Welfare Arrangements. Subject to Section 10.1(b) above, to the extent that any medical, dental, hospitalization, life or other similar health, welfare, life or other insurance benefits are provided to Transferred Employees through one or more Seller Plans (the “Welfare Plans”), the Purchaser agrees to designate or establish, effective as of the Closing, one or more benefit plans, programs or arrangements for the purpose of providing such benefits to Transferred Employees (excluding any post-retirement benefits provided under any Welfare Plan). The Purchaser will cause such benefit plans, programs or arrangements to (i) waive any preexisting condition limitations for conditions covered under the applicable Welfare Plans available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods, and (ii) credit Transferred Employees with any deductible and out-of-pocket expenses incurred by such employees and their dependents under the Welfare Plans during the portion of current year preceding the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under any similar plan, program or arrangement in which such employees may be eligible to participate after the Closing Date. With respect to aggregate lifetime maximum benefits available under the Purchaser’s welfare benefit plans, a Transferred Employee’s prior claim experience under any of the Welfare Plans will not be taken into account. Effective as of the Closing Date, the Transferred Employees (and their dependents) will no longer participate in the Welfare Plans and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result.
Welfare Arrangements. Subject to Section 10.1(b) and Section 10.1(c) above, to the extent that any medical, dental, hospitalization, life or other similar health, welfare or insurance benefits are provided to Transferred Employees through one or more Seller Plans (the “Welfare Plans”), the Purchaser agrees to designate or establish, effective as of the Closing, one or more benefit plans, programs or arrangements for the purpose of providing benefits to Transferred Employees which are, in the aggregate and when taken as a whole, substantially comparable to the benefits under the Welfare Plans. The Purchaser will cause such benefit plans, programs and arrangements, to the extent they are new plans, programs or arrangements, to (i) waive any preexisting condition limitations for conditions covered under the applicable Welfare Plans available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods, and (ii) credit Transferred Employees with any deductible and out-of-pocket expenses incurred by such employees and their dependents under the Welfare Plans during the portion of the current year preceding the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under any similar plan, program or arrangement in which such employees may be eligible to participate after the Closing Date; provided, however, that in the case of any such existing plans, programs or arrangements the Purchaser shall use reasonable efforts to cause the foregoing treatment to occur to the extent that it can accommodate such treatment under the terms of such existing plans, programs or arrangements. With respect to aggregate lifetime maximum benefits available under the Purchaser’s welfare benefit plans, in the case of any new plans, programs and arrangements, a Transferred Employee’s prior claim experience under any of the Welfare Plans will not be taken into account; and, in the case of existing plans, program and arrangements, the Purchaser will use reasonable efforts to cause the foregoing treatment to occur to the extent that it can accommodate such treatment under the terms of such existing plans, program or arrangements. Effective as of the Closing Date (or, with respect to each Employee who was inactive at the Closing Date, then at the time such person becomes a Transferred Employee), the Transferred Employees (and their dependants) will no longer participate in the Welfare Plans and the Seller will have taken all such acti...
Welfare Arrangements. Subject to obligations under applicable law and the terms of any collective bargaining agreements or other Contracts with any labor union or other labor organization covering Transferring Employee, Purchaser agrees that, for a period of one year from and after the Closing, it shall, or shall cause its Affiliates to, provide the Transferring Employees with employee welfare and retirement plans and programs which provide benefits that are substantially similar to those provided to similarly situated employees of Purchaser or such Affiliates. From and after the Closing Date, Purchaser shall become responsible for any and all liabilities with respect to the Transferring Employees that are incurred by such individuals on or prior to the Closing Date under the applicable Employee Plans for health, life, accidental death and dismemberment, supplemental employment compensation, dental, fringe benefits, expense reimbursement, accident, sickness and disability benefits; provided that with the consent of any applicable labor union representing Union Employees, Union Employees may be permitted to carry forward such accrued vacation or sick pay, to be paid by Purchaser, the amount of such accrued items as of the Closing to be included as a payable in the calculation of Closing Net Working Capital pursuant to Section 1.5 hereof. For purposes of this Agreement, (i) a claim for health benefits (including, without limitation, claims for medical, prescription drug, dental, and vision care expenses) will be deemed to have been incurred on the date on which the related medical service was rendered to the claimant; (ii) a claim for sickness or disability benefits will be deemed to have been incurred on the date such sickness or disability occurs, except that no claim shall be deemed to have occurred prior to the Closing Date unless such claim is filed within five (5) Business Days prior to the Determination Period; and (iii) in the case of any claim for benefits other than health benefits (e.g., life insurance benefits), a claim will be deemed to have been incurred upon the occurrence of the event giving rise to such claims. Purchaser shall be responsible for all claims that are incurred by Transferring Employees on or after the Closing Date under the applicable benefit plans, policies or arrangements providing health, life, accidental death and dismemberment, supplemental employment compensation, dental, fringe benefits, expense reimbursement, accident, sickness and disabilit...
Welfare Arrangements. Subject to Section 6.01, to the -------------------- extent that any medical, dental, hospitalization, life or similar-type insurance benefits are provided to Transferred Employees through one or more Plans of the Seller or an Affiliate, the Purchaser agrees to designate or establish, effective as of the Closing, one or more benefit plans, programs or arrangements for the purpose of providing such benefits to Transferred Employees. Claims for welfare benefits made by Transferred Employees, including, without limitation, claims for medical, dental, hospitalization or disability benefits made or incurred prior to the Closing Date, shall be the obligation of the Seller and the Subsidiaries and claims incurred by Transferred Employees on or after the Closing Date with respect to such benefits shall be the obligation of the Purchaser.
