Other Welfare Benefits. During the period beginning on the Executive’s Date of Termination and ending on the earlier of (i) the last day of the eighteenth (18th) month that begins after the Executive’s Date of Termination, or (ii) the date after the Executive’s Date of Termination on which the Executive first becomes eligible to participate as an employee in a plan of another employer providing substantially similar welfare benefits to the Executive in the aggregate (and the Executive’s family members and dependents who were eligible to be covered at any time during the 90-day period immediately prior to the date of a Change in Control for the period after the Change in Control in which such family members and dependents would otherwise continue to be covered under the terms of the applicable Benefit Plan in effect immediately prior to the Change in Control), the Company will provide, or arrange to provide, to the extent such policies or coverages can be obtained on commercial reasonable terms, the same or equivalent accidental death and dismemberment, short and long-term disability, life insurance coverages, and all other insurance policies and health and welfare benefits (other than benefits pursuant to any cafeteria plan maintained by the Company pursuant to Section 125 of the Code) to the Executive (and the Executive’s family members and dependents who were eligible to be covered at any time during the 90-day period immediately prior to the date of a Change in Control for the period after the Change in Control in which such family members and dependents would otherwise continue to be covered under the terms of the applicable Benefit Plan in effect immediately prior to the Change in Control) under the same terms and at the same cost to the Executive and the Executive’s family members and dependents as similarly situated individuals who continue to be employed by the Company (without regard to any reduction in such benefits that constitutes Good Reason). To the extent the Executive incurs a tax liability (including federal, state and local taxes and any interest and penalties with respect thereto) in connection with a benefit provided pursuant to this Section 2(d) which the Executive would not have incurred had the Executive been an active employee of the Company participating in the Company’s welfare benefit plans, the Company will make a payment to the Executive in an amount equal to such tax liability plus an additional amount sufficient to permit the Executive to retain a n...
Other Welfare Benefits. The Company shall provide disability, group term life and accidental death and dismemberment insurance at the Company’s expense to Executive until the third anniversary of his Termination Date. The level of coverage to be provided shall be no less than the level of coverage provided immediately before the earlier of the Termination Date or the Change in Control. To the extent that any such benefit is subject to Section 409A of the Code and to the Delayed Payment Date, Executive shall be responsible for the payment of all expenses, including, but not limited to, the cost of the premiums for such coverage until the Delayed Payment Date. The Company shall reimburse Executive on the Delayed Payment Date for all such costs and expenses incurred prior to such Delayed Payment Date, provided proof of payment has been provided and shall assume the obligation to pay all future costs and expenses until the third anniversary of the Termination Date. The Reimbursement and In-Kind Benefit Rule shall apply to amounts subject to Section 409A of the Code.
Other Welfare Benefits. Notwithstanding anything herein to the contrary, WPX shall, as of the Benefits Commencement Date, assume all liability for providing adoption benefits, educational reimbursement and reimbursement for relocation expenses to WPX Employees, regardless of when the events leading to the entitlement of such benefits and/or reimbursements occurred.
Other Welfare Benefits. The Company shall provide disability, group term life and accidental death and dismemberment insurance and travel accident insurance at the Company’s expense to Executive from the date of the Triggering Event until the third anniversary of (i) the Triggering Event or (ii) if the Termination Date occurs within three years after the Triggering Event, the Termination Date. The level of coverage to be provided shall be no less than the level of coverage provided immediately before the earlier of the Termination Date or the Change in Control. To the extent that any such benefit is subject to Section 409A of the Code and to the Delayed Payment Date, Executive shall be responsible for the payment of all expenses, including, but not limited to, the cost of the premiums for such coverage until the Delayed Payment Date. The Company shall reimburse Executive on the Delayed Payment Date for all such costs and expenses incurred prior to such Delayed Payment Date, provided proof of payment has been provided and shall assume the obligation to pay all future costs and expenses until the third anniversary of (A) the Triggering Event or (B) if the Termination Date occurs within three years after the Triggering Event, the Termination Date. The Reimbursement and In-Kind Benefit Rule shall apply to amounts subject to Section 409A of the Code.
Other Welfare Benefits. (A) Without in any way limiting Purchaser’s (or its Designated Affiliates’ or, following Closing, the Acquired Companies’) obligations under Section 10.1(a)(ii), Seller, the Acquired Companies, and Purchaser shall cooperate so that there shall be in effect, as of Closing, medical, life insurance, disability and other welfare plans sponsored by the Acquired Companies, Purchaser, and/or one or more of its Designated Affiliates (“New Welfare Plans”), that provide Transferred Employees with benefits that, when taken as a whole, are comparable to the benefits provided under the Seller Welfare Plans immediately prior to Closing (such benefits being collectively referred to as “Welfare Benefits”). Seller and its Subsidiaries (other than the Acquired Companies) shall be responsible for, and shall retain all Liability and indemnify and hold Purchaser, its Subsidiaries and Designated Affiliates harmless with respect to all medical, life insurance and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents prior to the Closing Date, including providing Cobra Coverage from and after the Closing Date for Former Acquired Company Employees, Former Business Employees and their respective beneficiaries and dependents. Purchaser shall, or shall cause one or more of its Designated Affiliates to, be responsible for, and shall assume all Liability and indemnify and hold Seller, its Subsidiaries and Affiliates harmless with respect to (x) all medical, life insurance and other welfare plan expenses and benefits for each Acquired Company or Business Employee with respect to claims incurred by such employees or their covered dependents on or after the Closing Date, (y) providing any required notices regarding Cobra Coverage for all Transferred Employees and their beneficiaries and dependents with respect to qualifying events that occur on or after the Closing Date, and (z) providing Cobra Coverage from and after the Closing Date for Transferred Employees and their beneficiaries and dependents, regardless of whether the applicable qualifying event occurred or occurs before, on or after the Closing Date, to the extent such coverage was being provided under the Seller Employee Benefit Plans. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs and, in the case of a hos...
Other Welfare Benefits. Except as otherwise provided in 2.1 and this Article V, welfare benefits provided by CFI and its Subsidiaries and by the Company and its Subsidiaries for their respective employees after the Distribution Date shall not be affected by each other and each company may provide or elect not to provide benefits in its sole discretion.
Other Welfare Benefits. (i) Purchaser shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Purchaser maintains or adopts, as of the Closing Date, one or more employee welfare benefit plans, including medical, health, dental, flexible spending account, accident, life, and long-term disability and other employee welfare benefit plans (including retiree medical and life but excluding severance benefits) for the benefit of the Transferred Employees (the "Purchaser Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Purchaser Welfare Plans shall be waived for Transferred Employees, except to the extent that such restrictions or requirements have not been satisfied under corresponding plans of Seller and its Affiliates as of the Closing Date. Transferred Employees shall receive credit under the Purchaser Welfare Plans for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the welfare plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans") in accordance with the corresponding Seller Welfare Plans.
Other Welfare Benefits. Regardless of whether or not you elect the Additional Severance Benefits, your participation in the Short-Term and Long-Term Disability plans, the Flexible Spending Accounts, and the Transit Incentive Plan will cease following the Separation Date (except that you may continue to participate in the Health Care Flexible Spending Account for the remainder of the calendar year in which the Separation Date occurs in accordance with COBRA, assuming you satisfy the requirements of COBRA and assuming that you elect COBRA). You will receive separate paperwork required to elect COBRA continuation coverage for the Health Care Flexible Spending Account. If you participate in the Transit Incentive Program, you will have 90 days after the Separation Date to spend the remaining pre-tax and after-tax funds on your WageWorks Transit Commuter Card. After the 90-day period has expired, the post-tax contributions will be returned to you. Pre-tax contributions, per regulations, will be forfeited. For more information please contact WageWorks at 000-000-0000. Also, when your group life insurance coverage terminates (either immediately, or if you elect the Additional Severance Benefits, at the end of the Salary Continuation Period, if any), you may be entitled to convert the group coverage to individual life insurance coverage. Please contact the group life insurance vendor (currently Liberty Mutual at 888-787-2129) before your group life insurance coverage terminates for details.
Other Welfare Benefits. (a) Effective as of the Closing Date, Buyer shall establish or maintain "employee welfare benefit plans," as defined in Section 3(1) of ERISA, and other employee welfare benefit or fringe benefit arrangements as Buyer shall determine, consistent with Section 8.10, for the benefit of Transferred Employees and Bridge Employees. Buyer shall credit the dollar amount of all expenses incurred by Transferred Employees and Bridge Employees and their respective eligible dependents during the applicable plan year in which occurs the Closing Date for purposes of satisfying such plan year's deductible and co-payment limitations and shall credit service with Seller earned prior to the Closing Date under the relevant welfare benefit plans of Buyer. Buyer shall credit each Transferred Employee with the unused time bank days accrued in accordance with the time bank policy of Seller applicable to such employees in effect as of the Closing Date.
Other Welfare Benefits. During the Employment Period, Executive and/or Executive’s family or dependents, as the case may be, shall be eligible for participation in the Company’s short-term disability, long-term disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans or programs (collectively, the “Other Welfare Plans”) to the extent applicable generally to similarly situated executive officers of the Company.
