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 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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Group Company Plan means any Employee Plan (i) that is sponsored, maintained or contributed to or obligated to be contributed to by the Company or the Subsidiaries, or (ii) under which the Company or the Subsidiaries has or may reasonably be expected to have any Liability as of or following the Closing.
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Examples of Group Company Plan in a sentence

  • Each Group Company Plan which is required to be registered or approved by any Governmental Entity or agency, has been so registered and approved and has been maintained in good standing with applicable Governmental Entities or agencies, and if intended to qualify for special tax treatment, meets all material requirements for such treatment.

  • Effective as of the Closing, each Business Employee shall cease to participate in any Seller Plan (other than any Group Company Plan) as an active employee.

  • Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 4.11(d) of the Athena Disclosure Schedule, each of the Group Company Plan (i) has been maintained in compliance with all respects with its terms and applicable Law, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment.

  • There is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Group Company Plan or the imposition of any Lien on the assets of any Group Company under ERISA, the Code, or any applicable Law.

  • No Group Company Plan is intended to be qualified under Section 401 of the Code.

  • No event has occurred and no condition exists with respect to any Group Company Plan subject to the requirements of Section 401(a) of the Code or Applicable Law that would subject any Group Company, either directly or by reason of an ERISA Affiliate of a Group Company, to any material Tax, fine, Lien, penalty or other liability imposed by ERISA, the Code or other Law.

  • As of the date of this Agreement, there are no pending or threatened in writing audits or investigations by any Authority involving any Group Company Plan.

  • In addition to the foregoing, effective as of the Closing, the Group Companies shall cease to participate in any Seller Plan that is not a Group Company Plan.

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

  • 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 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, 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 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, 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 any Benefit Plan: (i) under which any current or former director, officer, employee, consultant or independent contractor of the Company has any present or future right to benefits and that is maintained, sponsored or contributed to by the Company; or (ii) with respect to which the Company has any Liability.

  • 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 shall have the meaning set forth in Section 3.14(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 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 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.

  • Employee Plans means all Benefit Arrangements, Multiemployer Plans, Pension Plans and Welfare Plans.

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

  • Seller Plan means any Employee Benefit Plan that is maintained or sponsored by the Seller or any Subsidiaries of the Seller (other than the Companies and their Subsidiaries) for the benefit of any current or former NewCo Employee.

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

  • Seller Benefit Plan means each Benefit Plan sponsored, maintained or contributed to by Seller or any of its Subsidiaries or with respect to which Seller or any of its Subsidiaries is a party and in which any Employee is or becomes eligible to participate or derive a benefit.

  • 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.

  • Business Benefit Plan means each Benefit Plan that is contributed to, sponsored, maintained or entered into by Seller or a Retained Subsidiary, a Purchased Subsidiary or any Affiliate of any of them for the benefit of any Business Employee.

  • 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 means any one of them;

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

  • Parent Benefit Plan means an Employee Benefit Plan sponsored, maintained, or contributed to (or required to be contributed to) by Parent or any of its Subsidiaries, or under or with respect to which Parent or any of its Subsidiaries has any current or contingent liability or obligation.

  • 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).