Seller Benefit Agreement definition

Seller Benefit Agreement shall have the meaning ascribed thereto in Section 5.13(a).
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Seller Benefit Agreement shall have the meaning set forth in the Employee Matters Agreement.
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Seller Benefit Agreement means any employment, consulting, bonus, incentive or deferred compensation, equity or equity-based compensation, severance, change in control, retention, termination or other contract between Seller or any Selling Subsidiary, on the one hand, and any current or former Business Employee, on the other hand.
Sample 1

Examples of Seller Benefit Agreement in a sentence

  • The research is focused on gathering data and arguments from different stakeholder as defined by Freeman, which will be presented in Chapter 2.

  • Each Seller Benefit Agreement (i) to which any Transferred Entity is a party, (ii) that the Purchaser or any of its affiliates has explicitly agreed to assume pursuant to this Agreement or (iii) that the Purchaser or any of its affiliates is required to assume under applicable Law is referred to herein as an “Assumed Benefit Agreement”.

  • Each Seller Benefit Agreement (i) to which any Transferred Entity is a party and (ii) that the Purchaser or any of its affiliates is required to assume under applicable Law or will otherwise assume is referred to herein as an “Assumed Benefit Agreement”.

  • As of the date of this Agreement, to the Knowledge of Seller, there are no individuals identified as Covered Employees as of the date of this Agreement working for Seller or any of its Subsidiaries under any of the Seller Benefit Agreements identified in Section 7.12 of the Seller Disclosure Letter whose individual Seller Benefit Agreement varies materially from the applicable form of Seller Benefit Agreement described in this Section 7.12(b).

  • Section 5.13(a)(ii) of the Seller Letter sets forth a complete and correct list, as of the date of this Agreement, of each material Seller Benefit Agreement.

  • There is no material correspondence between the Seller or any of its subsidiaries and any Governmental Authority related to any Seller Benefit Plan or Seller Benefit Agreement concerning any matter that would result in any material liability to the Parent, the Seller or any Seller Benefit Plan or Seller Benefit Agreement.

  • Neither the Seller nor any of its subsidiaries has received notice of any, and, to the knowledge of the Seller, there are no, material investigations by any Governmental Authority with respect to any Seller Benefit Plan or Seller Benefit Agreement.

  • None of the Seller and its Subsidiaries nor any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Code Section 4975 or Section 406 of ERISA) which could subject any Seller Benefit Plan or Seller Benefit Agreement or their related trusts, the Seller, any of its subsidiaries or any Person that the Seller or any of its subsidiaries has an obligation to indemnify, to any material tax or penalty imposed under Code Section 4975 or Section 502 of ERISA.

  • Each Seller Benefit Plan and Seller Benefit Agreement that is a “nonqualified deferred compensation plan” within the meaning of Code Section 409A has been operated in material compliance with Code Section 409A since January 1, 2005, based upon a good faith, reasonable interpretation of Code Section 409A, the proposed regulations issued thereunder and Internal Revenue Services Notices 2005-1 and 2006-79.


More Definitions of Seller Benefit Agreement

Seller Benefit Agreement means any employment, consulting, bonus, incentive or deferred compensation, equity or equity-based compensation, severance, change in control, retention, termination or other contract between any member of the Seller Group (other than the Company and the Subsidiaries), on the one hand, and any current or former director, officer, employee or independent contractor of any member of the Seller Group, on the other hand. The Seller Disclosure Schedule contains a true and complete list of all Company Benefit Plans and Company Benefit Agreements. With respect to each Company Benefit Plan and Company Benefit Agreement, the Company has provided to Purchaser complete and accurate copies of (A) such Company Benefit Plan or Company Benefit Agreement, including any amendment thereto, (B) each trust, insurance, annuity or other funding contract related thereto and (C) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto.
Sample 1

Related to Seller Benefit Agreement

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

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

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

  • Medical Benefits Schedule means the Medicare Schedule of Benefits produced by the Department of Health to which all fees and benefits relate for inpatient hospital services.

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

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

  • 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.

  • Foreign Benefit Arrangement means any employee benefit arrangement mandated by non-U.S. law that is maintained or contributed to by any Credit Party or any of its Subsidiaries.

  • 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.

  • Compensation and Benefit Plans has the meaning set forth in Section 5.03(m)(i).

  • 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;

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

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

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

  • Company Employee Agreement means each management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other Contract between: (a) any of the Company Entities or any Company Affiliate; and (b) any Company Associate, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Company Entity or any Company Affiliate to make any severance, termination, change in control or similar payment or to provide any benefit.

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

  • 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.

  • 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.

  • 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.

  • Other Benefits as utilized in this Section 6(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families.

  • Company Plans shall have the meaning set forth in Section 3.14(a).

  • SERP has the meaning assigned thereto in Section 5(c) hereof.

  • Other Benefit Obligations means all obligations, arrangements, or customary practices, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to present or former directors, employees, or agents, other than obligations, arrangements, and practices that are Plans. Other Benefit Obligations include consulting agreements under which the compensation paid does not depend upon the amount of service rendered, sabbatical policies, severance payment policies, and fringe benefits within the meaning of IRC Section 132.

  • Health benefits plan means a benefits plan which pays or