Transferred Company Benefit Plans definition

Transferred Company Benefit Plans shall have the meaning specified in Section 2.12(a).
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Transferred Company Benefit Plans shall have the meaning set forth in Section 4.13(a).
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Examples of Transferred Company Benefit Plans in a sentence

  • Benefit Plans that are sponsored or maintained solely by one or more of Seller, the Company, Newco or the Sold Subsidiaries and that will be transferred as part of the transactions contemplated by this Agreement are denoted by asterisk on Schedule 4.13(a) and are referred to herein as "Transferred Company Benefit Plans".

  • Effective as of the Closing Date, only Company Employees will be active participants in the Transferred Company Benefit Plans.

  • From and after the Closing, Buyer and its Affiliates (including the Transferred Companies) shall have no liability relating to any Benefit Plans or other employee benefit plans other than the Transferred Company Benefit Plans, and Seller and its Affiliates shall indemnify and hold harmless Buyer and its Affiliates with respect to any and all such liabilities.

  • Effective as of the Closing Date, Company Employees will cease to be active participants in the Company Benefit Plans that are not Transferred Company Benefit Plans, and Seller will retain all liabilities with respect to such plans (other than Transferred Company Benefit Plans).

  • For the avoidance of doubt, as of the Closing, the Purchaser and its Affiliates shall assume, or shall cause the Transferred Companies and their respective Subsidiaries to continue, as the case may be, sponsorship of, and all Liabilities and other obligations with respect to, the Transferred Company Benefit Plans.

  • Section 3.11 of the Company Disclosure Schedule identifies each Company Benefit Plan that will be sponsored by the Company (and not by the Seller) as of the Closing Date (collectively, the "Transferred Company Benefit Plans").

  • For the avoidance of doubt, as of the Closing, Purchaser and its Affiliates shall assume, or shall cause the Transferred Companies and their respective Subsidiaries to continue, as the case may be, sponsorship of, and all Liabilities and other obligations with respect to, the Transferred Company Benefit Plans.

  • Schedule 2(p)(a)(ii) identifies each Company Benefit Plan that will be sponsored by the Acquired Companies (and not by Cityside) as of the Closing Date (collectively, the "Transferred Company Benefit Plans").

  • Section 3(o) of the Disclosure Schedule contains a complete and accurate list of, and separately identifies by the country in which they are maintained, (x) all Seller Benefit Plans covering any Employee and (y) all Transferred Company Benefit Plans.

  • Parent and Sellers shall take all actions necessary to cause any employee who is not a Business Employee to cease to participate in the Transferred Company Benefit Plans immediately prior to the Closing Date.

Related to Transferred Company Benefit Plans

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

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

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

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

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

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

  • 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.

  • Parent Benefit Plans has the meaning set forth in Section 5.07(b).

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

  • 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.

  • Employee Plans has the meaning set forth in Section 3.14(b).

  • 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;

  • 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”.

  • Company Employees shall have the meaning set forth in Section 6.10(a).

  • 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).

  • 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.

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

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

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

  • Company Plan means all Plans of which the Company or an ERISA Affiliate of the Company is or was a Plan Sponsor, or to which the Company or an ERISA Affiliate of the Company otherwise contributes or has contributed, or in which the Company or an ERISA Affiliate of the Company otherwise participates or has participated. All references to Plans are to Company Plans unless the context requires otherwise.

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

  • 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.

  • Business Employees has the meaning set forth in Section 4.10(a).