Common use of Health and Welfare Plans Clause in Contracts

Health and Welfare Plans. (i) The Buyer shall cause the health and welfare plans that it establishes or maintains to cover Transferred Employees (the “Buyer’s Health and Welfare Plans”) to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination or otherwise provide evidence of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior to the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. (ii) The Buyer shall cause Buyer’s Health and Welfare Plans to recognize and give credit for (A) all amounts applied to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit year in which the Closing Date occurs, and (B) all benefits paid to Transferred Employees under the Company’s Health and Welfare Plans, during and prior to the benefit limit year in which the Closing Date occurs, for purposes of determining when such persons have reached their lifetime maximum benefits under Buyer’s Health and Welfare Plans. (iii) The Buyer’s Health and Welfare Plans shall include both a flexible spending account component and a dependent care spending account component and assume all Liabilities associated with such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of the Closing Date in an amount not materially less than would have been payable under the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the Closing.

Health and Welfare Plans. (i) The Buyer shall cause the All Liabilities relating to, arising out of, or resulting from health and welfare plans coverage or claims incurred by or on behalf of each Transferred System Employee under any Time Warner Cable Benefit Plan that it establishes is a health or maintains to cover Transferred Employees welfare plan within the meaning of Section 3(1) of ERISA (the “Buyer’s each a "Time Warner Cable Health and or Welfare Plans”Plan") to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination shall be Liabilities of Holdco or otherwise provide evidence one of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior its Affiliates to the extent such Liabilities are reflected in the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for Net Liabilities Amount used in calculating the remainder of the period or periods for which such elections are by their terms applicableFinal Adjustment Amount. (ii) The Buyer Other than as required by COBRA, each Transferred System Employee shall cause Buyer’s cease to participate in any Time Warner Cable Health or Welfare Plan as of the Closing. (iii) Each Comcast Transferred System Employee who, after the recognition of service provided for in Section 3.1(d) satisfies the eligibility requirements under the applicable Comcast Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each, a "Comcast Health or Welfare Plan"), shall be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Comcast Subsidiary or one of its Affiliates in the Comcast Health or Welfare Plans then available to similarly situated employees of Comcast Subsidiary or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Comcast Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Comcast Subsidiary or any of its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Comcast Transferred System Employees that, as of immediately prior to the Closing, were recognized under any Time Warner Cable Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Comcast Health or Welfare Plan as of the Closing with respect to that same plan year. (iv) With respect to any Comcast Transferred System Employee and his or her dependents (if any) who were covered under any Time Warner Cable Health or Welfare Plans, during and Plan immediately prior to the benefit limit year in which Closing, Comcast Subsidiary shall take, or cause to be taken, the Closing Date occursappropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the corresponding Comcast Health or Welfare Plan (if any) are waived with respect to such Comcast Transferred System Employee, for purposes of determining when to the extent that such persons have reached their lifetime maximum benefits requirements and exclusions were waived under Buyer’s any similar corresponding Time Warner Cable Health and Welfare PlansPlan. (iiiv) The Buyer’s Health Upon the written request of Comcast Subsidiary or one of its Affiliates delivered to Time Warner Cable at least 60 days prior to the expected Closing Date, Time Warner Cable shall, or shall cause its Affiliates to, permit those Transferred System Employees on long-term disability or who are receiving retiree life or retiree medical benefits at the time of the Closing and Welfare Plans who are listed on a Schedule 3.1(g)(v) (the "Selected Employees"), such Schedule 3.1(g)(v) to be updated ten Business Days prior to the expected Closing Date, to continue to receive such coverage under the applicable long-term disability, retiree medical or retiree life plan, as applicable, sponsored or maintained by Time Warner Cable or its Affiliates and the Actuarial Amount shall include both a flexible spending be determined and taken into account component as provided in Section 1.1 in the definition of "Cash Amount" and a dependent care spending account component as provided in Section 2.5(g) in the definition of "Closing Net Liabilities Amount". If Comcast Subsidiary or one of its Affiliates makes the request provided in the first sentence of this Section 3.1(g)(v), except for the payment of the Actuarial Amount, any Liability associated with any long-term disability, retiree life or retiree medical benefits, as applicable, relating to or in connection with the Selected Employees shall not be an Assumed Liability and shall be included in the meaning of Excluded Liabilities. If Comcast Subsidiary or one of its Affiliates does not make the request provided in the first sentence of this Section 3.1(g)(v), Comcast Subsidiary shall assume all Liabilities associated with any long-term disability, retiree life or retiree medical benefits relating to or in connection with the Selected Employees and such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer Liabilities shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of reflected in the Closing Date Net Liabilities Amount used in an amount not materially less than would have been payable under calculating the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the ClosingFinal Adjustment Amount.

Health and Welfare Plans. (i) The Buyer Other than as required by COBRA, each Transferred Native Employee shall cause cease to participate in each Benefit Plan that is a health or welfare plan within the health and welfare plans that it establishes meaning of Section 3(1) of ERISA maintained or maintains to cover Transferred Employees sponsored by Transferor Parent or any of its Affiliates (the each, a “Buyer’s Transferor Health and or Welfare PlansPlan”) to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination or otherwise provide evidence of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior to the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicableClosing. (ii) The Buyer Each Transferred Native Employee who, after the recognition of service provided for in Section 3.1(c) satisfies the eligibility requirements under the applicable Benefit Plan that is health or welfare plan within the meaning of Section 3(1) of ERISA maintained or sponsored by Transferee Parent or any of its Affiliates (the “Transferee Health or Welfare Plans”) shall cause Buyer’s be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Transferee Parent or one of its Affiliates in the Transferee Health or Welfare Plans then available to similarly situated employees of Transferee Parent or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Transferee Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Transferee Parent or its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Transferred Native Employees that, as of immediately prior to the Closing, were recognized under any Transferor Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Transferee Health and or Welfare Plans, during and prior to the benefit limit year in which Plan as of the Closing Date occurs, for purposes of determining when such persons have reached their lifetime maximum benefits under Buyer’s Health and Welfare Planswith respect to that same plan year. (iii) The Buyer’s Health and Welfare Plans shall include both a flexible spending account component and a dependent care spending account component and assume all Liabilities associated with such accounts with With respect to those any Transferred Employees Native Employee and his or her dependents (if any) who participated in such accounts were covered under any Transferor Health or Welfare Plan immediately prior to the Closing, Transferee Parent shall take, or cause to be taken, the appropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the Del Monte Corporation corresponding Transferee Health Care Spending Account or Welfare Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company (if any) are waived with respect to such accounts for the period prior Transferred Native Employee, to the Closingextent that such requirements and exclusions were waived under any similar corresponding Transferor Health or Welfare Plan. (iv) Buyer shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of the Closing Date in an amount not materially less than would have been payable under the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the Closing.

Health and Welfare Plans. (i) The Buyer shall cause the All Liabilities relating to, arising out of, or resulting from health and welfare plans coverage or claims incurred by or on behalf of each Transferred System Employee under any TWE Benefit Plan that it establishes is a health or maintains to cover Transferred Employees welfare plan within the meaning of Section 3(1) of ERISA (the each a “Buyer’s TWE Health and or Welfare PlansPlan”) to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination shall be Liabilities of Holdco or otherwise provide evidence one of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior its Affiliates to the extent such Liabilities are reflected in the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for Net Liabilities Amount used in calculating the remainder of the period or periods for which such elections are by their terms applicableFinal Adjustment Amount. (ii) The Buyer Other than as required by COBRA, each Transferred System Employee shall cause Buyer’s cease to participate in any TWE Health or Welfare Plan as of the Closing. (iii) Each Comcast Transferred System Employee who, after the recognition of service provided for in Section 3.1(d) satisfies the eligibility requirements under the applicable Comcast Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each, a “Comcast Health or Welfare Plan”), shall be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Comcast Subsidiary or one of its Affiliates in the Comcast Health or Welfare Plans then available to similarly situated employees of Comcast Subsidiary or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Comcast Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Comcast Subsidiary or any of its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Comcast Transferred System Employees that, as of immediately prior to the Closing, were recognized under any TWE Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Comcast Health or Welfare Plan as of the Closing with respect to that same plan year. (iv) With respect to any Comcast Transferred System Employee and his or her dependents (if any) who were covered under any TWE Health or Welfare Plans, during and Plan immediately prior to the benefit limit year in which Closing, Comcast Subsidiary shall take, or cause to be taken, the appropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the corresponding Comcast Health or Welfare Plan (if any) are waived with respect to such Comcast Transferred System Employee, to the extent that such requirements and exclusions were waived under any similar corresponding TWE Health Welfare Plan. 34 (v) Upon the written request of Comcast Subsidiary or one of its Affiliates delivered to TWE at least 60 days prior to the expected Closing Date, TWE shall, or shall cause its Affiliates to, permit those Transferred System Employees on long-term disability or who are receiving retiree life or retiree medical benefits at the time of the Closing Date occursand who are listed on a Schedule 3.1(g)(v) (the “Selected Employees”), such Schedule 3.1(g)(v) to be updated ten Business Days prior to the expected Closing Date, to continue to receive such coverage under the applicable long-term disability, retiree medical or retiree life plan, as applicable, sponsored or maintained by TWE or its Affiliates and the Actuarial Amount shall be determined and taken into account as provided in Section 1.1 in the definition of “Cash Amount” and as provided in Section 2.5(g) in the definition of “Closing Net Liabilities Amount”. If Comcast Subsidiary or one of its Affiliates makes the request provided in the first sentence of this Section 3.1(g)(v), except for purposes the payment of determining when such persons have reached their lifetime maximum benefits under Buyer’s Health the Actuarial Amount, any Liability associated with any long-term disability, retiree life or retiree medical benefits, as applicable, relating to or in connection with the Selected Employees shall not be an Assumed Liability and Welfare Plans. (iii) The Buyer’s Health and Welfare Plans shall include both a flexible spending account component and a dependent care spending account component and be included in the meaning of Excluded Liabilities. If Comcast Subsidiary or one of its Affiliates does not make the request provided in the first sentence of this Section 3.1(g)(v), Comcast Subsidiary shall assume all Liabilities associated with any long-term disability, retiree life or retiree medical benefits relating to or in connection with the Selected Employees and such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer Liabilities shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of reflected in the Closing Date Net Liabilities Amount used in an amount not materially less than would have been payable under calculating the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the ClosingFinal Adjustment Amount.

Health and Welfare Plans. (i) The Buyer shall cause the All Liabilities relating to, arising out of, or resulting from health and welfare plans coverage or claims incurred by or on behalf of each Transferred System Employee under any TWE Benefit Plan that it establishes is a health or maintains to cover Transferred Employees welfare plan within the meaning of Section 3(1) of ERISA (the “Buyer’s each a "TWE Health and or Welfare Plans”Plan") to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination shall be Liabilities of Holdco or otherwise provide evidence one of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior its Affiliates to the extent such Liabilities are reflected in the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for Net Liabilities Amount used in calculating the remainder of the period or periods for which such elections are by their terms applicableFinal Adjustment Amount. (ii) The Buyer Other than as required by COBRA, each Transferred System Employee shall cause Buyer’s cease to participate in any TWE Health or Welfare Plan as of the Closing. (iii) Each Comcast Transferred System Employee who, after the recognition of service provided for in Section 3.1(d) satisfies the eligibility requirements under the applicable Comcast Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each, a "Comcast Health or Welfare Plan"), shall be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Comcast Subsidiary or one of its Affiliates in the Comcast Health or Welfare Plans then available to similarly situated employees of Comcast Subsidiary or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Comcast Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Comcast Subsidiary or any of its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Comcast Transferred System Employees that, as of immediately prior to the Closing, were recognized under any TWE Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Comcast Health or Welfare Plan as of the Closing with respect to that same plan year. (iv) With respect to any Comcast Transferred System Employee and his or her dependents (if any) who were covered under any TWE Health or Welfare Plans, during and Plan immediately prior to the benefit limit year in which Closing, Comcast Subsidiary shall take, or cause to be taken, the Closing Date occursappropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the corresponding Comcast Health or Welfare Plan (if any) are waived with respect to such Comcast Transferred System Employee, for purposes of determining when to the extent that such persons have reached their lifetime maximum benefits requirements and exclusions were waived under Buyer’s any similar corresponding TWE Health and Welfare PlansPlan. (iiiv) The Buyer’s Health Upon the written request of Comcast Subsidiary or one of its Affiliates delivered to TWE at least 60 days prior to the expected Closing Date, TWE shall, or shall cause its Affiliates to, permit those Transferred System Employees on long-term disability or who are receiving retiree life or retiree medical benefits at the time of the Closing and Welfare Plans who are listed on a Schedule 3.1(g)(v) (the "Selected Employees"), such Schedule 3.1(g)(v) to be updated ten Business Days prior to the expected Closing Date, to continue to receive such coverage under the applicable long-term disability, retiree medical or retiree life plan, as applicable, sponsored or maintained by TWE or its Affiliates and the Actuarial Amount shall include both a flexible spending be determined and taken into account component as provided in Section 1.1 in the definition of "Cash Amount" and a dependent care spending account component as provided in Section 2.5(g) in the definition of "Closing Net Liabilities Amount". If Comcast Subsidiary or one of its Affiliates makes the request provided in the first sentence of this Section 3.1(g)(v), except for the payment of the Actuarial Amount, any Liability associated with any long-term disability, retiree life or retiree medical benefits, as applicable, relating to or in connection with the Selected Employees shall not be an Assumed Liability and shall be included in the meaning of Excluded Liabilities. If Comcast Subsidiary or one of its Affiliates does not make the request provided in the first sentence of this Section 3.1(g)(v), Comcast Subsidiary shall assume all Liabilities associated with any long-term disability, retiree life or retiree medical benefits relating to or in connection with the Selected Employees and such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer Liabilities shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of reflected in the Closing Date Net Liabilities Amount used in an amount not materially less than would have been payable under calculating the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the ClosingFinal Adjustment Amount.

Health and Welfare Plans. (i) The Buyer Other than as required by COBRA, each Transferred Native Employee shall cause cease to participate in each Benefit Plan that is a health or welfare plan within the health and welfare plans that it establishes meaning of Section 3(1) of ERISA maintained or maintains to cover Transferred Employees sponsored by Transferor Parent or any of its Affiliates (the “Buyer’s each, a "Transferor Health and or Welfare Plans”Plan") to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination or otherwise provide evidence of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior to the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicableClosing. (ii) The Buyer Each Transferred Native Employee who, after the recognition of service provided for in Section 3.1(c) satisfies the eligibility requirements under the applicable Benefit Plan that is health or welfare plan within the meaning of Section 3(1) of ERISA maintained or sponsored by Transferee Parent or any of its Affiliates (the "Transferee Health or Welfare Plans") shall cause Buyer’s be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Transferee Parent or one of its Affiliates in the Transferee Health or Welfare Plans then available to similarly situated employees of Transferee Parent or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Transferee Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Transferee Parent or its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Transferred Native Employees that, as of immediately prior to the Closing, were recognized under any Transferor Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Transferee Health and or Welfare Plans, during and prior to the benefit limit year in which Plan as of the Closing Date occurs, for purposes of determining when such persons have reached their lifetime maximum benefits under Buyer’s Health and Welfare Planswith respect to that same plan year. (iii) The Buyer’s Health and Welfare Plans shall include both a flexible spending account component and a dependent care spending account component and assume all Liabilities associated with such accounts with With respect to those any Transferred Employees Native Employee and his or her dependents (if any) who participated in such accounts were covered under any Transferor Health or Welfare Plan immediately prior to the Closing, Transferee Parent shall take, or cause to be taken, the appropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the Del Monte Corporation corresponding Transferee Health Care Spending Account or Welfare Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company (if any) are waived with respect to such accounts for the period prior Transferred Native Employee, to the Closingextent that such requirements and exclusions were waived under any similar corresponding Transferor Health or Welfare Plan. (iv) Buyer shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of the Closing Date in an amount not materially less than would have been payable under the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the Closing.

Health and Welfare Plans. (i) The Buyer shall cause the All Liabilities relating to, arising out of, or resulting from health and welfare plans coverage or claims incurred by or on behalf of each Transferred System Employee under any Time Warner Cable Benefit Plan that it establishes is a health or maintains to cover Transferred Employees welfare plan within the meaning of Section 3(1) of ERISA (the “Buyer’s each a "Time Warner Cable Health and or Welfare Plans”Plan") to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination shall be Liabilities of Holdco or otherwise provide evidence one of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior its Affiliates to the extent such Liabilities are reflected in the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for Net Liabilities Amount used in calculating the remainder of the period or periods for which such elections are by their terms applicableFinal Adjustment Amount. (ii) The Buyer Other than as required by COBRA, each Transferred System Employee shall cause Buyer’s cease to participate in any Time Warner Cable Health or Welfare Plan as of the Closing. (iii) Each Comcast Transferred System Employee who, after the recognition of service provided for in Section 3.1(d) satisfies the eligibility requirements under the applicable Comcast Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each, a "Comcast Health or Welfare Plan"), shall be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Comcast Subsidiary or one of its Affiliates in the Comcast Health or Welfare Plans then available to similarly situated employees of Comcast Subsidiary or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Comcast Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Comcast Subsidiary or any of its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Comcast Transferred System Employees that, as of immediately prior to the Closing, were recognized under any Time Warner Cable Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Comcast Health or Welfare Plan as of the Closing with respect to that same plan year. (iv) With respect to any Comcast Transferred System Employee and his or her dependents (if any) who were covered under any Time Warner Cable Health or Welfare Plans, during and Plan immediately prior to the benefit limit year in which Closing, Comcast Subsidiary shall take, or cause to be taken, the Closing Date occursappropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the corresponding Comcast Health or Welfare Plan (if any) are waived with respect to such Comcast Transferred System Employee, for purposes of determining when to the extent that such persons have reached their lifetime maximum benefits requirements and exclusions were waived under Buyer’s any similar corresponding Time Warner Cable Health and Welfare PlansPlan. (iiiv) The Buyer’s Health Upon the written request of Comcast Subsidiary or one of its Affiliates delivered to Time Warner Cable at least 60 days prior to the expected Closing Date, Time Warner Cable shall, or shall cause its Affiliates to, permit those Transferred System Employees on long-term disability or who are receiving retiree life or retiree medical benefits at the time of the Closing and Welfare Plans who are listed on a Schedule 3.1(g)(v) (the "Selected Employees"), such Schedule 3.1(g)(v) to be updated ten Business Days prior to the expected Closing Date, to continue to receive such coverage under the applicable long-term disability, retiree medical or retiree life plan, as applicable, sponsored or maintained by Time Warner Cable or its Affiliates and the Actuarial Amount shall include both a flexible spending be determined and taken into account component as provided in Section 1.1 in the definition of "Cash Amount" and a dependent care spending account component as provided in Section 2.6(g) in the definition of "Closing Net Liabilities Amount". If Comcast Subsidiary or one of its Affiliates makes the request provided in the first sentence of this Section 3.1(g)(v), except for the payment of the Actuarial Amount, any Liability associated with any long-term disability, retiree life or retiree medical benefits, as applicable, relating to or in connection with the Selected Employees shall not be an Assumed Liability and shall be included in the meaning of Excluded Liabilities. If Comcast Subsidiary or one of its Affiliates does not make the request provided in the first sentence of this Section 3.1(g)(v), Comcast Subsidiary shall assume all Liabilities associated with any long-term disability, retiree life or retiree medical benefits relating to or in connection with the Selected Employees and such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer Liabilities shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of reflected in the Closing Date Net Liabilities Amount used in an amount not materially less than would have been payable under calculating the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the ClosingFinal Adjustment Amount.

Health and Welfare Plans. (i) The Buyer shall cause the All Liabilities relating to, arising out of, or resulting from health and welfare plans coverage or claims incurred by or on behalf of each Transferred System Employee under any Time Warner Cable Benefit Plan that it establishes is a health or maintains to cover Transferred Employees welfare plan within the meaning of Section 3(1) of ERISA (the each a “Buyer’s Time Warner Cable Health and or Welfare PlansPlan”) to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination shall be Liabilities of Holdco or otherwise provide evidence one of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior its Affiliates to the extent such Liabilities are reflected in the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for Net Liabilities Amount used in calculating the remainder of the period or periods for which such elections are by their terms applicableFinal Adjustment Amount. (ii) The Buyer Other than as required by COBRA, each Transferred System Employee shall cause Buyer’s cease to participate in any Time Warner Cable Health or Welfare Plan as of the Closing. (iii) Each Comcast Transferred System Employee who, after the recognition of service provided for in Section 3.1(d) satisfies the eligibility requirements under the applicable Comcast Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each, a “Comcast Health or Welfare Plan”), shall be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Comcast Subsidiary or one of its Affiliates in the Comcast Health or Welfare Plans then available to similarly situated employees of Comcast Subsidiary or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Comcast Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Comcast Subsidiary or any of its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Comcast Transferred System Employees that, as of immediately prior to the Closing, were recognized under any Time Warner Cable Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Comcast Health or Welfare Plan as of the Closing with respect to that same plan year. (iv) With respect to any Comcast Transferred System Employee and his or her dependents (if any) who were covered under any Time Warner Cable Health or Welfare Plans, during and Plan immediately prior to the benefit limit year in which Closing, Comcast Subsidiary shall take, or cause to be taken, the Closing Date occursappropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the corresponding Comcast Health or Welfare Plan (if any) are waived with respect to such Comcast Transferred System Employee, for purposes of determining when to the extent that such persons have reached their lifetime maximum benefits requirements and exclusions were waived under Buyer’s any similar corresponding Time Warner Cable Health and Welfare PlansPlan. (iiiv) The Buyer’s Health Upon the written request of Comcast Subsidiary or one of its Affiliates delivered to Time Warner Cable at least 60 days prior to the expected Closing Date, Time Warner Cable shall, or shall cause its Affiliates to, permit those Transferred System Employees on long-term disability or who are receiving retiree life or retiree medical benefits at the time of the Closing and Welfare Plans who are listed on a Schedule 3.1(g)(v) (the “Selected Employees”), such Schedule 3.1(g)(v) to be updated ten Business Days prior to the expected Closing Date, to continue to receive such coverage under the applicable long-term disability, retiree medical or retiree life plan, as applicable, sponsored or maintained by Time Warner Cable or its Affiliates and the Actuarial Amount shall include both a flexible spending be determined and taken into account component as provided in Section 1.1 in the definition of “Cash Amount” and a dependent care spending account component as provided in Section 2.5(g) in the definition of “Closing Net Liabilities Amount”. If Comcast Subsidiary or one of its Affiliates makes the request provided in the first sentence of this Section 3.1(g)(v), except for the payment of the Actuarial Amount, any Liability associated with any long-term disability, retiree life or retiree medical benefits, as applicable, relating to or in connection with the Selected Employees shall not be an Assumed Liability and shall be included in the meaning of Excluded Liabilities. If Comcast Subsidiary or one of its Affiliates does not make the request provided in the first sentence of this Section 3.1(g)(v), Comcast Subsidiary shall assume all Liabilities associated with any long-term disability, retiree life or retiree medical benefits relating to or in connection with the Selected Employees and such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer Liabilities shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of reflected in the Closing Date Net Liabilities Amount used in an amount not materially less than would have been payable under calculating the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the ClosingFinal Adjustment Amount.

Health and Welfare Plans. (i) The Buyer shall cause the All Liabilities relating to, arising out of, or resulting from health and welfare plans coverage or claims incurred by or on behalf of each Transferred System Employee under any Time Warner Cable Benefit Plan that it establishes is a health or maintains to cover Transferred Employees welfare plan within the meaning of Section 3(1) of ERISA (the each a “Buyer’s Time Warner Cable Health and or Welfare PlansPlan”) to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination shall be Liabilities of Holdco or otherwise provide evidence one of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior its Affiliates to the extent such Liabilities are reflected in the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for Net Liabilities Amount used in calculating the remainder of the period or periods for which such elections are by their terms applicableFinal Adjustment Amount. (ii) The Buyer Other than as required by COBRA, each Transferred System Employee shall cause Buyer’s cease to participate in any Time Warner Cable Health or Welfare Plan as of the Closing. (iii) Each Comcast Transferred System Employee who, after the recognition of service provided for in Section 3.1(d) satisfies the eligibility requirements under the applicable Comcast Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each, a “Comcast Health or Welfare Plan”), shall be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Comcast Subsidiary or one of its Affiliates in the Comcast Health or Welfare Plans then available to similarly situated employees of Comcast Subsidiary or any of its Affiliates and (B) eligible to elect such coverage and benefit options as may then be available or provided under the terms of the Comcast Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Comcast Subsidiary or any of its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Comcast Transferred System Employees that, as of immediately prior to the Closing, were recognized under any Time Warner Cable Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Comcast Health or Welfare Plan as of the Closing with respect to that same plan year. (iv) With respect to any Comcast Transferred System Employee and his or her dependents (if any) who were covered under any Time Warner Cable Health or Welfare Plans, during and Plan immediately prior to the benefit limit year in which Closing, Comcast Subsidiary shall take, or cause to be taken, the Closing Date occursappropriate actions reasonably necessary to ensure that the proof of insurability requirements (if any) and the preexisting condition exclusions (if any) applicable to new enrollees under the corresponding Comcast Health or Welfare Plan (if any) are waived with respect to such Comcast Transferred System Employee, for purposes of determining when to the extent that such persons have reached their lifetime maximum benefits requirements and exclusions were waived under Buyer’s any similar corresponding Time Warner Cable Health and Welfare PlansPlan. (iiiv) The Buyer’s Health Upon the written request of Comcast Subsidiary or one of its Affiliates delivered to Time Warner Cable at least 60 days prior to the expected Closing Date, Time Warner Cable shall, or shall cause its Affiliates to, permit those Transferred System Employees on long-term disability or who are receiving retiree life or retiree medical benefits at the time of the Closing and Welfare Plans who are listed on a Schedule 40 3.1(g)(v) (the “Selected Employees”), such Schedule 3.1(g)(v) to be updated ten Business Days prior to the expected Closing Date, to continue to receive such coverage under the applicable long-term disability, retiree medical or retiree life plan, as applicable, sponsored or maintained by Time Warner Cable or its Affiliates and the Actuarial Amount shall include both a flexible spending be determined and taken into account component as provided in Section 1.1 in the definition of “Cash Amount” and a dependent care spending account component as provided in Section 2.6(g) in the definition of “Closing Net Liabilities Amount”. If Comcast Subsidiary or one of its Affiliates makes the request provided in the first sentence of this Section 3.1(g)(v), except for the payment of the Actuarial Amount, any Liability associated with any long-term disability, retiree life or retiree medical benefits, as applicable, relating to or in connection with the Selected Employees shall not be an Assumed Liability and shall be included in the meaning of Excluded Liabilities. If Comcast Subsidiary or one of its Affiliates does not make the request provided in the first sentence of this Section 3.1(g)(v), Comcast Subsidiary shall assume all Liabilities associated with any long-term disability, retiree life or retiree medical benefits relating to or in connection with the Selected Employees and such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer Liabilities shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of reflected in the Closing Date Net Liabilities Amount used in an amount not materially less than would have been payable under calculating the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the ClosingFinal Adjustment Amount.

Health and Welfare Plans. (i) The Buyer shall cause the All Liabilities relating to, arising out of, or resulting from health and welfare plans coverage or claims incurred by or on behalf of each Transferred System Employee under any Time Warner Cable Benefit Plan that it establishes is a health or maintains to cover Transferred Employees welfare plan within the meaning of Section 3(1) of ERISA (the “Buyer’s Health and Welfare Plans”each a "TIME WARNER CABLE HEALTH OR WELFARE PLAN") to (A) provide coverage as shall be Liabilities of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans (the “Company Health and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination Comcast Subsidiary or otherwise provide evidence one of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior to the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicableits Affiliates. (ii) The Buyer Other than as required by COBRA, each Transferred System Employee shall cause Buyer’s cease to participate in any Time Warner Cable Health or Welfare Plan as of the Closing. (iii) Each Comcast Transferred System Employee who, after the recognition of service provided for in Section 3.1(d) satisfies the eligibility requirements under the applicable Comcast Benefit Plan that is a health or welfare plan within the meaning of Section 3(1) of ERISA (each, a "COMCAST HEALTH OR WELFARE PLAN"), shall be (A) entitled to enroll, effective as of the Closing, as a newly-eligible employee of Comcast Subsidiary or one of its Affiliates in the Comcast Health or Welfare Plans then available to similarly situated employees of Comcast Subsidiary or any of its Affiliates and (B) eligible to elect such coverages and benefit options as may then be available or provided under the terms of the Comcast Health or Welfare Plans to recognize and give credit for (A) all amounts applied to deductiblesnew employees of Comcast Subsidiary or any of its Affiliates. All compensation, benefit elections, deductible payments, payments toward the applicable out-of-pocket maximums, maximums and other applicable benefit coverage limits benefit-affecting determinations affecting Comcast Transferred System Employees that, as of immediately prior to the Closing, were recognized under any Time Warner Cable Health or Welfare Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit plan year in which the Closing Date occursoccurs shall receive full recognition, credit and (B) all benefits paid to Transferred Employees validity and be taken into account under the Company’s corresponding Comcast Health and or Welfare Plans, during and prior to the benefit limit year in which Plan as of the Closing Date occurs, for purposes of determining when such persons have reached their lifetime maximum benefits under Buyer’s Health and Welfare Plans. (iii) The Buyer’s Health and Welfare Plans shall include both a flexible spending account component and a dependent care spending account component and assume all Liabilities associated with such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closingsame plan year. (iv) Buyer With respect to any Comcast Transferred System Employee and his or her dependents (if any) who were covered under any Time Warner Cable Health or Welfare Plan immediately prior to the Closing, Comcast Subsidiary shall take, or cause to be responsible for continuation coverage taken, the appropriate actions reasonably necessary to ensure that the proof of insurability requirements (COBRAif any) requirements and the preexisting condition exclusions (if any) applicable to new enrollees under the corresponding Comcast Health or Welfare Plan (if any) are waived with respect to such Comcast Transferred System Employee, to the extent that such requirements and exclusions were waived under any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employeesimilar corresponding Time Warner Cable Health Welfare Plan. (v) The Buyer shall provide cash payments and benefits Upon the written request of Comcast Subsidiary or one of its Affiliates delivered to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” Time Warner Cable at least 60 days prior to the first anniversary expected Closing Date, Time Warner Cable shall permit those Transferred System Employees on long-term disability or who are receiving retiree life or retiree medical benefits at the time of the Closing Date in an amount not materially less than would have been payable under the severance plans and who are listed on Schedule 5.18(f)(v3.1(g)(v) (the "SELECTED EMPLOYEES") to continue to receive such coverage under the Company Disclosure Letter (applicable long-term disability, retiree medical or retiree life plan, as applicable, sponsored or maintained by Time Warner Cable or its Affiliates and the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” Actuarial Amount shall have a meaning to be determined by the Buyer, but which shall be similar to and taken into account as provided in Section 1.1 in the definition of “cause” "Cash Amount" and as provided in Section 2.5(g) in the definition of "Closing Net Liabilities". Any Liability associated with any long-term disability, retiree life or retiree medical benefits, as applicable, relating to or in connection with the Selected Employees shall not be an Assumed Liability and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth be included in the Severance Plans applicable to the Transferred Employee if the termination meaning of employment had occurred prior to the ClosingExcluded Liabilities.

Health and Welfare Plans. RE/MAX LLC and RE/MAX Inc. shall take all actions required or appropriate to provide that RE/MAX Inc. shall adopt, as a participating employer, the portion of the RE/MAX, LLC Employee Welfare Benefit Plan (the “Welfare Benefit Plan”) consisting of fully insured benefits, which consists of: (i) The Buyer shall cause the health Group Life Insurance, (ii) Accidental Death & Dismemberment Benefits, (iii) Voluntary Life Insurance, (iv) Long-Term Disability Benefits, and welfare plans that it establishes or maintains (v) Short-Term Disability Benefits ny-1102465 (collectively referred to cover Transferred Employees (herein as the “Buyer’s Health and Insured Welfare PlansBenefits”) to (A) provide coverage as permit eligible RE/MAX Inc. employees and their covered dependents to participate in such Insured Welfare Benefits. RE/MAX LLC shall amend the portion of the Closing Date Welfare Benefit Plan that includes partially or fully self-insured benefits (collectively referred to the Transferred Employees, other than Transferred Union Employees, covered by Company herein as “Uninsured Welfare Benefits,” and consisting of (i) Health and Welfare Plans (the “Company Health Medical Benefits and Welfare Plans”) immediately prior to the Closing under Buyer’s Health and Welfare Plans without the need to undergo a physical examination or otherwise provide evidence of insurability, and (B) recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Union Employees under the applicable Company Health and Welfare Plans in effect for the period immediately prior to the Closing and shall apply such elections under Buyer’s Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. (ii) The Buyer Dental Benefits) to permit Service Employees and their covered dependents to continue to participate in the Uninsured Welfare Benefits in their capacity as former employees of RE/MAX LLC. RE/MAX LLC shall cause Buyer’s Health take appropriate action with respect to Service Employees transferred to RE/MAX Inc. to (i) waive any pre-existing condition limitation on benefits for Service Employees enrolled in the Welfare Benefit Plan, (ii) take into account and Welfare Plans to recognize and give credit for (A) all amounts applied to deductibles, any out-of-pocket maximumsannual maximums and deductibles for the calendar year during which service is provided to both RE/MAX LLC and RE/MAX Inc., and other applicable benefit coverage limits (iii) take into account prior claim experience under the Welfare Benefit Plan with respect to such expenses which have been incurred by the Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit year in which the Closing Date occurs, and (B) all benefits paid to Transferred Employees under the Company’s Health and Welfare Plans, during and prior to the benefit limit year in which the Closing Date occurs, for purposes of determining when such persons have reached their aggregate lifetime maximum benefits under Buyer’s Health and Welfare Plans. (iii) The Buyer’s Health and Welfare Plans shall include both a flexible spending account component and a dependent care spending account component and assume all Liabilities associated with such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer available to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer Service Employee. RE/MAX LLC shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage (COBRA) requirements of HIPAA, the corresponding provisions of the RE/MAX LLC Health and Welfare plans with respect to any Transferred Employees who terminate employment after the Closing, RE/MAX LLC and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred EmployeeRE/MAX Inc. employees and their covered dependents. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of the Closing Date in an amount not materially less than would have been payable under the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the Closing.