Xxxxx Benefit Plans definition

Xxxxx Benefit Plans means all material employee benefit plans and other material benefit arrangements, including all “employee benefit plans” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not U.S.-based plans, and all other material employee benefit, bonus, incentive, deferred compensation, stock option (or other equity-based), severance, employment, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans, practices or agreements, whether or not subject to ERISA or U.S.-based and whether written or oral, sponsored, maintained or contributed to or required to be contributed to by Xxxxx or any of its Subsidiaries, to which Xxxxx or any of its Subsidiaries is a party or is required to provide benefits under Applicable Law. As of the date hereof, there is no unsatisfied liability associated with any terminated Xxxxx Benefit Plan. A true and correct copy of each Xxxxx U.S. Benefit Plan has been made available to Schlumberger. Within twenty (20) business days after the date hereof, Xxxxx will make available to Schlumberger a true and correct copy of each Xxxxx Foreign Benefit Plan. With respect to each Xxxxx U.S. Benefit Plan, Xxxxx has made available to Schlumberger a true and correct copy of (i) the most recent annual report (Form 5500) filed with the applicable Governmental Entity (with respect to Xxxxx U.S. Benefit Plans for which Form 5500’s are filed), (ii) each such Xxxxx U.S. Benefit Plan that has been reduced to writing and all amendments thereto, (iii) each trust agreement, insurance contract or administration agreement relating to each such Xxxxx U.S. Benefit Plan, (iv) the most recent summary plan description or other written explanation of each Xxxxx U.S. Benefit Plan provided to participants, (vi) the most recent actuarial report or valuation relating to a Xxxxx U.S. Benefit Plan subject to Title IV of ERISA, (vii) the most recent determination letter or opinion letter, if any, issued by the Internal Revenue Service (“IRS”) with respect to any Xxxxx U.S. Benefit Plan intended to be qualified under Section 401(a) of the Code, (viii) any request for a determination currently pending before the IRS, and (ix) all material correspondence with the IRS, the U.S. Department of Labor, or Pension Benefit Guaranty Corporation relating to any outstanding controversy or with respect to any controversy that has been resolved in the previous three years.
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Xxxxx Benefit Plans means any pension or retirement income plans or other employee compensation, other than equity- or security-based compensation arrangements, or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Xxxxx or for which Xxxxx could have any liability;
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Examples of Xxxxx Benefit Plans in a sentence

  • The Xxxx Xxxxx Disclosure Letter lists the number of shares of Xxxx Xxxxx Common Stock and Xxxx Xxxxx Preferred Stock reserved for issuance as of the Xxxx Xxxxx Capital Stock Disclosure Date under each of the Xxxx Xxxxx Benefit Plans (as defined) or otherwise.

  • Except as set forth in Section 3.2(b), as of the date hereof, there are no options, restricted stock or other equity-based awards issued by Xxxxx or any Xxxxx Subsidiary currently outstanding under the Xxxxx Benefit Plans or otherwise.

  • Within twenty (20) business days after the date hereof, Xxxxx will provide Schlumberger with a list of all Xxxxx Benefit Plans that are not Xxxxx U.S. Benefit Plans (each, a “Xxxxx Foreign Benefit Plan” and collectively, the “Xxxxx Foreign Benefit Plans”).

  • Nothing herein shall limit the ability of NBT to amend or terminate any of the Xxxxx Benefit Plans or NBT Benefit Plans in accordance with their terms at any time.

  • None of the Penns Xxxxx Benefit Plans is a “multiemployer plan” (within the meaning of ERISA Section 3(37)) and none of Penns Xxxxx, the Penns Xxxxx Subsidiaries, or any ERISA Affiliate has any liability with respect to a multiemployer plan that remains unsatisfied.

  • Except as contemplated by this Agreement or as set forth in Schedule 3.10(g), Xxxxx has not amended, or taken any other actions with respect to any of the Xxxxx Benefit Plans or any of the plans, programs, agreements, policies or other arrangements described in Section 3.10(d) of this Agreement since December 31, 1994.

  • Except as provided in subsection 6.07(e) above, Xxxxx employees shall continue to be covered under the Xxxxx Benefit Plans.

  • None of the Xxxxx Benefit Plans is a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or a “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA).

  • Except as contemplated by this Agreement or as set forth in Schedule 3.08(g), Xxxxx has not amended, or taken any actions with respect to, any of the Xxxxx Benefit Plans or any of the plans, programs, agreements, policies or other arrangements described in Section 3.08(d) of this Agreement since December 31, 1998.

  • Until such time as Xxxxx shall cause the Covered Employees to participate in the applicable Xxxxx Benefit Plans, the continued participation of the Covered Employees in the FSB Benefit Plans shall be deemed to satisfy the foregoing provisions of this clause (it being understood that participation in Xxxxx Benefit Plans may commence at different times with respect to each of Xxxxx Benefit Plans).

Related to Xxxxx Benefit Plans

  • Seller Benefit Plans shall have the meaning ascribed thereto in Section 4.11(a) hereof.

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

  • 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).

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

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

  • 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”.

  • 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.

  • Company Employee Plans has the meaning set forth in Section 3.12(a).

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

  • Company Plans has the meaning set forth in Section 3.13(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.

  • 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.

  • 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.

  • Employee Plans means all Benefit Arrangements, Multiemployer Plans, Pension Plans and Welfare Plans.

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

  • 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.

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

  • 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.

  • Group health benefit plan means any health care plan, subscription contract, evidence of

  • 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.

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

  • 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.