Employee Benefit Matters definition

Employee Benefit Matters subsection of Section 2.01 of the Disclosure Schedules contains a list of each material benefit, retirement, employment, consulting, compensation, incentive, bonus, stock option, restricted stock, stock appreciation right, phantom equity, Change in Control, severance, vacation, paid time off, welfare and fringe- benefit agreement, plan, policy and program, whether or not reduced to writing, in effect and covering one or more Employees, former employees of the Seller, current or former directors of the Seller or the beneficiaries or dependents of any such Persons, and is maintained, sponsored, contributed to, or required to be contributed to by the Seller, or under which the Seller has any material liability for premiums or benefits (as listed in the Employee Benefit Matters subsection of Section 2.01 of the Disclosure Schedules, each, a “Benefit Plan”).
Sample 1

Examples of Employee Benefit Matters in a sentence

  • Employee Benefit Matters Agreement by and between Consolidated Freightways, Inc.

  • Except for statutory or regulatory restrictions of general application or as set forth on Schedule E, no Governmental Entity has placed any restriction on the business or properties of the Company or any Company Subsidiary that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.(n) Employee Benefit Matters.

  • Notwithstanding the foregoing, the $1 Million Indemnity Deductible shall not apply to claims by Purchaser based on breaches of representations and warranties contained in Sections 2.11 (Employee Benefit Matters), 2.12 (Taxes) and Section 2A.5 (Title).

  • See “— Employee Benefit Matters — New Benefit Programs.” Except for the Chairman of the Board, directors who are not Oglebay’s employees historically received a fee of $12,000 per year and $900 for each board and committee meeting attended, including meetings of non-standing subcommittees.

  • Asset Purchase Agreement sections 3.10(a) (Litigation), 3.13(e) (Employee Benefit Matters), 3.14(a) (Labor Relations and Employment), 3.15(f) (Environmental Matters), 3.16(b) (Intellectual Property).

  • All representations, warranties, covenants and agreements of the parties contained in this Agreement shall survive the Closing Date until the second anniversary of the Closing Date, except for the representations and warranties of the Company contained in Sections 2.11 (Employee Benefit Matters), 2.12 (Taxes) and 2.16 (Environmental), which shall survive the Closing Date until the third anniversary of the Closing Date.

  • Notwithstanding the foregoing, an Option issued pursuant to the Employee Benefit Matters Agreement shall be deemed to be exercised in accordance with the procedures outlined in the Employee Benefit Matters Agreement.

  • The representations, warranties and agreements set forth in this Agreement shall terminate at the Effective Time, except that the agreements set forth in Article I, Section 6.4 (Public Disclosure), Section 6.5 (Reasonable Best Efforts and Further Assurances), Section 6.6 (Employees; Employee Benefit Matters), Section 6.8 (Director and Officer Indemnification), Section 8.3 (Expenses and Termination Fee) and this Article X shall survive the Effective Time.

  • The representations and warranties in Sections 3.12 (Taxes) and 3.13 (Employee Benefit Matters) shall survive the Closing until 30 days after the expiration of all relevant statutes of limitations (including all periods of extension, whether automatic or permissive).

  • Notwithstanding the foregoing, Options granted pursuant to the Employee Benefit Matters Agreement shall contain terms that are substantially the same as the terms contained in the IMPCO options to which they relate.

Related to Employee Benefit Matters

  • 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 Benefits means one or more benefits or services provided to:

  • Employee Benefit Plan means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

  • 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).

  • Employee Benefits Agreement means the Employee Benefits Agreement by and between Parent and SpinCo, which agreement shall be entered into prior to or on the Distribution Date in the form attached hereto as Exhibit 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.

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

  • 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.

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

  • Basic health benefit plan means any plan offered to an individual, a small group,

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

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

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

  • Medical benefit plan means a plan established and maintained by a carrier, a voluntary employees' beneficiary association described in section 501(c)(9) of the internal revenue code of 1986, 26 USC 501, or by 1 or more public employers, that provides for the payment of medical benefits, including, but not limited to, hospital and physician services, prescription drugs, and related benefits, for public employees or elected public officials. Medical benefit plan does not include benefits provided to individuals retired from a public employer or a public employer's contributions to a fund used for the sole purpose of funding health care benefits that are available to a public employee or an elected public official only upon retirement or separation from service.

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

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

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

  • Employee Welfare Benefit Plan has the meaning set forth in ERISA Section 3(1).

  • 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 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”.

  • Pension Benefit Plan means at any time any employee pension benefit plan (including a Multiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by any member of the Controlled Group for employees of any member of the Controlled Group; or (ii) has at any time within the preceding five years been maintained by any entity which was at such time a member of the Controlled Group for employees of any entity which was at such time a member of the Controlled Group.

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