Retained Benefit Plan definition

Retained Benefit Plan means any Business Benefit Plan that is not an Acquired Benefit Plan or an Assumed Benefit Plan.

Retained Benefit Plan means each Benefit Plan to the extent it is not an Assumed Benefit Plan.

Retained Benefit Plan means any Business Benefit Plan that is not an Assumed Plan or a Purchased Subsidiary Benefit Plan and, for the avoidance of doubt, shall include any Business Benefit Plan that is a change of control agreement, stay bonus letter (other than the Assumed Extra Salary Program, as defined in Section 1.01(c) of the Disclosure Schedule) or equity compensation award.

Examples of Retained Benefit Plan in a sentence

• Except as provided herein, all liabilities, obligations, commitments, costs or expenses relating in any way to the Transferred Employees that arise after the Effective Time (other than arising under any Retained Benefit Plan) shall be the sole responsibility of Buyer, and Buyer shall indemnify and hold harmless Sellers against all claims, payments, expenses, costs and losses incurred or accrued by Sellers with respect thereto.

• Prior to the Closing, the Sellers shall provide Purchaser with copies of board consents and plan amendments reflecting such transfer of sponsorship (and assets and Liabilities under) each Retained Benefit Plan and shall provide, on a reasonably timely basis, Purchaser with copies of any related correspondence to or from any Governmental Entity.

• Before the North America Closing Date (or with respect to the China Company, the China Closing Date), Sellers shall take all actions necessary to assume and transfer to Sellers all Retained Benefit Plan Liabilities for which Buyer is not liable under this Agreement.

• Benefit Restoration Plan) under any benefit or compensation plans, programs, agreements or arrangements in which such employee participates following the Closing Date for the service credited on behalf of such employee under the analogous Business Benefit Plan or Retained Benefit Plan in which such employee participated immediately prior to the Closing Date; provided, however, that in no event shall such service credit result in the duplication of benefits.

• For purposes of this Section 6.07, “eligible rollover contribution” shall include the amount of any unpaid balance of any loan of a Ganis Employee under any Retained Benefit Plan that permits participant loans in accordance with (i) Section 408 of ERISA and (ii) the promissory note executed by such Retained Benefit Plan evidencing such loan.

More Definitions of Retained Benefit Plan

Retained Benefit Plan has the meaning set forth in Section 4.13(a).

Retained Benefit Plan means each Benefit Plan and each other plan, program, agreement or arrangement applicable to any Sold Business Employee in connection with his or her employment with the Sold Business or by Sellers or any affiliate of Sellers. Sellers have made available to Buyers complete copies of all Benefit Plans including all amendments thereto. None of the Benefit Plans (i) is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, or is a multiemployer plan (as defined in Section 3(37) of ERISA), or (ii) provides or promises post-retirement health or life benefits to any Sold Business Employee or beneficiary of any Sold Business Employee except to the extent required under COBRA; nor have Sellers ever established, sponsored, maintained or been obligated to make contributions to, any such Benefit Plan. No Seller nor any ERISA Affiliate has incurred any liability under Title IV of ERISA and no event has occurred and no condition exists that would subject the Sold Business, either directly or by reason of any Seller’s affiliation with any ERISA Affiliate to any material tax, lien, penalty or other liability imposed by ERISA, the Code or other applicable law with respect to any Benefit Plan. “ERISA Affiliate” is any trade or business (whether or not incorporated) under common control with Sellers and which, together with Sellers, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

Retained Benefit Plan means each (i) Business Benefit Plan (other than an Assumed Plan or a Conveyed Company Benefit Plan) and (ii) each other Benefit Plan that is not a Business Benefit Plan and that is contributed to, sponsored, maintained or entered into by Seller, any of its Affiliates or any of their respective ERISA Affiliates.

Retained Benefit Plan means each Benefit Plan that is not an Assumed Benefit Plan. “Retained Policies” shall have the meaning set forth in Section 5.5. “Retained Policy Claims” shall have the meaning set forth in Section 5.5. “Schedules” shall mean the disclosure schedules delivered by Vectron to Buyer immediately prior to the execution and delivery of this Agreement and which form a part of this Agreement. “Seller Fundamental Matters” shall have the meaning set forth in Section 9.1(b).

Retained Benefit Plan means each Benefit Plan that is not an Assumed Benefit Plan. “Retained Businesses” means the businesses of the Company, Sellers and their Affiliates other than the Acquired Business. “Retained Company” means the Company and its Affiliates other than the Acquired Company. “Right of First Refusal and Co-Sale Agreement” means the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated February 10, 202, by and among Buyer and the other parties thereto. “R&W Insurance Policy” shall have the meaning set forth in Section 2.5(a). “Sanctions” means economic sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, the European Union, any European Union Member State, the United Kingdom or the United Nations Security Council. “Schedules” shall mean the disclosure schedules delivered by the Company to Buyer simultaneously with the execution and delivery of this Agreement and which form a part of this Agreement.

Retained Benefit Plan means each Employee Benefit Plan (including each such plan that is sponsored, maintained or contributed to by BKG or FCS and each Seller Benefit Plan), in each case, that is not a Transferred Benefit Plan.

Retained Benefit Plan means each Benefit Plan that is to be retained by Dover or any of its Affiliates at the Closing (i.e., not transferred to Buyer or any Designated Purchaser), including all Benefit Plans (other than Benefit Plans sponsored by an Acquired Company) to the extent covering individuals who are not current employees or contractors of an Acquired Business.