Seller Welfare Plan definition

Seller Welfare Plan has the meaning set forth in Section 6.05.
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Seller Welfare Plan has the meaning set forth in Section 8.2.3(a).
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Seller Welfare Plan has the meaning set forth in Section 6.11(g). “Side Agreement” has the meaning set forth in Section 8.2(l).
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Examples of Seller Welfare Plan in a sentence

  • Buyer shall (or shall cause its Affiliates to) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees under any health and welfare plans in which such Transferred Employees are eligible to participate at or after the Applicable Transfer Time to the extent that such limitations were waived under the applicable Seller Welfare Plan.

  • Sellers and their Affiliates shall be responsible for providing benefits in respect of claims incurred under a Seller Welfare Plan for Transferred Employees, and their beneficiaries and dependents prior to the Applicable Transfer Time.

  • All claims incurred under a Seller Welfare Plan for Non-Union Transferred Employees and their beneficiaries and dependents at or after the Closing shall be the responsibility of Buyer or its Affiliates.

  • Seller shall be responsible for claims incurred, whether or not reported, under a Seller Welfare Plan for Continuing Employees and their beneficiaries and dependents prior to the Transfer Time.

  • Purchaser will take all actions necessary so that, effective as of a Hired Employee’s Hire Date, the welfare benefit plans of Purchaser and its Affiliates (the “Purchaser Welfare Plans”) will provide welfare benefit plan coverage, including group medical benefits, to the Hired Employee (or any dependent or beneficiary of any Hired Employee) who was covered under a corresponding Seller Welfare Plan prior to the Hire Date.

  • All claims incurred at or after the Base Effective Time (or, with respect to Transferred Employees relating to China CS, the China Effective Time) under a Seller Welfare Plan or a welfare benefit plan of Buyer or its Affiliates by Transferred Employees and their beneficiaries and dependents shall be the responsibility of Buyer or its Affiliates.

  • No portion of the assets of any Seller Welfare Plan will be transferred to Purchaser, and Purchaser assumes no liability or obligation with respect to the Seller Welfare Plans.

  • Seller shall be responsible for complying with the requirements of Code Section 4980B and Part 6 of Title 1 of ERISA for Business Employees (whether or not such employees are hired by Buyer) and their “qualified beneficiaries” who experience a “qualifying event” (as such terms are defined in Code Section 4980B) and lose coverage under a Seller Welfare Plan.

  • The Employees shall be entitled to apply deductibles and out-of-pocket payments expended for covered medical and dental expenses under the Seller Welfare Plans in the plan year in which the Closing Date occurs to the deductibles and out-of-pocket maximums under the Buyer Welfare Plans for the Buyer's plan year which ends with or after the plan year of the Seller Welfare Plan.

  • Seller and its Affiliates shall be responsible for all claims incurred prior to the Base Effective Time (or, with respect to Transferred Employees of China CS, the China Effective Time) in connection with any Seller Welfare Plan for Transferred Employees and their beneficiaries and dependents.


More Definitions of Seller Welfare Plan

Seller Welfare Plan is defined in Section 4.14(e) of this Agreement.
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Seller Welfare Plan shall have the meaning set forth in Section 5.9(f).
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Seller Welfare Plan. Section 3.1.4 "Seller's Counsel" Section 5.7.2 "Seller's CPA" Section 3.1.2.A "Taxes" Section 2.4.9 "Third Party Claim" Section 6.4.2 "Welfare Plan" Section 3.1.4 "1999 Audited Statements" Section 3.1.2.A(ii)
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Seller Welfare Plan means any Welfare Plan maintained by Seller or any ERISA Affiliate or to which Seller or any ERISA Affiliate is required to contribute for any current or former employees, or that was maintained by Seller or any ERISA Affiliate, or with respect to which Seller or any ERISA Affiliate has or had an obligation to contribute, at any time during the current calendar year or any of the seven preceding calendar years.
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Seller Welfare Plan is defined in Section 7.11(c).
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Seller Welfare Plan has the meaning set forth in Section 8.2(c)(i).
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Related to Seller Welfare Plan

  • 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.

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

  • Health and Welfare Plans means any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.

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

  • 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.

  • Seller 401(k) Plan has the meaning set forth in Section 5.5(e).

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

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

  • Multiple employer welfare arrangement means a multiple employer welfare arrangement

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

  • Child welfare agency means a child-placing agency, child-caring institution or independent foster

  • Seller Plan means any Employee Benefit Plan maintained, or contributed to, by the Seller or any ERISA Affiliate.

  • 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.

  • Seller Benefit Plans has the meaning set forth in Section 4.10(a).

  • 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.

  • 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;

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

  • 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”.

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

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

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

  • Buyer 401(k) Plan has the meaning set forth in Section 6.01(h).

  • 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.

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

  • Transferred Employees has the meaning set forth in Section 6.4(a).