Target Company Benefit Plan definition

Target Company Benefit Plan means any Benefit Plan (a) sponsored and maintained by any Target Company or (b) with respect to which any Target Company has any Liability, excluding any Tall Oak Benefit Plan. “Target Company Transaction Expense Adjustment Amount” means an amount of Dollars equal to the amount by which the Target Company Transaction Expense Amount is greater than the Target Company Transaction Expense Cap. “Target Company Transaction Expense Amount” means the aggregate amount of all Transaction Expenses of Tall Oak Parent and the Target Companies that remain unpaid immediately prior to Closing. “Target Company Transaction Expense Cap” means $9,500,000. “Tax” or “Taxes” means (i) any U.S. federal, state or local or non-U.S. taxes, assessments or similar governmental charges imposed by any Taxing Authority, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, margin, profits, net proceeds, alternative or add-on minimum, inventory, goods and services, capital stock, license, registration, leasing, user, withholding, payroll, employment, social security, unemployment, disability, excise, severance, stamp, occupation, property, fuel, excess profits, premium, windfall profit, deficiency and estimated taxes, including any and all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with respect thereto or in lieu thereof, and (ii) any liability for the payment of such amounts as a result of being a member of a consolidated, combined, unitary, affiliated or similar group, as a transferee or successor or by contract.
Sample 1
Target Company Benefit Plan means a Benefit Plan that is entered into, maintained or contributed to solely by one or more of the Target Companies or their Subsidiaries; provided, however, that “Target Company Benefit Plan” shall not include any Benefit Plan which is sponsored, contributed to or required to be contributed to by the Sellers or any of their Affiliates or ERISA Affiliates (other than solely by any of the Target Companies and their Subsidiaries).
Sample 1
Target Company Benefit Plan means a Benefit Plan that is entered into, maintained or contributed to solely by one or more of the Target Companies or their Subsidiaries; provided, however, that "Target Company Benefit Plan" shall not include any Benefit Plan which is sponsored, contributed to or required to be contributed to by the Sellers or any of their Affiliates or ERISA Affiliates (other than solely by any of the Target Companies and their Subsidiaries). "Tax" or "Taxes" means all federal, state, county, local or foreign taxes, charges, duties, fees, levies, imposts or other similar assessments imposed by a Tax Authority, including all
Sample 1

Examples of Target Company Benefit Plan in a sentence

  • No Target Company Benefit Plan is (i) maintained in the United States or (ii) primarily for the benefit of employees working in the United States.

  • All material contributions that any Target Company is required to make to any Target Company Benefit Plan have been fully and timely paid when due.

  • Each Target Company Benefit Plan that is intended to qualify for tax-favored status under applicable Law does so qualify, except for any failures to so qualify that would not, individually or in the aggregate, be reasonably likely to be material to (A) the Target Companies, taken as a whole or (B) any Target Business Segment, taken as a whole.

  • Since January 1, 2015 there has been no material change, amendment, modification to, or adoption of, any Target Company Benefit Plan.

  • No statement, either written or oral, has been made by any Target Company to any Person with regard to any Target Company Benefit Plan that was not in accordance in all material respects with the Target Company Benefit Plan and that could have a materially adverse economic consequence to any Target Company or to Buyer.

  • Sellers have made available to Purchasers correct and complete copies of (i) each Target Company Benefit Plan, (ii) each material Seller Benefit Plan in which any Employee participates, (iii) all trust documents, insurance contracts and service agreements, to the extent applicable, related to each Target Company Benefit Plan, and (iv) all material correspondence with any Governmental Authority during the three (3) most recent years regarding any Target Company Benefit Plan.

  • To avoid doubt, no benefit or compensation plan, contract, policy, agreement or arrangement maintained or sponsored by Parent or its Affiliates (excluding the Target Companies) shall be considered a Target Company Benefit Plan for any purpose under this Agreement.

  • As of the date of this Agreement, neither Rockwood Specialties, the Target Companies, nor any of their Affiliates has communicated to any employee of the Target Companies or formally adopted or authorized any creation, material modification or termination of any Target Company Benefit Plan, other than as may be required by Applicable Law or the terms of any applicable collective bargaining agreement, Material Contracts or any Target Company Benefit Plan.

  • A current, true and complete copy of each Target Company Benefit Plan has been provided to Buyer.

  • Rockwood Specialties shall, or shall cause one of its Affiliates (other than a Target Company) to, be responsible for any covered claims incurred (whether prior to or after the Closing) by Business Employees under any Benefit Plan (other than under any Target Company Benefit Plan).


More Definitions of Target Company Benefit Plan

Target Company Benefit Plan shall have the meaning set forth in Section 4(n)(i) below.
Sample 1
Target Company Benefit Plan has the meaning specified in Section 3.12(a).
Sample 1

Related to Target Company Benefit Plan

  • 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;

  • 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.

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

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

  • 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.

  • 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.

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

  • 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”.

  • 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).

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

  • 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;

  • 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.

  • 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.

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

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

  • 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.

  • 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.

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

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

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

  • Employee Plan means an employee benefit plan within the meaning of Section 3(3) of ERISA (other than a Multiemployer Plan), regardless of whether subject to ERISA, that any Loan Party or any of its ERISA Affiliates maintains, sponsors or contributes to or is obligated to contribute to.

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

  • Defined Benefit Plan means either a plan described in Section 3(35) of ERISA or a plan subject to the minimum funding standards set forth in Section 302 of ERISA and Section 412 of the Code.