Transferred Benefit Plan definition

Transferred Benefit Plan means (a) any Benefit Plan solely sponsored, maintained or contributed to by, or for, any Target Entity (other than, for the avoidance of doubt, the U.K. DB Plan and and any Liabilities associated with the Darex GmbH DB Plan, in each case that are retained by Seller or any of its Affiliates pursuant to Section 5.7(g)(i) and (iii), as applicable) and (b) any other Benefit Plan identified as a Transferred Benefit Plan on Section 3.16(b) of the Seller Disclosure Schedules (and for the avoidance of doubt, the reference to any such Benefit Plan may only include a spin-off from a Seller Benefit Plan effectuated prior to Closing as necessary to ensure that only those Liabilities associated with the applicable Transferred Benefit Plan shall be assumed by Purchaser or its Affiliates (including any applicable Target Entity)).

Transferred Benefit Plan means an Employee Benefit Plan that is sponsored or maintained solely by a Transferred FH Company or a Closing Subsidiary or identified as a Transferred Benefit Plan in Section 3.11(a) of Seller’s Disclosure Letter.

Transferred Benefit Plan means each Benefit Plan that (a) is sponsored, maintained or contributed to solely by the Company, (b) is exclusively for the benefit of one or more Business Employees (or any beneficiaries or dependents thereof), (c) the Buyer or any of its Affiliates has expressly agreed to assume pursuant to this Agreement, or (d) transfers to the Buyer automatically by operation of Law and, in each case, that is designated as a Transferred Benefit Plan in Schedule 4.11(a)(ii) of the Disclosure Letters.

Examples of Transferred Benefit Plan in a sentence

• Except as would not, individually or in the aggregate, reasonably be expected to be material to the FH Business, taken as a whole, no Transferred Benefit Plan is or since December 31, 2013 has been the subject of, or has received or provided notice that it is the subject of, examination by a Governmental Authority or been a participant in a government sponsored amnesty, voluntary compliance or similar program.

• Each Transferred Benefit Plan has been operated and maintained in material compliance with its terms and applicable Law.

• No Transferred Benefit Plan is (x) a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, or (y) subject to Section 302 or Title IV of ERISA or Section 412 of the Code.

• Each Transferred Benefit Plan that is an International Plan, if intended to qualify for special Tax treatment, meets all applicable requirements of Law, and if required to be funded, book-reserved or secured by an insurance policy, is so funded, book-reserved or secured, based on reasonable actuarial assumptions.

• Buyer shall cause each applicable Transferred FH Company or Closing Subsidiary to pay all amounts payable under each Transferred Benefit Plan maintained by such Transferred FH Company or Closing Subsidiary no later than the date such amounts become due in the time and manner set forth in such Transferred Benefit Plan to the extent such amounts are Retained Liabilities.

More Definitions of Transferred Benefit Plan

Transferred Benefit Plan means each Employee Benefit Plan maintained solely for the benefit of Platform Employees and listed in Section 3.9(b)(ii) of the Transferor Disclosure Schedules.

Transferred Benefit Plan means any Parent Benefit Plan or portion thereof that is sponsored or maintained by the Company or any of its subsidiaries for the benefit of their current and former Employees, or to which the Company or any of its subsidiaries is party. For purposes of Articles I and IX of this Agreement, subject, and without prejudice to Purchaser’s obligations with respect to the Rejected Offer Liabilities (which, for the avoidance of doubt, may include payment under plans that would be Transferred Benefit Plans if the Employee had become a Transferred Employee), “Transferred Benefit Plan” shall not include any employment agreement, offer letter, change in control agreement or similar agreement with any non-Transferred Employee.

Transferred Benefit Plan means any 401K Plan, vacation pay, sickness, hospitalization or other medical, dental, vision, disability or death benefit plan (whether provided through insurance, on a funded or unfunded basis or otherwise), employee stock option purchase plan, and each other employee benefit plan, program or arrangement, whether or not an employee benefit plan within the meaning of Section 3(3) of ERISA which since January 1, 1993 has been maintained or contributed to by the Company for the benefit of or relating to any of its employees or to any former employee of the Company or his/her dependents, survivors or beneficiaries.

Transferred Benefit Plan means any Benefit Plan identified as a Transferred Benefit Plan on Section 2.16(a) and Section 2.16(f) of the Seller Disclosure Letter.

Transferred Benefit Plan means only those Benefit Plans as set forth on Schedule 4.13(a) that are specifically designated on Schedule 4.13(a) as Benefit Plans that will be assigned to, and assumed by, Buyer at Closing. "Transition Services Agreement" means the proposed Transition Services Agreement to be entered into at Closing in substantially the form of Exhibit C-1 hereto (it being understood and agreed that the Parties shall negotiate in good faith to develop schedules prior to Closing that describe in greater detail the services to constitute "Xxxxx Provided Services" and the "Freedom Provided Services" listed in Appendix A and Appendix B thereto and the types of tasks involved in such services, in each case based upon the Summary of Transition Services attached as Exhibit A thereto at the fee as indicated therein). "Twelve-Month Period" has the meaning set forth in Section 2.1(e). "Unsettled Mortgage Loans" means mortgage loans that, prior to Closing, the delivery and sale of which by Seller to a third party investor has been completed, other than Seller's receipt of payment therefor, as evidenced by a written bona fide trade advice or commitment letter dated as of a date prior to the Closing. "WARN Act" has the meaning set forth in Section 8.6(a). "Wholesale Offices" has the meaning set forth in Section 6.3(f).

Transferred Benefit Plan means any Company Benefit Plan or portion thereof that is sponsored or maintained by the Company for the benefit of their current and former Employees, or to which the Company is party.

Transferred Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Seller or any of its Affiliates solely for the benefit of the TMA Business Employees or otherwise identified as a Transferred Benefit Plan on Section 3.10(a) of the Seller Disclosure Schedule.