Common use of Welfare Benefits Generally Clause in Contracts

Welfare Benefits Generally. (i) Subject to Section 9.01(g), Seller and its Affiliates shall be solely responsible for (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee before his or her Transfer Date; (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur before such Transferred Employee’s Transfer Date; (C) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any current or former employee of the Xxx Xxxxxx Business who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; and (D) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (ii) Buyer and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or after such Transferred Employee’s Transfer Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or the medication is prescribed, and not when the condition arose; provided that claims relating to a hospital confinement that begins before the Transfer Date but continues thereafter shall be treated as incurred before the Transfer Date. A disability or workers’ compensation claim shall be considered incurred before the relevant Transferred Employee’s Transfer Date if the injury or condition giving rise to the claim occurs before such Transfer Date, but only if such claim is actually filed on or before the six-month anniversary of such Transfer Date.

Welfare Benefits Generally. With respect to Transferred Employees, (i) Subject to Section 9.01(g), Seller Parent and its Affiliates affiliates shall be solely responsible in accordance with their applicable welfare benefit plans for (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and for workers’ compensationcompensation benefits, in each case that are incurred by or with respect to any Transferred Employee before his or her Transfer Date; Time, and (B) claims relating to health continuation coverage required by Section 4980B of the Code or Part 6 of Subpart B of Title I of ERISA (“COBRA Coverage Coverage”) attributable to “qualifying events” with respect to any U.S. Transferred Employee and his or her beneficiaries and dependents that occur before such U.S. Transferred Employee’s Transfer Date; (C) claims for Welfare Benefits and for workers’ compensationTime, in each case that are incurred by or with respect to any current or former employee of the Xxx Xxxxxx Business who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; and (D) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (ii) Buyer RMT Partner and its Affiliates affiliates shall be solely responsible in accordance with their applicable welfare benefit plans for (A) claims for Welfare Benefits and for workers compensationworkers’ compensation benefits, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer DateTime, and (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any U.S. Transferred Employee and his or her beneficiaries and dependents that occur on or after such U.S. Transferred Employee’s Transfer DateTime. For purposes of the foregoing, a medical/dental claim shall be considered deemed to be incurred when as follows: (1) life, accidental death and dismemberment, and business travel accident insurance benefits, upon the services are rendereddeath or accident giving rise to such benefits, (2) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, provided that, in the case of any hospital confinement, the provision of such services, materials or supplies are provided or shall be deemed to have occurred at the medication is prescribedtime the relevant hospital stay commenced, and not when the condition arose; provided that claims relating to a hospital confinement that begins before the Transfer Date but continues thereafter shall be treated as incurred before the Transfer Date. A (3) disability or workers’ compensation claim shall be considered incurred before benefits, upon the relevant Transferred Employee’s Transfer Date if occurrence of the injury or condition giving rise to the claim occurs before such Transfer Dateclaim, but in the case of an injury or condition occurring before the Transfer Time, only if such claim is actually filed on or before the six-month third anniversary of such the Transfer DateTime. In the case of workers’ compensation claims relating to an injury or condition that occurred over a period both preceding and following the Transfer Time, subject to the immediately preceding sentence, the claim shall be the joint responsibility of Parent and RMT Partner and shall be equitably apportioned among them based upon the relative periods of time that the condition or injury transpired preceding and following the Transfer Time.

Welfare Benefits Generally. (i) Subject to Section 9.01(g), Seller and its Affiliates shall be solely responsible for for: (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee before or his or her spouse, dependent or beneficiary before the applicable Transfer Date, regardless of whether such claims are made and/or identified prior to or after the Transfer Date; (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur before such Transferred Employee’s Transfer Date; (C) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any current Applicable Employee (or former employee of the Xxx Xxxxxx Business his or her spouse, dependent or beneficiary) who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; Date and (DC) claims relating to COBRA Coverage attributable to “qualifying events” occurring before or on the Transfer Date, and all claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Applicable Employee who does not become a Transferred Employee and his or her eligible beneficiaries and dependents, whether dependents occurring before, on on, or after the Closing Transfer Date; and (ii) Buyer and its Affiliates the Companies shall be solely responsible for for: (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his the applicable Transfer Date (except to the extent the Transferred Employee or her Transfer Date, any beneficiary or dependent thereof has elected COBRA Coverage under Seller’s Welfare Benefits plans) and (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her eligible beneficiaries and dependents that occur on or after such Transferred Employee’s the applicable Transfer Date; it being understood by both parties that any such liability incurred by Seller after the Closing Date with respect to an Applicable Employee shall be reimbursed by Opco to Seller to the extent provided in the Transition Service Agreement. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or the medication is prescribed, and not when the condition arose; provided that claims relating to a hospital confinement that begins before the Transfer Date but continues thereafter shall be treated as incurred before the Transfer Date. A disability or workers’ compensation claim shall be considered incurred on or before the relevant Transferred Employee’s applicable Transfer Date if the injury or condition giving rise to the claim occurs before such Transfer Date, but only if such claim is actually filed on or before the six-month anniversary of such Transfer Datedate.

Welfare Benefits Generally. (i) Subject to Section 9.01(g), Seller and its Affiliates shall be solely responsible for (A) claims and fixed fees for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee before or his or her Transfer spouse, dependent or beneficiary before the Closing Date, regardless of whether such claims are made and/or identified prior to or after the Closing Date; (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur before such Transferred Employee’s Transfer Date; (C) claims fixed fees for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any current Applicable Employee (or former employee of the Xxx Xxxxxx Business his or her spouse, dependent or beneficiary) who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; , and (DC) claims and fixed fees relating to COBRA Coverage attributable to “qualifying events” occurring before or on the Closing Date, and all claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Applicable Employee who does not become a Transferred Employee and his or her eligible beneficiaries and dependents, whether dependents occurring before, on or after the Closing Date; and (ii) Buyer and its Affiliates the Companies shall be solely responsible for (A) claims and fixed fees for Welfare Benefits and for workers workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his the Closing Date (except to the extent the Transferred Employee or her Transfer Date, any beneficiary or dependent thereof has elected COBRA Coverage under Seller’s Welfare Benefits plans) and (B) claims and fixed fees relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her eligible beneficiaries and dependents that occur on or after the Closing Date; it being understood by both parties that any such liability incurred by Seller after the Closing Date with respect to a Transferred Employee’s Transfer DateEmployee shall be reimbursed by Opco to Seller to the extent provided in the Service Agreements. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or the medication is prescribed, and not when the condition arose; provided that claims relating to a hospital confinement that begins before the Transfer Date but continues thereafter shall be treated as incurred before the Transfer Date. A disability or workers’ compensation claim shall be considered incurred on or before the relevant Transferred Employee’s Transfer Closing Date if the injury or condition giving rise to the claim occurs before such Transfer Date, but only if such claim is actually filed on or before the six-month anniversary of such Transfer Datedate.

Welfare Benefits Generally. With respect to Transferred Employees, (i) Subject to Section 9.01(g), Seller SELLER and its Affiliates affiliates shall be solely responsible for (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) Benefits and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee before his or her Transfer Date; , and (B) claims relating to health continuation coverage required by Section 4980B of the Code or Part 6 of Title I of ERISA (“COBRA Coverage Coverage”) attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur before such Transferred Employee’s Transfer Date; (C) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any current or former employee of the Xxx Xxxxxx Business who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; and (D) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (ii) Buyer BUYER and its Affiliates affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or after such Transferred Employee’s Transfer Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or the medication is prescribed, and not when the condition arose; provided that claims for hospital charges relating to a hospital confinement that begins before the applicable Transfer Date but continues thereafter shall be treated as incurred before the such Transfer Date. All claims for other (non-hospital) charges relating to a hospital confinement that begins before the applicable Transfer Date shall be considered incurred when the services are rendered, the supplies are provided or medication is prescribed. A disability or workers’ compensation claim shall be considered incurred before the relevant Transferred Employee’s applicable Transfer Date if the injury or condition giving rise to the claim occurs before such Transfer Date, but only if such claim is actually filed on or before the six-month first anniversary of such Transfer Date.

Welfare Benefits Generally. With respect to Transferred Employees, (ia) Subject to Section 9.01(g), Seller and its Affiliates shall be solely responsible for (Ai) claims for welfare benefits that are incurred under the type of benefits described in Section 3(1Seller Plans by or with respect to any Transferred Employee before his or her Transfer Date, (ii) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and claims for workers’ compensation, in each case compensation that are incurred by or with respect to any Transferred Employee before his or her Transfer Date; , (Biii) claims relating to health continuation coverage required by Section 4980B of the Code or Part 6 of Title I of ERISA (“COBRA Coverage Coverage”) attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur before such Transferred Employee’s Transfer Date; Date and (Civ) claims for Welfare Benefits and for workers’ compensationretiree medical or retiree life benefits arising under the Seller Plans regardless of when incurred (including without limitation, in each case that are incurred by or with respect such benefits to any current or former employee be provided pursuant to the terms of the Xxx Xxxxxx Business who does not become a Transferred Employeethis Section 6.4), whether incurred before, on or after the Closing Date; and (D) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (iib) Buyer and its Affiliates shall be solely responsible for (Ai) claims for Welfare Benefits and welfare benefits that are incurred under the New Plans by or with respect to any Transferred Employee on or after his or her Transfer Date, (ii) claims for workers compensation, in each case workers’ compensation that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (Biii) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or after such Transferred Employee’s Transfer DateDate and (iv) claims for retiree medical or retiree life benefits arising under the New Plans regardless of when incurred (including without limitation, such benefits to be provided pursuant to the terms of this Section 6.4). For purposes of the foregoing, (A) a medical/dental claim for a welfare benefits shall be considered incurred when the services are renderedas follows: (x) disability, the supplies are provided or the medication is prescribedlife, accidental death and dismemberment, and not when business travel accident insurance benefits, upon the condition arose; provided that claims relating death, accident or other event giving rise to such benefits and (y) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies and (B) a hospital confinement that begins before the Transfer Date but continues thereafter shall be treated as incurred before the Transfer Date. A disability or workers’ compensation claim shall be considered incurred before the relevant Transferred Employee’s applicable Transfer Date if the injury or condition giving rise to the claim occurs before such Transfer Date, but only if such claim is actually filed on or before the six-month first anniversary of such Transfer Date, or such longer period as coincides with the applicable statute of limitations for filing a claim. In the case of a workers’ compensation claim relating to an injury or condition that occurred over a period both preceding and following the Transfer Date, subject to the immediately preceding sentence, the claim shall, except to the extent inconsistent with Applicable Law or any applicable workers’ compensation insurance policy, be the joint responsibility of Seller and Buyer and be equitably apportioned between them based upon the relative periods of time that the condition or injury transpired preceding and following the Transfer Date. In addition, Seller shall treat Transferred Employees who immediately prior to the Effective Time, have satisfied the age and service requirements, or who are within one year of satisfying the age and service requirements, as eligible for retiree medical and retiree life benefits under the applicable Seller Plan (on a subsidized basis, if such Transferred Employees are in a group to which such subsidy applies under the applicable Seller Plan), and permit them to elect to commence such retiree medical and retiree life benefits at any time on and after their respective Transfer Dates (including without limitation, at the time they terminate employment with Buyer and its Affiliates). Moreover, Transferred Employees who, as of the Transfer Date, are participants in an applicable Seller Plan which provides retiree medical and retiree life benefits on a subsidized basis (and are in a group to which such subsidy applies under the applicable Seller Plan), and have been employees of Seller since prior to 2003, but are more than one (1) year, but not more than ten (10) years, away from satisfying the age and service requirements to commence such retiree medical and retiree life benefits under the applicable Seller Plan, shall be participants in an applicable New Plan which provides retiree medical and retiree life benefits on a subsidized basis, and Buyer shall count the years of service with Seller and its Affiliates (and any predecessors) before such employee’s Transfer Date for purposes of determining the eligibility for such subsidized retiree medical and retiree life benefits and the level of such benefits. Transferred Employees who commenced employment with Seller or its Affiliates on January 1, 2003 or later, shall participate in an applicable New Plan which provides retiree medical and retiree life benefits on an unsubsidized basis to the extent such Transferred Employees were participants in the applicable Seller Plan which provides retiree medical and retiree life benefits, respectively. Notwithstanding any provision of this Agreement to the contrary, nothing herein shall prohibit Seller (or Buyer, as applicable), from amending, modifying or terminating any of their respective post -retirement welfare plans or prevent the application of any such amendment, modification or termination to any Transferred Employee; provided that no such amendment shall treat the Transferred Employees in materially less favorable a manner than similarly situated former employees of Seller (or current or former employees of Buyer, as applicable).

Welfare Benefits Generally. (i) Subject to Section 9.01(g), Seller and its Affiliates shall be solely responsible for for: (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee before or his or her spouse, dependent or beneficiary before the applicable Transfer Date, regardless of whether such claims are made and/or identified prior to or after the Transfer Date; (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur before such Transferred Employee’s Transfer Date; (C) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any current Applicable Employee (or former employee of the Xxx Xxxxxx Business his or her spouse, dependent or beneficiary) who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; Date and (DC) claims relating to COBRA Coverage attributable to “qualifying events” occurring before or on the Transfer Date, and all claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Applicable Employee who does not become a Transferred Employee and his or her eligible beneficiaries and dependents, whether dependents occurring before, on on, or after the Closing Transfer Date; and (ii) Buyer and its Affiliates the Companies shall be solely responsible for for: (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his the applicable Transfer Date (except to the extent the Transferred Employee or her Transfer Date, any beneficiary or dependent thereof has elected COBRA Coverage under Seller’s Welfare Benefits plans) and (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her eligible beneficiaries and dependents that occur on or after such Transferred Employee’s the applicable Transfer Date; it being understood by both parties that any such liability incurred by Seller after the Closing Date with respect to an Applicable Employee who becomes a Leased Employee shall be reimbursed by Opco to Seller to the extent provided in the Master Employee Leasing Agreement and, if applicable, the Transition Services Agreement. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or the medication is prescribed, and not when the condition arose; provided that claims relating to a hospital confinement that begins before the Transfer Date but continues thereafter shall be treated as incurred before the Transfer Date. A disability or workers’ compensation claim shall be considered incurred on or before the relevant Transferred Employee’s applicable Transfer Date if the injury or condition giving rise to the claim occurs before such Transfer Date, but only if such claim is actually filed on or before the six-month anniversary of such Transfer Datedate.

Welfare Benefits Generally. (i) Subject to Section 9.01(g), Seller BPI and its Affiliates shall be solely responsible for (Ai) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) Benefits and for workers’ ' compensation, in each case that are incurred by or with respect to any Transferred Employee and his or her beneficiaries and dependents before his or her Transfer Date; (Bii) claims relating to COBRA Coverage coverage attributable to “"qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur before such Transferred Employee’s Transfer Date; (C) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any current or former employee of the Xxx Xxxxxx Business who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; and (D) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Xxx Xxxxxx Business Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (ii) Buyer and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (B) claims relating to COBRA Coverage attributable to “qualifying events” " with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or before such Transferred Employee's Transfer Date; (iii) claims for Welfare Benefits and for workers' compensation, in each case that are incurred by or with respect to any Selected Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, regardless of when incurred; and (iv) claims relating to COBRA coverage attributable to "qualifying events" with respect to any Selected Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, regardless of when incurred. Kos and its Affiliates shall be solely responsible for (i) claims for Welfare Benefits and for workers' compensation, in each case that are incurred by or with respect to any Transferred Employee and his or her beneficiaries and dependents on or after his or her Transfer Date, and (ii) claims relating to COBRA Coverage attributable to "qualifying events" with respect to any Transferred Employee and his or her beneficiaries and dependents that occur after such Transferred Employee’s 's Transfer Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or the medication is prescribed, and not when the condition arose; provided that claims relating to a hospital confinement that begins on or before the a Transferred Employee's Transfer Date but continues thereafter shall be treated as incurred on or before the such Transfer Date. A disability or workers’ ' compensation claim shall be considered incurred on or before the relevant Transferred Employee’s 's Transfer Date if the injury or condition giving rise to the claim occurs on or before such Transfer Date, but only if such claim is actually filed on or before the six-month anniversary of such Transfer Date.