Transferred Subsidiary Benefit Plan definition

Transferred Subsidiary Benefit Plan has the meaning set forth in the “Benefit Plans” definition.
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Transferred Subsidiary Benefit Plan means any Employee Benefit Plan that is sponsored by a Transferred Subsidiary or any employment agreement between a Transferred Subsidiary, on the one hand, and an employee of a Transferred Subsidiary, on the other hand.
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Transferred Subsidiary Benefit Plan means each Business Benefit Plan that is sponsored, maintained or entered into by a Transferred Subsidiary.
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Examples of Transferred Subsidiary Benefit Plan in a sentence

  • No litigation or governmental investigation is pending or threatened with respect to a U.S. Benefit Plan which is a Transferred Subsidiary Benefit Plan or any Benefit Plan for which the Purchaser will incur a Liability on or following Closing (other than routine claims for benefits) and no fact or event exists that could reasonably be expected to give rise to such action.

  • There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to a U.S. Benefit Plan which is a Transferred Subsidiary Benefit Plan or any Benefit Plan for which the Purchaser will incur a Liability on or following Closing.

  • No U.S. Transferred Subsidiary Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA.

  • Each Transferred Subsidiary Benefit Plan and Assumed Plan has been maintained in compliance with its terms and Applicable Law, except for failures to comply that would not reasonably be expected to individually result in a Liability in excess of $1,000,000.

  • No action, suit, investigation, audit, proceeding or claim (other than routine claims for benefits) is pending against or involves or, to Seller’s knowledge, is threatened against or threatened to involve, any Transferred Subsidiary Benefit Plan or Assumed Plan before any Governmental Authority, except for such matters as would not individually result in a Liability in excess of $5,000,000.

  • In respect of any International Plan that provides retirement benefits and that is a Transferred Subsidiary Benefit Plan or Assumed Plan, Buyer shall ensure that such Transferred Subsidiary Benefit Plan or Assumed Plan, for the Relevant Period, continues to provide benefits in respect of each participating Transferred Employee that are not less favorable in the aggregate to the benefits provided under such plan as in effect immediately prior to the Applicable Transfer Time.

  • Each Transferred Subsidiary Benefit Plan and Assumed Plan has been maintained in compliance with its terms and applicable Law in all material respects and no event has occurred and no condition exists with respect to any Benefit Plan that could subject to the Business to any material tax, fine, lien, penalty or other Liability imposed by ERISA, the Code, or any other applicable Law.


More Definitions of Transferred Subsidiary Benefit Plan

Transferred Subsidiary Benefit Plan means each Business Benefit Plan that is sponsored, maintained or entered into by a Transferred Subsidiary. “Umbrella Secrecy Agreement” means that certain Umbrella Secrecy Agreement to be entered into by and between Seller and the Company, or theirrespective Affiliates, the form of which is attached hereto as Exhibit N.
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Transferred Subsidiary Benefit Plan means each Employee Benefit Plan that is solely sponsored or maintained by a Transferred Subsidiary.
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Related to Transferred Subsidiary Benefit Plan

  • 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.

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

  • Canadian Benefit Plans means all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Credit Party having employees in Canada.

  • 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.

  • 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.

  • Canadian Benefit Plan means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, providing material employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Borrower has any liability with respect to any employee or former employee, but excluding any Canadian Pension Plans.

  • 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;

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

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

  • 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 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;

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

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

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

  • 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.

  • 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 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.

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

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

  • Foreign Employee Benefit Plan means any employee benefit plan as defined in Section 3(3) of ERISA which is maintained or contributed to for the benefit of the employees of the Company, any of its respective Subsidiaries or any members of its Controlled Group and is not covered by ERISA pursuant to ERISA Section 4(b)(4).

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

  • Benefit Plan Entity shall have the meaning assigned to such term in Section 3.9.

  • ERISA Affiliate Plan means each Employee Benefit Plan sponsored or maintained or required to be sponsored or maintained at any time by any ERISA Affiliate, or to which such ERISA Affiliate makes or has made, or has or has had an obligation to make, contributions at any time, or with respect to which such ERISA Affiliate has any liability or obligation.

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