Seller Welfare Benefit Plans definition

Seller Welfare Benefit Plans shall have the meaning set forth in Section 5.3(d).
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Seller Welfare Benefit Plans will have the meaning set forth Section 4.18(a).
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Seller Welfare Benefit Plans has the meaning set forth in Section 9.6(a).
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Examples of Seller Welfare Benefit Plans in a sentence

  • Such coverage and insurance shall be subject to all the terms and conditions of the relevant Seller Welfare Benefit Plans, including the rights of Seller and/or its ERISA Affiliates to amend or terminate such plans.

  • Seller shall renew and maintain the effectiveness of all of its Employee Benefit Plans (including, without limitation, all Seller Welfare Benefit Plans, Seller Pension Benefit Plans and Seller Employee Benefit Plans).

  • Benefits provided under the Buyer Welfare Benefit Plans to Transferred Employees shall be similar in the aggregate than those provided by the Seller under the Seller Welfare Benefit Plans as of the Closing Date.

  • Except as disclosed on Schedule 4.18(a), Seller has no liability for contributions, premiums or other payments more than 30 days past due with respect to any of the Seller Welfare Benefit Plans.

  • On and after the Closing Date, Buyer and its Affiliates will have full power and authority with respect to investment and disposition of assets held under any trusts (e.g., VEBA Trusts) related to the Seller Welfare Benefit Plans and Acquired Company Welfare Benefit Plans in respect of liabilities related to the Continued Employees, subject to the restrictions of such trusts.

  • The Seller shall retain responsibility under the Seller Welfare Benefit Plans for all amounts payable by reason of claims incurred by the Transferred Employees prior to the Closing Date, and the Buyer shall be responsible under the Buyer Welfare Benefit Plans for all amounts payable by reason of claims incurred by the Transferred Employees on or after the Closing Date.

  • Effective as of the Closing Date, the Companies and their Subsidiaries shall cease to be participating employers in the employee welfare benefit plans maintained by Queensway Limited ("Seller Welfare Benefit Plans").

  • If Closing occurs, Purchaser agrees to reimburse Seller for the costs of maintaining any of the Seller Welfare Benefit Plans, Seller Pension Benefit Plans and Seller Employee Benefit Plans relating directly to any of Seller's employees hired by Purchaser for the period beginning on the Closing Date and ending on such date as such employees are covered under Purchaser's Employee Benefit Plans.

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More Definitions of Seller Welfare Benefit Plans

Seller Welfare Benefit Plans has the meaning specified in Section 12.1(b). "Senior Lenders" has the meaning specified in Section 8.3(c). "Shares" has the meaning specified in the Recitals. "Subsidiary" means, with respect to any Person, any corporation or entity more than 50% of the outstanding securities or other interests having voting power of which shall be owned or controlled, directly or indirectly, by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more Subsidiaries of such Person. Except where the context otherwise requires, references herein to "Subsidiaries" are to Subsidiaries of the Companies as set forth in Schedule 4.4(a) which, for purposes of this Agreement, deems Queens Pointe to be a wholly-owned Subsidiary of North Pointe). "Superior Proposal" has the meaning specified in Section 7.2(b)(vii). "Tax Closing Agreement" has the meaning specified in Section 4.24(g). "Tax Returns" means all federal, state, local and foreign tax returns, declarations, statements, reports, schedules, forms and information returns and any amended tax returns relating to Taxes of any Company or any of its Subsidiaries. "Tax Ruling" has the meaning specified in Section 4.24(g). "Taxes" means all taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds, premium (including, without limitation, excess and surplus tax), ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance and employees' income withholding, unemployment and Social Security taxes, which are imposed by the United States, or any state, local or foreign government or subdivision or agency thereof, including any interest, penalties or additions to tax related thereto. "Universal" has the meaning specified in the Preamble. "Wire Transfer" means a payment in immediately available funds by wire transfer in lawful money of the United States of America to such account or accounts as shall have been designated by notice to the paying party at least three (3) Business Days prior to the date such Wire Transfer is to be made. PURCHASE OF SHARES Purchase of Shares. Upon the terms and subject to the conditions set forth in this Agreement, Sellers shall, at the Closing, sell to Buyer, and Buyer shall purchase from Sellers, the Shares for the Purch...
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Related to Seller Welfare Benefit Plans

  • 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.

  • Employee Welfare Benefit Plan has the meaning set forth in ERISA Section 3(1).

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

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

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

  • 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).

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

  • Retiree Welfare Plan means, at any time, a Welfare Plan that provides for continuing coverage or benefits for any participant or any beneficiary of a participant after such participant's termination of employment, other than continuation coverage provided pursuant to Section 4980B of the IRC and at the sole expense of the participant or the beneficiary of the participant.

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

  • 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”.

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

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

  • 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;

  • 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.

  • Employee Benefit Plans shall have the meaning set forth in Section 3.20(a).

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

  • 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.

  • Welfare Plan means a “welfare plan” as defined in Section 3(1) of ERISA.

  • 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.

  • 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.

  • Welfare Plans shall have the meaning set forth in Section 3.2.4.

  • Welfare Benefits means the types of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA).

  • Health and Welfare Benefits means any form of insurance or similar benefit programs, which may include but not be limited to, medical, hospitalization, surgical, prescription drug, dental, optical, psychiatric, life, or long-term disability.

  • Seller Plans has the meaning set forth in Section 3.13(a).