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 has the meaning set forth in Section 9.6(a).
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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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Examples of Seller Welfare Benefit Plans in a sentence

  • Neither Buyer nor the Buyer Welfare Benefit Plans shall have any liability or obligation with respect to the Seller Welfare Benefit Plans or any benefits thereunder.

  • 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").


More Definitions of Seller Welfare Benefit Plans

Seller Welfare Benefit Plans will have the meaning set forth Section 4.18(a).
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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 4.10(a).

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

  • Company Plans has the meaning set forth in Section 4.10(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 has the meaning set forth in Section 3.14(b).

  • 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 and subject to 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 Employee Benefit Plan sponsored, maintained or contributed to by a Seller or any of its Affiliates or with respect to which a Seller or any of its Affiliates has, or could reasonably be expected to have, any direct or indirect Liability.

  • 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.

  • 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).

  • Benefit Arrangements has the meaning set forth in Section 4.20(b).