Common use of Welfare Arrangements Clause in Contracts

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) above, to the extent that any medical, dental, hospitalization, life or other similar health, welfare, life welfare 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)Employees. 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 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. 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 dependentsdependants) 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. The Purchaser shall be responsible for making tuition reimbursements or adoption assistance payments to any Transferred Employees who (i) obtained all necessary approval under the applicable tuition reimbursement plan or adoption assistance plan of the Seller and its Affiliates prior to the Closing Date, and (ii) satisfy all necessary requirements for reimbursement under such plans after the Closing Date.

Welfare Arrangements. Subject to Section 10.1(b) above, With respect 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 Company Plans maintained by the Seller Plans and set forth on Section 11.2 of the Seller Disclosure Schedule (the “Seller Welfare Plans”), the Purchaser agrees to designate or establish, effective as of the Closing, one or more benefit plans, programs or arrangements (the “Purchaser Welfare Plans”) for the purpose of providing such benefits to the Transferred Employees (excluding any post-retirement that are substantially equivalent in the aggregate to the benefits provided for under any the Seller Welfare Plan)Plans, and the Transferred Employees will cease to participate in all Seller Welfare Plans effective as of the Closing. The Purchaser will use commercially reasonable efforts to cause such benefit plansthe Purchaser Welfare Plans listed as Items 1, programs or arrangements 2 and 3 in Section 11.2 of the Seller Disclosure Schedule to (ia) waive any preexisting condition limitations for conditions covered under the applicable Seller Welfare Plans available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods, and (iib) credit the Transferred Employees with any deductible and out-of-pocket expenses incurred by such employees and their dependents under the Seller 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 the Purchaser Welfare Plans after the Closing Date. With respect to aggregate lifetime maximum benefits available under the Purchaser’s welfare benefit plansSeller and Purchaser shall take all actions necessary or appropriate so that, a Transferred Employee’s prior claim experience under any of the Welfare Plans will not be taken into account. Effective effective as of the Closing DateClosing, (i) the account balances (whether positive or negative) under the Seller’s health flexible spending arrangement (the “Seller FSA”) of the Transferred Employees (and their dependents) will no longer participate who were participants in the Welfare Plans and the Seller will have taken all such action FSA immediately prior to the Closing Date (the “FSA Employees”) shall be transferred to one or more comparable plans of Purchaser (the “Purchaser FSA”); (ii) the elections and coverage levels of the FSA Employees shall apply under Purchaser’s FSA in the same manner as may under the Seller FSA; and (iii) the FSA Employees shall be required reimbursed from Purchaser’s FSA for claims incurred but not yet paid at any time during the plan year of the Seller FSA in which the Closing Date occurs and submitted to achieve this resultPurchaser’s FSA from and after the Closing Date substantially on the same basis, terms and conditions as under the Seller FSA.