Common use of Employee Welfare Benefit Plans Clause in Contracts

Employee Welfare Benefit Plans. On the Closing Date, the US Buyer or its Affiliates shall have in effect employee welfare benefit plans for the benefit of Company Continuing Employees on and after the Closing Date. Any such employee welfare benefit plan will give effect, in determining any deductible and maximum out-of-pocket limitations, to amounts paid by such Company Continuing Employees with respect to similar Employee Plans in which such Company Continuing Employees participated prior to the Closing Date. With respect to employee welfare benefit plans that provide health, dental, medical, life insurance, short-term disability, accidental death and dismemberment and other welfare benefits, Seller Parties shall retain responsibility for and continue to pay all plan expenses and benefits for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing provided such claims are submitted for payment within three hundred sixty-five (365) days after the Closing Date (including expenses or hospital confinements existing on the Closing Date), in each case, to the extent the aggregate amount of any and all such claims and related expenses and benefits exceed the reserve therefor set forth on the Final Statement or is not otherwise recoverable by the Company under applicable insurance policies. Seller Parties shall have no responsibility for expenses and benefits relating to any such claims incurred by Company Continuing Employees after the Closing Date (including for pre-existing conditions) under employee welfare benefit plans sponsored by the US Buyer or its Affiliates after the Closing. The US Buyer shall be responsible for and pay all benefits due for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing (including expenses or hospital confinements existing on the Closing Date) to the extent such claims are submitted for payment more than three hundred sixty-five (365) days after the Closing Date.

Employee Welfare Benefit Plans. On Purchaser shall, or shall cause the Closing Date, the US Buyer Company or its Affiliates shall have in effect to, sponsor employee welfare benefit plans for the benefit of Company Continuing Employees on and after the Closing Date. Any such employee welfare benefit plan will give effect, in determining any deductible and maximum out-of-pocket limitations, to amounts paid by such Company Continuing Employees with respect to similar Employee Benefit Plans in which such Company Continuing Employees participated prior to the Closing Date. With respect to employee welfare benefit plans that provide health, dental, medical, life insurance, short-term disability, accidental death and dismemberment and other welfare benefitsbenefits (other than with respect to long-term disability benefits and any benefits under an Employee Benefit Plan that are provided to pre-Closing retirees), (i) Seller Parties shall retain responsibility for and continue to pay all plan expenses and benefits for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing provided such claims are submitted for payment within three hundred sixty-five sixty (36560) days after the Closing Date (including expenses or hospital confinements existing on the Closing Date), in each case, to the extent the aggregate amount of any ) and all such claims and related expenses and benefits exceed the reserve therefor set forth on the Final Statement or is not otherwise recoverable by the Company under applicable insurance policies. (ii) Seller Parties shall have no responsibility for expenses and benefits relating to any such claims incurred by Company Continuing Employees after the Closing Date (including for pre-existing conditions) under employee welfare benefit plans sponsored by the US Buyer Purchaser or its Affiliates after the Closing). The US Buyer Purchaser shall be responsible for and pay all benefits due for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing (including expenses or hospital confinements existing on the Closing Date) to the extent such claims are submitted for payment more than three hundred sixty-five after December 31, 2006. All responsibilities, obligations, liabilities and commitments retained by Seller pursuant to clause (365i) days after of the Closing Datepreceding sentence shall be considered Excluded Liabilities for purposes of this Agreement.

Employee Welfare Benefit Plans. On Buyer Parent and Parent acknowledge and agree that (i) Parent’s benefit plans shall be responsible for all liabilities and obligations for medical, dental, health and life insurance benefits pursuant to the terms of its and its Affiliates’ plans with respect to any claims incurred by Continuing Employees and their dependents on or before the Closing Date, whether or not reported as of the US Closing Date, and (ii) Buyer or Parent shall be responsible for all liabilities and obligations for medical, dental, health and life insurance benefits pursuant to the terms of its Affiliates shall have in effect employee welfare benefit plans for the benefit of Company Employee Welfare Benefit Plans with respect to any claims incurred by Continuing Employees on and their dependents after the Closing Date. Any For purposes of this Section 6.7(d), a claim shall be deemed to have been incurred upon the incurrence by a Continuing Employee or dependent of a qualified expense for which reimbursement or payment is sought. Buyer Parent shall cause the Acquired Entities and their insurers to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Continuing Employees under the Employee Welfare Benefit Plans in which such employee welfare benefit plan Continuing Employees may be eligible to participate following the Closing, other than waiting periods that are already in effect with respect to such Continuing Employees under Parent’s plans and that have not been satisfied as of the Closing Date under any Employee Welfare Benefit Plan of Parent or its Affiliates in which such Continuing Employees participate immediately prior to the Closing Date (but anyone who has not satisfied a waiting period will give effectbe credited under Buyer Parent’s plans for the individual’s period of employment with Parent), and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Closing Date in determining the year in which the Closing Date occurs in satisfying any applicable deductible and maximum or out-of-pocket limitations, to amounts paid by requirements under any Employee Welfare Benefit Plan in which such Company Continuing Employees with respect are eligible to similar participate after the Closing Date, as if those deductibles or co-payments had been paid under the Employee Welfare Benefit Plans in which such Company Continuing Employees participated prior are eligible to participate for the Closing Date. With respect to employee welfare benefit plans that provide health, dental, medical, life insurance, short-term disability, accidental death and dismemberment and other welfare benefits, Seller Parties shall retain responsibility for and continue to pay all plan expenses and benefits for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing provided such claims are submitted for payment within three hundred sixty-five (365) days after year in which the Closing Date (including expenses or hospital confinements existing on occurs. Following the Closing Date)Closing, in each case, to the extent the aggregate amount of any and all such claims and related expenses and benefits exceed the reserve therefor set forth on the Final Statement or is not otherwise recoverable by the Company under applicable insurance policies. Seller Parties shall have no responsibility for expenses and benefits relating to any such claims incurred by Company Continuing Employees after the Closing Date (including for pre-existing conditions) under employee welfare benefit plans sponsored by the US Buyer Parent or its Affiliates after shall provide eligible employees with health and life insurance benefits required to be provided under the Closing. The US Buyer shall be responsible for and pay all benefits due for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees Benefit Plans of Parent or their covered dependents before the Closing (including expenses or hospital confinements existing its Affiliates as in effect on the Closing Date) date of this Agreement, in accordance with their terms, subject to the extent Parent’s continuing right to modify, amend or terminate such claims are submitted for payment more than three hundred sixty-five (365) days after the Closing Dateplan at any time.

Employee Welfare Benefit Plans. On the Closing Date, the US Buyer Each Transitioned Employee shall be eligible as of his or its Affiliates shall have her Employment Effective Date to participate immediately in effect Supplier’s employee welfare benefit plans for the benefit of Company Continuing Employees on and after the Closing Date. Any such employee (“welfare benefit plan will give effectplans”), in determining any deductible and maximum out-of-pocket limitationswhich shall include medical care, to amounts paid by such Company Continuing Employees with respect to similar Employee Plans in which such Company Continuing Employees participated prior to the Closing Date. With respect to employee welfare benefit plans that provide healthhospitalization, dental, medical, life insurance, short-term disabilitylife, accidental death and dismemberment and other welfare dismemberment, prescription drug, dental insurance benefits, Seller Parties shall retain responsibility for short term disability and continue to pay all plan expenses and benefits for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing provided such claims are submitted for payment within three hundred sixty-five (365) days after the Closing Date (including expenses or hospital confinements existing on the Closing Date), in each caselong term disability, to the extent such benefits are provided to similarly situated Supplier employees. Subject to the aggregate amount general comparability requirements of any Section 8.2.1, eligibility for, the benefits of, and the amount, if any, of employee contributions toward welfare plan coverage will be determined by Supplier; provided, however, that each of Supplier’s welfare plans shall waive all such claims and related expenses and benefits exceed the reserve therefor set forth on the Final Statement or is not otherwise recoverable by the Company under applicable insurance policies. Seller Parties shall have no responsibility for expenses and benefits relating to any such claims incurred by Company Continuing Employees after the Closing Date (including for pre-existing conditions) under condition exceptions, evidence of insurability, exclusionary provisions and/or waiting periods for each such Transitioned Employee and any eligible spouse or covered CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. dependents (except that proof of insurability may be required for life insurance coverage that exceeds the coverage amount such employee welfare benefit plans sponsored had with Kraft as of the Effective Date). In addition, any deductible amounts paid by any Transitioned Employee in the US Buyer calendar year of his or its Affiliates after the Closing. The US Buyer her Employment Effective Date shall be responsible applied toward any deductible requirement by Supplier’s group insurance program for and pay all benefits due for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees the calendar year of his or their covered dependents before the Closing (including expenses or hospital confinements existing on the Closing Date) to the extent such claims are submitted for payment more than three hundred sixty-five (365) days after the Closing Dateher Employment.