Seller ERISA Affiliate definition

Seller ERISA Affiliate means any corporation, partnership, limited liability company, sole proprietorship, trade, business or other Person that, together with each Seller, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(1) of ERISA.

Seller ERISA Affiliate means any trade or business, whether or not incorporated, that together with Seller would be deemed a “single employer” within the meaning of Section 4001 of ERISA.

Seller ERISA Affiliate shall have the meaning set forth in Section 3.17(a) of this Agreement.

Examples of Seller ERISA Affiliate in a sentence

• None of Sellers or any Seller ERISA Affiliate sponsors, maintains or contributes to or, at any time during the last six years, has sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), nor does Seller or any Seller ERISA Affiliate have any liability with respect to, any "multiemployer plan," as defined in Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code, that covers (or covered) employees of Sellers.

• Schedule 3.14 lists each Employee Benefit Plan that Seller or any Seller ERISA Affiliate maintains or to which Seller or any Seller ERISA Affiliate contributes or with respect to which Seller or any Seller ERISA Affiliate has or may have any Liability.

• Schedule 3.15 lists each Employee Benefit Plan (as defined below) that each Seller or any trade or business, whether or not incorporated, that together with such Seller would be deemed a "single employer" within the meaning of Section 4001 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (a "Seller ERISA Affiliate") maintains or to which Seller or any Seller ERISA Affiliate contributes.

• Each Business Benefit Plan has been administered in accordance with its terms in all material respects and the applicable Seller, ERISA Affiliate or Acquired Company, as the case maybe, has met its obligations in all material respects with respect to such Business Benefit Plan.

• The requirements of COBRA have been met with respect to each such Employee Benefit Plan and each Employee Benefit Plan maintained by a Seller ERISA Affiliate that is an Employee Welfare Benefit Plan subject to COBRA.

More Definitions of Seller ERISA Affiliate

Seller ERISA Affiliate means any person (as defined in Section 3(9) of ERISA) that is or has been a member of any group of persons described in Section 414(b), (c), (m) or (o) of the Code, including without limitation Seller or any of the Seller Subsidiaries.

Seller ERISA Affiliate shall have the meaning set forth in Section 4.13(c) hereof;

Seller ERISA Affiliate has the meaning set forth in Section 6(n).

Seller ERISA Affiliate means any entity which is a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes the Seller. Complete and accurate copies of (i) all the Seller Employee Benefit Plans which have been reduced to writing, (ii) written summaries, if any, of all unwritten the Seller Employee Benefit Plans, (iii) all related trust agreements, insurance contracts and summary plan descriptions, if any, and (iv) the most recent annual report filed, if any, on IRS Form 5500, 5500C or 5500R for each the Seller Employee Benefit Plan, have been delivered to the Buyer. Each the Seller Employee Benefit Plan has been administered in all material respects in accordance with its terms, and each of the Seller and Seller ERISA Affiliates has in all material respects met its obligations with respect to such the Seller Employee Benefit Plan and has made all contributions thereto which are required to be made prior to the date hereof. With respect to each the Seller Employee Benefit Plan, the Seller and each Seller ERISA Affiliate has prepared in good faith and timely filed all requisite government reports (which were true and correct in all material respects as of the date filed) and has properly and timely filed an distributed or posted all notices and reports to employees required to be filed, distributed or posted. the Seller and all the Seller Employee Benefit Plans are in compliance in all material respects with the currently applicable provisions of ERISA and the Code and the regulations thereunder.

Seller ERISA Affiliate has the meaning set forth in Section 4.13(a). "Seller Guarantees" has the meaning set forth in Section 9.1(h). "Seller Indemnified Parties" has the meaning set forth in Section 10.3(a). "Seller Material Adverse Effect" means any Event that has, or would be reasonably expected to have, a material and adverse effect on (i) the business, assets, liabilities, condition (financial or otherwise), or operating results of the Seller, or (ii) the ability of the Seller or the Shareholder to perform its obligations under this Agreement or any of the Ancillary Agreements to which it is or will become a party, and the transactions contemplated hereby and thereby in a timely manner; provided that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Seller Material Adverse Effect: any Event arising from or relating to (A) changes in national or international political or social conditions, including acts of sabotage or terrorism, or the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war (it being understood that any such conditions or acts may be the cause of a Seller Material Adverse Effect,) (B) changes in general economic conditions or in U.S. or global financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (C) the taking of any action contemplated by this Agreement and the Ancillary Agreements, (D) any acts or omissions of the Buyer prior to the Closing, (E) any acts or omissions of the Seller prior to Closing taken at the written request of the Buyer or with the prior written consent of the Buyer, (F) the existence of any item fully and properly disclosed in the Disclosure Schedules hereto which have been delivered by Seller. "Seller's Liability Amount" shall have the meaning set forth in Section 10.2(b)(iv). "Seller's Tax Group" means the affiliated group of corporations of which Shareholder is the common parent corporation within the meaning of Section 1504 of the Code or any similar provision of state or local Tax Law which files a consolidated Tax Return. "Servicing" means residential mortgage loan servicing and subservicing rights and obligations and the exercise or performance thereof, including one or more of the following functions (or a portion thereof): (i) the administration and collection of payments for t...

Seller ERISA Affiliate as defined in Section 3.7.

Seller ERISA Affiliate has the meaning set forth in Section 3.09(d).