M&A Qualified Beneficiaries definition

M&A Qualified Beneficiaries has the meaning set forth in Section 6.1 below.

M&A Qualified Beneficiaries means each individual who is a “qualified beneficiary” whose “qualifying event” occurred prior to or in connection with the sale of the Assets and whose qualifying event occurred in connection with a covered employee whose last employment prior to the qualifying event was associated with the Assets being sold.

M&A Qualified Beneficiaries shall have the meaning set forth in Section 2.3(b).

Examples of M&A Qualified Beneficiaries in a sentence

• If Buyer determines that it or any of its Affiliates is obligated to provide continuation coverage under COBRA to the M&A Qualified Beneficiaries, the Members shall, on a joint and several basis, reimburse Buyer and its Affiliates for any and all costs, expenses, and Liabilities that Buyer and its Affiliates incur in providing such coverage to the M&A Qualified Beneficiaries, which, for the avoidance of doubt, shall constitute Excluded Liabilities hereunder.

• Specifically, Seller agrees that all obligations to provide such continuation coverage to M&A Qualified Beneficiaries are being allocated to Seller.

• Purchaser agrees it will be solely responsible for providing COBRA continuation coverage to all M&A Qualified Beneficiaries (as defined in Treas.

• As of the Closing Date, the Purchaser or an ERISA Affiliate thereof will offer continuation coverage for the duration of the coverage period required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), as set forth in Section 4980B(f)(2)(B) of the Tax Code (and the regulations thereunder), under the health care plans covering the Continuing Employees after the Closing to the M&A Qualified Beneficiaries (as defined below).

• The Sellers shall indemnify, defend and hold the Buyer harmless from and against any and all liabilities, losses, claims, demands, costs, expenses (including, without limitation, actual attorneys’ fees, expenses and costs) and any other Liability whatsoever that the Buyer may incur if the Sellers fail to provide the required COBRA continuation coverage to M&A Qualified Beneficiaries in connection with Closing or Pre-Closing Qualifying Events and the Buyer becomes legally obligated to provide such coverage.

More Definitions of M&A Qualified Beneficiaries

M&A Qualified Beneficiaries means those individuals who are “M&A qualified beneficiaries” for purposes of COBRA under Section 4980B of the IRC and the regulations thereunder with respect to the transactions contemplated by this Agreement.

M&A Qualified Beneficiaries shall have the meaning ascribed in Section 10.13.

M&A Qualified Beneficiaries shall have the meaning set forth in U.S. Treasury Regulation Section 54.4980B-9, Q&A-4(a).

M&A Qualified Beneficiaries has the meaning given to such term in Section 7.2(h).

M&A Qualified Beneficiaries means such term as defined in Treas. Reg. § 54.4980B-9(Q&A 4).

M&A Qualified Beneficiaries is defined in Section 7.1(c)(ii).

M&A Qualified Beneficiaries. (as defined in Section 54.5980B-9, Q&A-4 of the regulations promulgated under the Code (the “Tax Regulations”)), for any period prior to, on, or after the Closing Date so long as Sellers or any ERISA Affiliate continues to maintain a group health plan (as defined in Section 5000b of the Code, Section 607 of ERISA, or both) after the Closing Date and does not cease to provide coverage under such group health plan to the current or former employees of the Company in connection with the sale (as such phrase is described in Section 54.4980B-9, Q&A-8 of the Tax Regulations, whether or not such regulations apply to this Agreement) contemplated by this Agreement.