Assumed Benefit Agreement definition

Assumed Benefit Agreement means any Benefit Agreement or any portion thereof, (a) that is contributed to, maintained or sponsored by any of the Acquired Subsidiaries, or (b) any assets or liabilities of which (i) Purchaser has explicitly agreed to assume pursuant to this Agreement or any Ancillary Agreement or (ii) will be transferred to Purchaser or its Affiliates under applicable Law as a result of the Transactions.
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Assumed Benefit Agreement means each Business Benefit Agreement (i) that Purchaser has expressly agreed to assume, or to cause its subsidiaries to assume, pursuant to any Transaction Document, (ii) that Purchaser or any of its subsidiaries is required to assume under applicable Law, Contract or CBA or (iii) to which the Transferred Entity is a party.
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Assumed Benefit Agreement means each Benefit Agreement (i) that Purchaser has explicitly agreed to assume or to cause any of its subsidiaries to assume pursuant to this Agreement or (ii) to which any of the Companies is a party.
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Examples of Assumed Benefit Agreement in a sentence

  • Grade 10 6 credits in teacher-taught high school level coursesGrade 11 12 credits in teacher-taught high school level coursesGrade 12 18 credits in teacher-taught high school level courses In rare cases, a student with less than 18 credits may be provisionally placed in Grade 12, if courses needed for graduation can be scheduled.

  • No Assumed Benefit Plan and no Assumed Benefit Agreement would result in the payment (whether in connection with a termination of employment or otherwise) of any “excess parachute payment” within the meaning of Section 280G of the Code as a result of the transactions contemplated by this Agreement.

  • To the knowledge of Seller, neither the Seller nor any of its subsidiaries has communicated to any Business Employee any intention or commitment to materially amend or modify any Assumed Benefit Plan or Assumed Benefit Agreement or to establish or implement any other material employee or retiree benefit or compensation plan or arrangement.

  • Notwithstanding anything herein to the contrary, other than (i) as required by applicable Law with respect to an Assumed Benefit Plan or Assumed Benefit Agreement or (ii) as a result of direct rollovers from the Seller 401(k) Plan to the Purchaser 401(k) Plan, there shall be no transfer of assets from any Business Benefit Plan to any employee benefit plan or arrangement maintained by Purchaser or its subsidiaries, except as otherwise may be agreed by and between both parties.


More Definitions of Assumed Benefit Agreement

Assumed Benefit Agreement shall have the meaning set forth in the Employee Matters Agreement. Annex 1-2
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Assumed Benefit Agreement means each Business Benefit Agreement (i) that Purchaser has agreed to assume, or to cause its subsidiaries to assume, pursuant to any Transaction Document, or (ii) that Purchaser or any of its subsidiaries is required to assume under applicable Law, Contract or CBA.
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Assumed Benefit Agreement means each Seller Benefit Agreement that is set forth in Section 3.16(a)(i) of the Disclosure Schedules.
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Related to Assumed Benefit Agreement

  • 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.

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

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

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

  • Defined Benefit Plan means each Benefit Plan which is subject to Part 3 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA.

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

  • Compensation and Benefit Plans has the meaning set forth in Section 5.03(m).

  • Defined Benefit Plan Fraction means a fraction, the numerator of which is the projected annual benefit (determined as of the close of the relevant Plan Year) of the Participant under all Defined Benefit Plans maintained by one or more Related Companies, and the denominator of which is the lesser of (a) the product of 1.25 multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the Code for the Plan Year, or (b) the product of 1.4 multiplied by the amount which may be taken into account under Section 415(b)(1)(B) of the Code with respect to the Participant for the Plan Year.

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

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

  • Medical Benefits Schedule means the Medicare Schedule of Benefits produced by the Department of Health to which all fees and benefits relate for inpatient hospital services.

  • 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;

  • 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 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.

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

  • Foreign Benefit Arrangement any employee benefit arrangement mandated by non-US law that is maintained or contributed to by any Group Member or any ERISA Affiliate.

  • 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 Agreement means any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other contract between any Group Company and any current or former employee, director or officer of such Group Company.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.

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

  • Health benefits plan means a benefits plan which pays or

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

  • Retirement Plans means the retirement income, supplemental executive retirement, excess benefits and retiree medical, life and similar benefit plans providing retirement perquisites, benefits and service credit for benefits at least as great in the aggregate as are payable thereunder prior to a Change in Control;