Xxxxxx Benefit Plans means each “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, and each employment, consulting, bonus, incentive or deferred compensation, retirement or post-retirement, vacation, stock option, stock purchase, phantom stock, stock appreciation rights, restricted stock, restricted stock unit, deferred stock unit, stock based or other equity-based, severance, termination, retention, change of control, profit-sharing, fringe benefit or other similar plan, program, agreement or commitment, whether written or unwritten, for the benefit of any employee, former employee, director or former director of Xxxxxx or any of its Subsidiaries entered into, maintained or contributed to by Xxxxxx or any of its Subsidiaries or to which Xxxxxx or any of its Subsidiaries is obligated to contribute, or with respect to which Xxxxxx or any of its Subsidiaries has any liability, direct or indirect, contingent or otherwise (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement) or otherwise providing benefits to any current, former or future employee, officer or director of Xxxxxx or any of its Subsidiaries or to any beneficiary or dependent thereof.
Xxxxxx 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 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 Xxxxxx or any of its Subsidiaries, to which Xxxxxx or any of its Subsidiaries is a party or is required to provide benefits under applicable law or in which any person who is currently, has been or, prior to the Effective Time, is expected to become an employee of Xxxxxx is a participant. Xxxxxx will provide Edge, within 30 days after the date hereof, with true and complete copies of the Xxxxxx Benefit Plans and, for each such plan, if applicable, the most recent trust agreement, all contracts relating to such plan with respect to which Xxxxxx or any of its Subsidiaries may have liability (including, without limitation, insurance contracts, service provider contracts, subscription and participation agreements, and investment manager contracts), the most recent Form 5500, the most recent summary plan description and all summaries of material modifications subsequently prepared, the most recent funding statement, the most recent annual report and actuarial report (if applicable), the most recent IRS determination letter (if such plan is intended to qualify under Section 401(a) of the Code) and any subsequent determination letter application, the most recent annual audited financial statements and opinion, the most recent annual and periodic accounting of plan assets, all material communications with any governmental entity or agency regarding such plan, and all material employee communications regarding such plan.
Xxxxxx Benefit Plans means all employee benefit plans and other benefit arrangements, including all “employee benefit plans” as defined in Section 3(3) of 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 Xxxxxx or any of its Subsidiaries or ERISA Affiliates or to which Xxxxxx or any of its Subsidiaries or ERISA Affiliates is a party or is required to provide benefits under Applicable Laws. Xxxxxx has made available to NAM true and complete copies of the Xxxxxx Benefit Plans and, if applicable, the most recent trust agreements, Forms 5500, summary plan descriptions, funding statements, annual reports, actuarial reports and Internal Revenue Service determination or opinion letters for each such plan.
Examples of Xxxxxx Benefit Plans in a sentence
As of immediately following the Distribution, except as otherwise specifically provided in this Agreement, (a) Xxxxxx shall, or shall cause one or more members of the Xxxxxx Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all Xxxxxx Benefit Plans, and (b) Cable shall, or shall cause one of the members of the Cable Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all Cable Benefit Plans.
Except as specifically provided in the foregoing documents delivered or made available to M&T, there are no amendments to any Xxxxxx Benefit Plans that have been adopted or approved nor has Xxxxxx or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new Xxxxxx Benefit Plans.
Each of the Xxxxxx Benefit Plans has been operated and administered in accordance with its terms and applicable laws, including but not limited to ERISA and the Code, except for such non-compliance which has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxxxx.
There has been no violation of ERISA with respect to the filing of applicable returns, reports, documents, and notices regarding any of the Xxxxxx Benefit Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of such notices or other documents to the participants or beneficiaries of such Xxxxxx Benefit Plans which, in either case, could result in a liability that would reasonably be expected to have a Material Adverse Effect on the Surviving Corporation.
None of the Xxxxxx Benefit Plans are multi-employer plans within the meaning of Section 3(37) of ERISA.
More Definitions of Xxxxxx Benefit Plans
Xxxxxx Benefit Plans has the meaning ascribed thereto in Section 3.1(cc)(i);
Xxxxxx Benefit Plans has the meaning set forth in Section 4.13(a) hereof.
Xxxxxx Benefit Plans has the meaning set forth in Section 6.18(a)(ii). “Xxxxxx Contracts” has the meaning set forth in Section 6.14(b).
Xxxxxx Benefit Plans means any material pension or retirement income plans or other benefit plans, agreements, policies, programs, arrangements, practices or undertakings, whether written or oral, funded or unfunded, insured or uninsured, registered or unregistered, which are maintained by or binding upon Xxxxxx or any of its Subsidiaries or for which Xxxxxx or its Subsidiaries has, or will have, any liability or contingent liability, or pursuant to which payments are made, or benefits are provided to, or an entitlement to payments or benefits may arise with respect to, any employees or former employees of Xxxxxx or its Subsidiaries, directors or officers of Xxxxxx or its Subsidiaries, individuals working on contract with Xxxxxx or its Subsidiaries, or other individuals providing services to Xxxxxx or its Subsidiaries (or any spouses, dependants, survivors or beneficiaries of such persons) excluding any Union Plans, Walter’s or any of its Subsidiaries’ equity based plans, and other security-based compensation arrangements;
Xxxxxx Benefit Plans has the meaning set forth in Section 7(y) below.
Xxxxxx Benefit Plans means all material written pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus, or other incentive plan, all other material written employee programs or agreements, all medical, vision, dental, or other written health plans, all life insurance plans, and all other material written employee benefit plans or fringe benefit plans, including written "employee benefit plans" as that term is defined in Section 3(3) of ERISA maintained by, sponsored in whole or in part by, or contributed to by, any Xxxxxx Company for the benefit of employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries and under which employees, retirees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate. Any of the Xxxxxx Benefit Plans which is an "employee welfare benefit plan," as that term is defined in Section 3(l) of ERISA, or an "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA, is referred to herein as a "Xxxxxx ERISA Plan." Any Xxxxxx ERISA Plan which is also subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA, is referred to herein as a "Xxxxxx Pension Plan." Neither Xxxxxx nor any Xxxxxx Company has an "obligation to contribute" (as defined in ERISA Section 4212) to a "multiemployer plan" (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)). Each "employee pension benefit plan," as defined in Section 3(2) of ERISA, ever maintained by any Xxxxxx Company, that was intended to qualify under Section 401(a) of the Internal Revenue Code is disclosed as such in Section 5.14 of the Xxxxxx Disclosure Memorandum.
Xxxxxx Benefit Plans means the Benefit Plans of Xxxxxx Holding and its Subsidiaries.