Purchased Subsidiary Benefit Plan definition

Purchased Subsidiary Benefit Plan means each Business Benefit Plan that is sponsored, maintained or entered into by a Purchased Subsidiary.
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Purchased Subsidiary Benefit Plan means each Business Benefit Plan that is maintained or entered into solely by a Purchased Subsidiary. “Purchased Subsidiary Business Employee” means any individual who, as of immediately prior to the Effective Time, is Employed by a
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Examples of Purchased Subsidiary Benefit Plan in a sentence

  • For each Business Benefit Plan that is not a Purchased Subsidiary Benefit Plan, Seller has made available to Buyer (i) a complete and accurate summary of the benefits provided under such plan or a copy of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) and all amendments thereto and (i) the most recently filed annual return/report (Form 5500), if applicable.

  • Each International Plan that is a Purchased Subsidiary Benefit Plan or Assumed Plan that provides for pension benefits has been funded in compliance with all Applicable Laws, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • To the extent a Benefit Plan set forth on Section 9.05 of the Disclosure Schedule or a Purchased Subsidiary Benefit Plan benefits employees who are not Business Employees or former employees of the Business, Seller shall retain assets and Liabilities of such plans that relate to employees who are not Business Employees or former employees of the Business.

  • For each material Business Benefit Plan, Seller has made available to Buyer a copy of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) and all material amendments thereto, and if such Business Benefit Plan is a Purchased Subsidiary Benefit Plan or an Assumed Plan, the latest actuarial report and financial statement, if applicable, a copy of each trust or other funding arrangement, and the most recently filed annual return/report (Form 5500).

  • Each Purchased Subsidiary Benefit Plan and Assumed Plan has been maintained in compliance with its terms and Applicable Law, except for failures to comply that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Section headings herein are for convenience only and shall in no case be considered in construing this Agreement.

  • Effective as of the Closing Date, Seller shall, or shall cause, each Transferred Employee who was participating in any qualified or nonqualified defined contribution plan and/or defined benefit plan maintained by Seller or any of their Affiliates immediately prior to the Closing Date (other than any Purchased Subsidiary Benefit Plan or Transferred Benefit Plan) to be fully vested in his or her account and benefit, as applicable, as of the Closing Date, if and to the extent not yet fully vested.

  • Seller and the Retained Subsidiaries shall have no further Liabilities or responsibilities with respect to each (i) Business Employee and Former Business Employee or (ii) Purchased Subsidiary Benefit Plan, in each case arising before, on or after the Closing Date, but only to the extent arising out of, or relating to, the Business.

Related to Purchased Subsidiary Benefit Plan

  • 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.

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

  • 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.

  • Qualified Benefit Plan has the meaning set forth in Section 3.20(c).

  • Canadian Benefit Plan means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing material employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Borrower has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans.

  • 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;

  • 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.

  • 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;

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

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

  • Non-U.S. Benefit Plan has the meaning set forth in Section 3.20(a).

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

  • Seller Benefit Plans shall have the meaning ascribed thereto in Section 4.11(a) hereof.

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

  • 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”.

  • 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.

  • 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.

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

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

  • Benefit Plan Entity shall have the meaning assigned to such term in Section 3.9.

  • 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.

  • 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.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.

  • Group Business Entity means;

  • 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.