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

  • 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”).

  • 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.

  • Each of the Xxxxx Benefit Plans is, and its administration (including, without limitation, with respect to reporting and disclosure) is and has been, in material compliance with its terms and, to the extent applicable, with ERISA, the Code (including, without limitation, all tax rules compliance with which is required for any intended favorable tax treatment) and any and all other applicable Law.

  • Any of the Xxxxx Benefit Plans which is an "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA, is referred to herein as a "Xxxxx ERISA Plan." Each Xxxxx ERISA Plan which is also a "defined benefit plan" (as defined in Section 414(j) of the Internal Revenue Code) is referred to herein as a "Xxxxx Pension Plan." No Xxxxx Pension Plan is or has been a multiemployer plan within the meaning of Section 3(37) of ERISA.

  • Savannah also shall, and shall cause its Subsidiaries to, honor in accordance with their terms all employment, severance, consulting and other compensation Contracts disclosed in Section 8.13 of the Xxxxx Disclosure Memorandum between any Xxxxx Entity and any current or former director, officer, or employee thereof, and all provisions for vested benefits or other vested amounts earned or accrued through the Effective Time under the Xxxxx Benefit Plans.

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

  • Xxxxxxx-Xxxxxx and Xxxxx shall share, Xxxxxxx-Xxxxxx shall cause each applicable member of the Xxxxxxx-Xxxxxx Group to share, and Xxxxx shall cause each applicable member of the Xxxxx Group to share, with each other and their respective agents and vendors all participant information necessary for the efficient and accurate administration of each of the Xxxxxxx-Xxxxxx Benefit Plans and the Xxxxx Benefit Plans following the Distributions Time.

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

  • 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 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”.

  • 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.

  • 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 4.10(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 any Employee Benefit Plan maintained by, sponsored by or contributed to by, or obligated to be contributed to by any Parent Group Entity.

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

  • 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 each "employee benefit plan," as such term is defined in Section 3(3) of ERISA, that (A)(i) is subject to any provision of ERISA and (ii) is maintained or contributed to by the Company, or (B)(i) is subject to any provision of Title IV of ERISA and (ii) is maintained or contributed to by any of the Company's ERISA Affiliates.

  • 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.

  • 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.

  • 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 employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any Loan Party has any liability with respect to any of its employees or former employees employed in Canada, and includes any Canadian Pension Plan.