Sellers Benefit Plan definition

Sellers Benefit Plan means any Benefit Plan that is sponsored or maintained by any Sold Company or Sold Subsidiary, or with respect to which any Sold Company or Sold Subsidiary has any direct or indirect Liability, contingent or otherwise, or that is sponsored or maintained by the Company or any Subsidiary on behalf of, or for the benefit of, one or more Employees.
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Sellers Benefit Plan means each Benefit Plan entered into, maintained, sponsored or contributed to by Sellers or any of their respective ERISA Affiliates, or to which Sellers or any of their respective ERISA Affiliates has any obligation to contribute, or in respect of which Sellers or any of their respective ERISA Affiliates has any other potential liability relating to any Employee.
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Sellers Benefit Plan means each deferred compensation, fringe benefit, severance, termination and bonus or other incentive compensation (including any equity or equity-based compensation) plan, program, agreement, award or arrangement; each "welfare" plan, fund or program (within the meaning of section 3(1) of ERISA); each "pension" plan, fund or program (within the meaning of section 3(2) of ERISA); each employment agreement or arrangement; and each other employee benefit plan, fund, program, agreement, award or arrangement, for the benefit of any current or former service provider to the Sellers or any of its Affiliates (other than in the capacity as a customer), in each case, (i) that is sponsored, maintained or contributed to or required to be contributed to by any of the Acquired Subsidiaries, (ii) to which any of the Acquired Subsidiaries is a party or (iii) with respect to which any of the Acquired Subsidiaries has or could have any liability, directly or indirectly, in each case, whether written or oral.
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Examples of Sellers Benefit Plan in a sentence

  • For purposes of the preceding sentence and Purchaser's or an Affiliate's paid time off or vacation program, Purchaser shall take into account a Continuing Business Employee's service with Purchaser and its Affiliates from and after the Closing Date, plus all service before the Closing Date for which such Continuing Business Employee was credited under the corresponding Sellers Benefit Plan.

  • There is no amount or payment arising from or in connection with any Sellers Benefit Plan with respect to which Buyer is or will be liable to any Person, including, but not limited to, any Governmental Entity, any employee of Shareholder, Sellers, or any of their respective ERISA Affiliates.

  • In addition, Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates, successors or assigns, as applicable, shall retain any liabilities or obligations relating to Sellers Employees under any Sellers Benefit Plan or any other benefit plan maintained by Sempra, Topaz Power Group, STS, Sellers or their respective Affiliates that have accrued prior to the Closing Date.

  • Sellers have heretofore made available to Buyer a copy of each written Sellers Benefit Plan and any amendments thereto.

  • No Sellers Benefit Plan is sponsored or maintained by any one of the Acquired Companies.

  • To the extent that a Business Employee was a participant in a Sellers Benefit Plan, the Sellers Benefit Plans shall be responsible for providing welfare benefits (including medical, hospital, dental, accidental death and dismemberment, life, disability and other similar benefits) to any participating Business Employees for all Claims incurred prior to the Closing Date under and subject to the generally applicable terms and conditions of such plans.

  • Shareholder or Sellers shall cause each Sellers Benefit Plan which is a "pension plan" within the meaning of Section 3(2) of ERISA, or any successor plan thereto, to be amended to provide full vesting for Transferred Employees.

  • No default exists with respect to the obligations of Sellers under any Sellers Benefit Plan.

  • Seller has not, with respect to any Seller's Benefit Plan, engaged in a prohibited transaction which would subject it to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA which would have a material adverse effect on the Business.

  • Neither Sellers nor any subsidiary has incurred any liability to the Pension Benefit Guaranty Corporation in respect of any Sellers Benefit Plan that remains unpaid.


More Definitions of Sellers Benefit Plan

Sellers Benefit Plan shall refer to all Employee Benefit Plans and all other employee benefit arrangements or payroll practices, including, but not limited to, severance pay, sick leave, vacation pay, salary continuation for disability, scholarship programs, stock option or restricted stock plans maintained by Shareholder, Sellers or any Subsidiary or ERISA Affiliate of either (whether formal or informal, whether for the benefit of a single individual or for more than one individual and whether for the benefit of current or former employees or their beneficiaries) on behalf of Sellers, its Subsidiaries or any Company Personnel to which or under which or pursuant to which Shareholder, Sellers or any Subsidiaries or any ERISA Affiliate of either has contributed or is obligated to make contributions on behalf of Seller, any of its Subsidiaries or any Company Personnel.
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Sellers Benefit Plan means each Benefit Plan provided to Employees by the Seller on the day immediately preceding the Closing Date.
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Sellers Benefit Plan is defined in Section 5.19(a).
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Sellers Benefit Plan has the meaning set forth in clause 6.4.1 of Schedule 14.
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Sellers Benefit Plan or “Sellers’ Benefit Plans” means any plan, program, arrangement, agreement or commitment which is an employment, consulting or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option or other equity-based compensation, severance pay, life, medical, dental, death benefit, disability or accident insurance plan, vacation, Code Section 125 “cafeteria” or “flexible benefit” plan or other employee benefit plan, program, arrangement, agreement or commitment, including, without limitation, any “employee benefit plan” as defined in Section 3(3) of ERISA or any “employee welfare benefit plan” as defined in Section 3(1) of ERISA.
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Sellers Benefit Plan means each Benefit Plan sponsored or maintained by the Seller, or to which the Seller has at any time contributed or been required to contribute.
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Related to Sellers Benefit Plan

  • 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.

  • 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.

  • 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.

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

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

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

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

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

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

  • 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.

  • 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.

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

  • 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”.

  • 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.

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

  • Pension Benefit Plan means at any time any employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the Controlled Group for employees of any member of the Controlled Group; or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the Controlled Group for employees of any entity which was at such time a member of the Controlled Group.

  • Foreign Benefit Plan means any Employee Benefit Plan established, maintained or contributed to outside of the United States of America or which covers any employee working or residing outside of the United States.

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

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

  • Company Plan means any Benefit Plan: (i) under which any current or former director, officer, employee, consultant or independent contractor of the Company has any present or future right to benefits and that is maintained, sponsored or contributed to by the Company; or (ii) with respect to which the Company has any Liability.

  • Qualified Benefit Plan has the meaning set forth in Section 3.20(c).

  • Parent Employee Plan means any plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance, termination pay, 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 maintained, contributed to, or required to be contributed to, by Parent or any Affiliate for the benefit of any Parent 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.