Target Company Benefit Plan definition

Target Company Benefit Plan has the meaning specified in Section 3.12(a).
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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
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).
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Examples of Target Company Benefit Plan in a sentence

  • Each Target Company Benefit Plan is and has been operated at all times in compliance with all applicable Laws in all material respects.

  • 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.

  • 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.

  • Notwithstanding the foregoing, with respect to each Target Company Benefit Plan that is documented on a standard form or template, only such standard form or template, along with any material variations from such standard form or template, shall be listed in Section 3.9(a)(iii) of Parent’s Disclosure Letter.

  • 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).

  • To avoid doubt, no compensation, retirement or other employee benefit plans established, maintained or sponsored by Parent (“Parent Plans”) shall be considered a Target Company Benefit Plan for any purpose under this Agreement.

  • Effective as of the Closing, the Target Companies shall withdraw from participation in all Benefit Plans other than Target Company Benefit Plans, and Rockwood Specialties shall retain, and shall indemnify and hold harmless the Purchasers and the Target Companies from and against, any and all liabilities and losses arising out of, or relating to, any Benefit Plan that is not a Target Company Benefit Plan.

  • Each Target Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code and the DST Systems, Inc.


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 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.
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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;

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

  • Seller Benefit Plan means each Employee Benefit Plan that is sponsored, maintained or contributed to or required to be contributed to by Seller or any of its Affiliates, or with respect to which Seller or any of its Affiliates may have any Liability, and in which one or more Business Employees participates.

  • 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”.

  • 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;

  • Parent Benefit Plan means any Employee Benefit Plan maintained by, sponsored by or contributed to by, or obligated to be contributed to by any Parent Group Entity.

  • 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.

  • 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 shall have the meaning set forth in Section 3.28(a).

  • 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.