U.S. Welfare Plans. (a) No later than the Distribution, BHS shall have in effect welfare benefit plans that provide an appropriate level of life insurance, health care, dental care, accidental death and dismemberment insurance, disability and other group welfare benefits (the “BHS Welfare Plans”) for BHS Employees employed in the U.S. who immediately prior to the date such BHS Welfare Plans are established (the “Welfare Plan Transition Date”) are participants in the comparable Existing Brink’s Plans (the “Brink’s Welfare Plans”). Brink’s and BHS agree that, to the extent reasonably practicable, the BHS Welfare Plans shall provide to such BHS Employees coverage that is comparable to the coverage that was provided to them under the corresponding Brink’s Welfare Plans immediately prior to the Welfare Plan Transition Date. BHS shall, and shall cause its third-party insurance providers to, (A) waive all limitations as to preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to such BHS Employees and their dependents under the BHS Welfare Plans to the extent previously satisfied under the applicable corresponding Brink’s Welfare Plan immediately prior to the Welfare Plan Transition Date and (B) provide each such BHS Employee and his or her eligible dependents with credit under BHS Welfare Plans for any co-payments and deductibles paid under corresponding Brink’s Welfare Plans prior to the Welfare Plan Transition Date in the calendar year in which the Welfare Plan Transition Date occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any BHS Welfare Plans in which such BHS Employees participate.
U.S. Welfare Plans. At or prior to the Closing, each of the Company, the Company’s Affiliates and GB Holdco shall take all actions reasonably necessary to replace, 91 effective as of the Closing, the Company or its Affiliates with GB Holdco as the plan sponsor and plan administrator of each U.S. fringe, health and welfare benefit plan, program and policy which, as of the date hereof, is an Employee Benefit Plan (collectively, the “GB Holdco Welfare Plans”). GB Holdco shall take all actions necessary to continue eligibility and coverage for GM Employees located in the United States under the GB Holdco Welfare Plans and all insurance policies thereunder, as required under the TSA. GB Holdco shall retain Liability and responsibility in accordance with all GB Holdco Welfare Plans for all reimbursement claims (such as medical and dental claims), expenses and non-reimbursement claims (such as life insurance claims) incurred on, prior to or following the Closing. For purposes of this Section 8.4(h), the following claims shall be deemed to be incurred as follows: (i) life, disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, accident or other event giving rise to such benefits; and (ii) health or medical, dental, vision care or prescription drug benefits, upon provision of such services, materials or supplies. Except as provided in the TSA, on or prior to January 1, 2019, each Continuing Employee will become eligible to participate in the fringe, health and welfare benefit plans, programs and policies which, at such time, are sponsored by Parent or one of its Subsidiaries (collectively, the “Parent Welfare Plans”) and will no longer be eligible to participate in the GB Holdco Welfare Plans, at which time Parent and its Subsidiaries will be liable for all claims incurred by the Continuing Employees under the Parent Welfare Plans, provided, however, that with respect to any Continuing Employee who is a U.S. Leave of Absence Employee, such Continuing Employee will not become eligible to participate in the Parent Welfare Plans until the Hire Date. Notwithstanding anything in this Agreement to the contrary, GB Holdco shall be responsible for all Liabilities relating to or arising under COBRA and any similar applicable state Law with respect to any individual who experienced a qualifying event (as defined under COBRA) at any time on or prior to the Closing Date. GB Holdco agrees that it shall be GB Holdco’s sole responsibility to p...
U.S. Welfare Plans. (i) Subject to Section 6.4, with respect to employees in the United States, (A) Seller or its Affiliates shall be responsible for (x) all health, welfare and disability claims incurred by any Business Employee or his or her dependents prior to the Closing, (y) COBRA benefits for any Business Employee or his or her “qualified beneficiaries” for whom a “qualifying event” occurs prior to the Closing, and (z) all claims for workers’ compensation benefits payable to or on behalf of Business Employees incurred prior to the Closing, and (B) Purchasers or their Affiliates shall be responsible for (x) all health, welfare and disability claims incurred by any Business Employee or his or her dependents on or after the Closing, (y) COBRA benefits for any Business Employee or his or her “qualified beneficiaries” for whom a “qualifying event” occurs on or after the Closing (including qualifying events occurring in connection with the consummation of the transactions contemplated by this Agreement), and (z) all claims for workers’ compensation benefits payable to or on behalf of Business Employees incurred on or after the Closing. “Qualified beneficiaries” and “qualifying event” each shall have the meanings ascribed to them under Section 4980B of the Code and Sections 601-608 of ERISA. Health, welfare and disability claims shall be deemed to be incurred as follows: (1) medical, vision, dental, and/or prescription drug benefits, upon provision of the services, materials or supplies comprising any such benefits and (2) short- and long-term disability benefits, life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits. A claim for workers’ compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs.
U.S. Welfare Plans
