Transferred Plan definition

Transferred Plan has the meaning set forth in Section 2.16(a).

Transferred Plan means the Assumed Plans and each Employee Benefit Plan that is sponsored, maintained or entered into by a Transferred Subsidiary (which, for the avoidance of doubt, shall exclude the pension plan arrangements (including all assets, liabilities and obligations thereunder, including the Pforzheim pension) (“U-GmbH”) associated with Nokia Unterstutzungsgesellschaft GmbH).

Transferred Plan means a Transferred Entities Benefit Plan of which, as of the Closing, a Transferred Entity or an Affiliate thereof and no Newpark Entity or any Affiliate thereof shall be the sponsoring, adopting or participating employer(s).

Examples of Transferred Plan in a sentence

• An attack on or security breach of our network could result in interruption or cessation of access and services, our inability to meet our access and service level commitments, and potentially compromise customer data transmitted over our network.

• Nothing contained in this Agreement is intended to prevent Buyer, the Company or any of their Controlled Affiliates from amending, modifying or terminating any Transferred Plan in accordance with its terms after the Closing.

• Buyer and the Conveyed Entities shall be solely responsible for all liabilities relating to the amendment or termination of any Transferred Plan after the Closing or any alleged termination of any Transferred Plan in connection with the consummation of the Transactions and shall indemnify and hold harmless the Seller Indemnitees therefrom accordingly.

• In addition, Section 3.17(a) of the Seller Disclosure Schedule separately identifies each Transferred Plan that is for the benefit of an Entity Employee who primarily provides services outside of the United States (“International Benefit Plan”).

• Seller shall use commercially reasonable efforts to transfer and assign the sponsorship of each Benefit Plan set forth on Section 4.4(c) of the Seller Disclosure Letter to the Company or any Transferred Subsidiary and such plan shall be a Transferred Plan as of the date of such transfer or assignment.

More Definitions of Transferred Plan

Transferred Plan shall have the meaning set out in Section 7.5(a).

Transferred Plan means each Benefit Plan that any Transferred Subsidiary sponsors or maintains as set forth on Section 2.15(a)(i) of the Seller Disclosure Letter.

Transferred Plan. Any Business Employee Plan or portion thereof (including any liabilities thereof), as may be transferred to, or retained by, the Companies, the Buyer or any of its Subsidiaries, in accordance with Section 7.4 and Schedule 7.4. "

Transferred Plan means each Employee Plan that is sponsored by a Conveyed Entity and noted on Section 3.17(a) of the Seller Disclosure Schedule as such. “Transfer Taxes” means any sales, use, stock transfer, real property transfer, transfer, stamp, ad valorem, registration, documentary, recording or similar duties or taxes together with any interest thereon, penalties and additions to tax incurred in connection with the Transactions. “Transition Services Agreement” means the Transition Services Agreement by and among the Sellers, Buyer, and the Conveyed Entities, the form of which is attached as Annex D. “Treasury Regulations” means the Treasury Regulations promulgated under the Code. “UK Conveyed Entity” means Aeroflex Limited, a private limited company incorporated in England and Wales with its registered address at Xxxxxxxxx Xxxxx, Xxx Xxxxx Xxx, Xxxxxxxxx, XX0 0XX and registered company number 00317241. 16 “UK Direct Transferred Equity Interests” means all the issued Equity Securities in the UK Conveyed Entity. “U.K. Tax Payment” shall have the meaning set forth in Section 5.13(e)(ii)(1). “Unadjusted Base Consideration Amount” means the Base Consideration Amount without giving effect to any of the adjustments set forth in this Agreement. “U.S. Conveyed Entity” means Aeroflex Wichita, Inc. “U.S. GAAS” shall have the meaning set forth in Section 5.5(d). “VAT” shall have the meaning set forth in Section 3.12(b). “VATCA” means the Value-Added Tax Consolidation Xxx 0000 of Ireland, as amended. Article II.

Transferred Plan means each Employee Plan that is sponsored by a Conveyed Entity and noted on Section 3.17(a) of the Seller Disclosure Schedule as such.

Transferred Plan shall have the meaning set forth in Section 4.23(d).

Transferred Plan means, to the extent set forth in Section 6.8(g) of the Disclosure Schedule if required to be set forth thereon (as it relates to the materiality thereof), any Company Plan sponsored or maintained by the Companies or which will be assumed hereunder by Buyer (including pursuant to Section 6.8(f)) as a result of the transactions contemplated hereby.