Common use of Certain Welfare Benefits Matters Clause in Contracts

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately following the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, have in effect Employee Benefit Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectively, “New Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shall, and shall cause the Parent Subsidiaries to, (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Employees and their dependents and beneficiaries under the New Welfare Plans to the extent waived under the applicable corresponding Employee Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Employee and his or her eligible dependents and beneficiaries with credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior to the Effective Time in the calendar year in which the Effective Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Welfare Plans in which such WRECO Employee participates.

Appears in 4 contracts

Samples: Voting Agreement (Weyerhaeuser Real Estate Co), Voting Agreement (Weyerhaeuser Co), Voting Agreement (Weyerhaeuser Co)

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Certain Welfare Benefits Matters. (i) Without limiting any other provision of this Section 6.07, with respect to any Purchaser Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability and other group welfare benefits for the generality of Section 9.08(bCompany Employees (the “Purchaser Welfare Plans”), as of immediately following the Effective Time, Parent shall, and Purchaser shall cause the Parent Subsidiaries to, have in effect Employee Benefit Purchaser Welfare Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA to (collectively, “New Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shall, and shall cause the Parent Subsidiaries to, (Ai) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Company Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans to the extent satisfied or waived under the applicable corresponding Employee Seller Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution Closing; (eachii) waive for a period of six months, a “Weyerhaeuser Welfare Plan”) or until the end of the calendar year in which Closing occurs, whichever occurs first, any employee contribution to any medical insurance premium otherwise paid by Purchaser or Purchaser’s employees; and (Biii) provide each WRECO Company Employee and his or her eligible dependents and beneficiaries with credit under New Welfare Plans for any coout-payments of-pocket expenses and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior to the Effective Time Closing in the calendar year in which the Effective Time Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans in which such WRECO Company Employee participatesparticipates after the Closing. Without limiting the scope of Section 6.07(g), Purchaser shall assume all Liabilities and obligations of Seller and its affiliates to the Company Employees and their dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and similar state and local law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Anglogold Ashanti LTD), Stock Purchase Agreement (Newmont Mining Corp /De/)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately following the Effective Time, Parent Purchaser shall, and shall cause the Parent Purchaser Subsidiaries to, have in effect Employee Benefit Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectively, “New Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shall, and shall cause the Parent Subsidiaries use commercially reasonable efforts to, (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Group Member Employees and their dependents and beneficiaries under Employee Benefit Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (any such plans that are not Transferred Group Employee Benefit Plans, “New Welfare Plans Plans”) to the extent waived under the applicable corresponding Employee Benefit Plan sponsored or maintained by Weyerhaeuser Parent or the Weyerhaeuser Parent Subsidiaries immediately prior to the Distribution Closing (each, a “Weyerhaeuser Parent Welfare Plan”) and (B) provide each WRECO Transferred Group Member Employee and his or her eligible dependents and beneficiaries with credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Parent Welfare Plans prior to the Effective Time Closing in the calendar year in which the Effective Time Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Welfare Plans in which such WRECO Transferred Group Member Employee participates.

Appears in 1 contract

Samples: Purchase Agreement (NRG Energy, Inc.)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), Effective as of immediately following the Effective Closing and applicable to claims incurred with respect to any Transferred Employee (or any dependent or beneficiary thereof) after the applicable Transfer Time, Parent Purchaser shall, and shall cause its subsidiaries (including the Parent Subsidiaries Transferred Entity) to, have in effect Employee Benefit Plans that are “for the benefit of the Transferred Employees employee welfare benefit plans” within , programs and arrangements providing access to medical, dental, health, non-occupational short-term disability and long-term disability benefits and any other employee welfare benefit plans, programs and arrangements required by applicable Law, but (without limiting the meaning generality of Section 3(1Sections 6.07(b) of ERISA or 6.07(d)) expressly excluding any retiree medical benefits (collectively, the New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent Purchaser shall, and shall cause its subsidiaries (including the Parent Subsidiaries to, Transferred Entity (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans Plans, to the extent waived under the applicable corresponding Employee Business Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (eachapplicable Transfer Time, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New the terms of the Purchaser Welfare Plans for any co-payments and deductibles paid under the applicable corresponding Weyerhaeuser Welfare Business Benefit Plans prior to the Effective applicable Transfer Time in the calendar year in which the Effective applicable Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans Plan in which such WRECO Transferred Employee participates.

Appears in 1 contract

Samples: Purchase Agreement (Weyerhaeuser Co)

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Certain Welfare Benefits Matters. (i%4) Without limiting the generality of Section 9.08(b), Effective as of immediately following the Effective Closing and applicable to claims incurred with respect to any Transferred Employee (or any dependent or beneficiary thereof) after the applicable Transfer Time, Parent Purchaser shall, and shall cause its subsidiaries (including the Parent Subsidiaries Transferred Entity) to, have in effect Employee Benefit Plans that are “for the benefit of the Transferred Employees employee welfare benefit plans” within , programs and arrangements providing access to medical, dental, health, non-occupational short-term disability and long-term disability benefits and any other employee welfare benefit plans, programs and arrangements required by applicable Law, but (without limiting the meaning generality of Section 3(1Sections 6.07(b) of ERISA or 6.07(d)) expressly excluding any retiree medical benefits (collectively, the New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent Purchaser shall, and shall cause its subsidiaries (including the Parent Subsidiaries to, Transferred Entity (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans Plans, to the extent waived under the applicable corresponding Employee Business Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (eachapplicable Transfer Time, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New the terms of the Purchaser Welfare Plans for any co-payments and deductibles paid under the applicable corresponding Weyerhaeuser Welfare Business Benefit Plans prior to the Effective applicable Transfer Time in the calendar year in which the Effective applicable Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans Plan in which such WRECO Transferred Employee participates.

Appears in 1 contract

Samples: Purchase Agreement (International Paper Co /New/)

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