plan in a sentence

  • If a Participant owes money to any Group Company, Plan Company or nominee, the Plan Committee may decline to act on a Notice of Withdrawal of Securities submitted by the Participant (or a deemed Notice of Withdrawal) until arrangements (which are satisfactory to the Plan Committee) have been made for the payment of the money.

  • To the Sellers’ Knowledge, each Group Company Plan has been maintained in all material respects in compliance with its terms and with the requirements prescribed by applicable Laws.

  • To the Sellers’ Knowledge, each Group Company Plan has been maintained in all material respects in compliance with its terms and with the requirements prescribed by applicable Law.

  • No Group Company Plan is subject to Title IV or Section 302 of ERISA or Sections 412 or 4971 of the Code.

  • Buyer shall indemnify and hold harmless the Retained Companies from any Liabilities, obligations, commitments incurred by any of the Retained Companies relating to any Group Company Plan or any delay in establishing any such Buyer Plan.

  • Without limiting any obligations under any Group Company Plan, Buyer and its Affiliates shall be responsible for all claims for workers compensation benefits that are incurred on or after the Closing by any Business Employee.

  • No Group Company Plan (other than consulting or advisor agreements) has any participants who are not current or former employees of a Group Company or their eligible dependents or beneficiaries.

  • Each Person who has provided or is providing services to any of Group Company has been properly classified under all applicable Laws and each Group Company Plan and Seller Plan, as applicable, as an overtime exempt or non-exempt employee, independent contractor, temporary employee, leased employee or seasonal employee.

  • No Group Company Plan is sponsored by an entity that is not a Group Company.

  • No Person, other than a current or former Business Employee, is or was a participant in or member of any Group Company Plan or is or was entitled to any rights under such Group Company Plan.


More Definitions of Group Company Plan

Group Company Plan means any “employee benefit plan”, as defined in Section 3(3) of ERISA, and any Contract, plan, practice, arrangement or
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Group Company Plan has the meaning set forth in Section 3.11(a).
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Group Company Plan means any Employee Plan that is contributed to, sponsored or maintained by a Group Company or that is contributed to, sponsored or maintained by the Seller or its other Affiliates solely for Business Employees. “Group Company Union Contract” means each collective bargaining agreement and other similar agreement entered into between a Group Company on the one hand and any union or labor Representative representing Business Employees on the other hand. “Hazardous Substances” means any chemical, substance or waste that is listed, defined, classified, or regulated as “hazardous” or “toxic,” or as a pollutant or contaminant or words of similar meaning or effect, under any Environmental Law based upon its toxic, hazardous or deleterious characteristics, including petroleum, its derivatives and by-products other hydrocarbons, urea formaldehyde, lead-based paint, polychlorinated biphenyls and asbestos. “HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. “Inactive Employee” any Business Employee who is on long-term disability leave. “Incentive Agreements” means those agreements listed under the heading “Incentive Agreements” on Schedule 3.16(g)(2). “Incidental License” means (i) a “shrink-wrap,” “click-through” or “off-the-shelf” software license, or any other license of uncustomized software that is commercially available to the public generally, with one-time or annual license, maintenance, support and other fees of $100,000 or less or (ii) incidental non-exclusive licenses to Intellectual Property owned by a Group Company granted to customers in the ordinary course of business in connection with the sale or provision of goods and services. “Indebtedness” means, without duplication, and as calculated in accordance with the Accounting Principles, (a) all obligations of the Group Companies for borrowed money, (b) all obligations of the Group Companies evidenced by notes, bonds (other than surety bonds), debentures or other similar instruments, (c) all reimbursement or repayment obligations of the Group Companies under letters of credit and surety bonds solely to the extent such letters of credit have been drawn or claims have been made under such surety bonds, (d) all obligations of the Group Companies under leases classified as finance leases that are (i) capitalized in the Financial Statements or (ii) required to be capitalized in accordance with GAAP, (e) all obligations of t...
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Group Company Plan means any “employee benefit plan,” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and any Contract, plan, practice, arrangement or policy providing for severance, equity compensation, profit-sharing, incentive or deferred compensation, vacation or other paid-time-off, health or welfare benefits, sick pay, housing fund, pension or retirement benefits or other compensation or material employee benefits, in each case, which covers any Business Employee and is sponsored or maintained by a Group Company, which covers or provides benefits solely to Business Employees and their respective dependents or beneficiaries, if applicable and not any other employees of the Retained Companies.
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Group Company Plan means any “employee benefit plan”, as defined in Section 3(3) of ERISA, whether or not subject thereto, and any Contract, plan, practice, arrangement or policy providing for employment, severance, equity or equity-based compensation, profit-sharing, incentive, commission or deferred compensation, vacation or other paid-time-off, health or welfare benefits, sick pay, pension or retirement benefits, fringe benefits or other compensation or employee benefits, in each case, which covers any Business Employee and is sponsored or maintained by a Group Company; provided, however, that for the avoidance of doubt, no Group Company will be deemed to sponsor or maintain any such employee benefit plan or arrangement if its relationship to such employee benefit plan or arrangement is solely to administer such employee benefit plan or arrangement or provide to a Seller Related Party any reimbursement in respect of such employee benefit plan or arrangement, or to contribute to such an employee benefit plan or arrangement that covers employees of Retained Companies. Further, for the avoidance of doubt, no employee benefit plan or program will be treated as a “Group Company Plan” if it covers any Persons other than Business Employees.
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Group Company Plan means any “employee benefit plan”, as defined in Section 3(3) of ERISA, and any Contract, plan, practice, arrangement or policy providing for severance, equity compensation, profit-sharing, incentive or deferred compensation, vacation or other paid-time-off, health or welfare benefits, sick pay, pension or retirement benefits, consulting fees, retention, sale bonus, change in control, fringe benefit, or other compensation or employee benefits, in each case, (i) that is sponsored, maintained or contributed to or obligated to be contributed to by any Group Company, or
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Related to Group Company Plan

  • Company Plan means all Plans of which the Company or an ERISA Affiliate of the Company is or was a Plan Sponsor, or to which the Company or an ERISA Affiliate of the Company otherwise contributes or has contributed, or in which the Company or an ERISA Affiliate of the Company otherwise participates or has participated. All references to Plans are to Company Plans unless the context requires otherwise.

  • 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;

  • 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).

  • Seller Employee Plan means any plan, program, policy, practice, Contract 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, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA (whether or not ERISA is applicable to such plan), that is or has been maintained, contributed to, or required to be contributed to, by the Seller or any Seller Affiliate for the benefit of any Seller Employee, or with respect to which the Seller or any Seller Affiliate has or may have any liability or obligation, except such definition shall not include any Seller Employee Agreement.

  • 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”.

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, 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 maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent Employee;

  • Employee Plan means each "employee benefit plan," as such term is defined in Section 3(3) of ERISA, that (A)(i) is subject to any provision of ERISA and (ii) is maintained or contributed to by the Company, or (B)(i) is subject to any provision of Title IV of ERISA and (ii) is maintained or contributed to by any of the Company's ERISA Affiliates.

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

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

  • Seller Plan means any Employee Benefit Plan maintained, or contributed to, by the Seller or any ERISA Affiliate.

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

  • Seller Benefit Plan means each Employee Benefit Plan sponsored, maintained or contributed to by a Seller or any of its Affiliates or with respect to which a Seller or any of its Affiliates has, or could reasonably be expected to have, any direct or indirect Liability.

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

  • Company Employee Benefit Plan means each Employee Benefit Plan that is maintained, sponsored or contributed to (or required to be contributed to) by any of the Group Companies or under or with respect to which any of the Group Companies has any Liability.

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

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

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

  • Group Company of a Company means

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

  • 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.

  • Benefit Arrangements has the meaning set forth in Section 4.20(b).

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • 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.

  • Purchaser Benefit Plans has the meaning set forth in Section 8.7(d).

  • 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.