Common use of Welfare Benefits Plans Clause in Contracts

Welfare Benefits Plans. (a) Effective as of the Effective Time and to the extent permitted by applicable Law, Purchaser shall permit each Transferred Employee to enroll in Welfare Plans provided by Purchaser or its Affiliates to their employees on the Closing Date which are consistent with Section 6.1(b). (b) Subject to the provisions of Section 6.2(a) and the conditions stated below, with respect to the coverage of the Transferred Employees under the group health plans provided by Purchaser or its Affiliates, (i) each such employee’s credited service with Newpark and its Affiliates shall be credited against any waiting period applicable to eligibility for enrollment of new employees under Purchaser’s group health plans; (ii) limitations on benefits due to pre-existing conditions shall be waived (or, if such a waiver is not otherwise required by applicable Laws, Purchaser shall use commercially reasonable efforts to have them waived), to the extent waived under the corresponding Benefit Plan for any Transferred Employee enrolled in any group health plan maintained by Newpark and its Affiliates as of the Closing Date; and (iii) any out of pocket annual maximums and deductibles taken into account under the Newpark group health plan for any Transferred Employee from and after March 1, 2007 to the Closing Date, shall to the extent permitted under Purchaser’s group health plans, be credited under said group health plans. Notwithstanding anything to the contrary herein, Purchaser’s obligations in this Section 6.2(b) are subject to and conditioned upon satisfaction of all of the following conditions: (i) copies of all group health plan records pertaining to out of pocket annual maximums, deductibles and similar costs incurred by Transferred Employees under the Newpark group health plans shall be provided to the insurance carriers providing group health benefits to employees of Purchaser or its Affiliates; (ii) only expenses incurred from and after March 1, 2007 through the end of the current plan year for Purchaser’s group health plans, or February 28, 2008, will be credited; and (iii) the insurance carriers that provide group health benefits to Purchaser’s employees shall receive certificates of creditable coverage for all of the Transferred Employees and their dependents. (c) Purchaser shall be responsible for providing the notices and making available COBRA Continuation Coverage for all Transferred Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B) occur on or after the Closing Date. Newpark shall continue to be responsible for providing the notices and making available COBRA Continuation Coverage, for all of the Former Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B) occur prior to the Closing Date. (d) Notwithstanding anything in this Agreement to the contrary, if any Transferred Employee has become disabled (within the meaning of the applicable Welfare Plan maintained by Newpark or its Affiliates that provides short-term or long-term disability benefits) prior to the Closing Date, Newpark and/or its Affiliates will retain liability for the provision of disability benefits payable to such Transferred Employee under Newpark’s Welfare Plans, if any, with respect to such disability (but not with respect to any reoccurrence of such a disability after such Transferred Employee returns to active service on or following the Closing Date). From and after the Closing Date, any right to reemployment for any Transferred Employees who are on short-term or long-term disability as of immediately prior to the Effective Time shall be the obligation of Purchaser and its Affiliates and not of Newpark and its Affiliates. (e) From and after the Effective Time, (i) Purchaser shall assume and honor or shall cause the Transferred Entities to assume and honor, all unpaid vacation or other paid time off days of the Transferred Employees that accrued prior to the Effective Time, and (ii) Purchaser shall sponsor a vacation and paid time off policy that applies to each Transferred Employee and shall take into account service with Newpark and its Affiliates as provided in Section 6.3(a). (f) Subject to the limitations set forth in Section 2.1(b)(ii), Purchaser shall provide Transferred Employees whose employment is terminated during the six-month period immediately following the Closing Date severance pay and benefits on the terms and conditions set forth in Section 6.2(f) of the Newpark Disclosure Schedule. Notwithstanding the foregoing, Purchaser and the Transferred Entities shall not be under any obligation to continue the employment of any individual for any period of time following the Closing as a result of any provision of this Agreement.

Welfare Benefits Plans. (a) Effective as of the Effective Time and to the extent permitted by applicable Law, Purchaser shall permit each Transferred Employee to enroll in Welfare Plans provided by Purchaser or its Affiliates to their employees on the Closing Date which are consistent with Section 6.1(b). (b) Subject to the provisions of Section 6.2(a) and the conditions stated below, with respect to the coverage of the Transferred Employees under the group health plans provided by Purchaser or its Affiliates, (i) each such employee’s credited service with Newpark and its Affiliates shall be credited against any waiting period applicable to eligibility for enrollment of new employees under Purchaser’s group health plans; (ii) limitations on benefits due to pre-existing conditions shall be waived (or, if such a waiver is not otherwise required by applicable Laws, Purchaser shall use commercially reasonable efforts to have them waived), to the extent waived under the corresponding Benefit Plan for any Transferred Employee enrolled in any group health plan maintained by Newpark and its Affiliates as of the Closing Date; and (iii) any out of pocket annual maximums and deductibles taken into account under the Newpark group health plan for any Transferred Employee from and after March January 1, 2007 2008 to the Closing Date, shall to the extent permitted under Purchaser’s group health plans, be credited under said group health plans. Notwithstanding anything to the contrary herein, Purchaser’s obligations in this Section 6.2(b) are subject to and conditioned upon satisfaction of all of the following conditions: (i) copies of all group health plan records pertaining to out of pocket annual maximums, deductibles and similar costs incurred by Transferred Employees under the Newpark group health plans shall be provided to the insurance carriers providing group health benefits to employees of Purchaser or its Affiliates; (ii) only expenses incurred from and after March January 1, 2007 through the end of the current plan year for Purchaser’s group health plans, or February 28, 2008, will be credited; and (iii) the insurance carriers that provide group health benefits to Purchaser’s employees shall receive certificates of creditable coverage for all of the Transferred Employees and their dependents. (c) Purchaser shall be responsible for providing the notices and making available COBRA Continuation Coverage for all Transferred Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B) occur on or after the Closing Date. Newpark shall continue to be responsible for providing the notices and making available COBRA Continuation Coverage, for all of the Former Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B) occur prior to the Closing Date. (d) Notwithstanding anything in this Agreement to the contrary, if any Transferred Employee has become disabled (within the meaning of the applicable Welfare Plan maintained by Newpark or its Affiliates that provides short-term or long-term disability benefits) prior to the Closing Date, Newpark and/or its Affiliates will retain liability for the provision of disability benefits payable to such Transferred Employee under Newpark’s Welfare Plans, if any, with respect to such disability (but not with respect to any reoccurrence of such a disability after such Transferred Employee returns to active service on or following the Closing Date). From and after the Closing Date, any right to reemployment for any Transferred Employees who are on short-term or long-term disability as of immediately prior to the Effective Time shall be the obligation of Purchaser and its Affiliates and not of Newpark and its Affiliates. (e) From and after the Effective Time, (i) Purchaser shall assume and honor or shall cause the Transferred Entities to assume and honor, all unpaid vacation or other paid time off days of the Transferred Employees that accrued prior to the Effective Time, and (ii) Purchaser shall sponsor a vacation and paid time off policy that applies to each Transferred Employee and shall take into account service with Newpark and its Affiliates as provided in Section 6.3(a). (f) Subject to the limitations set forth in Section 2.1(b)(ii), Purchaser shall provide Transferred Employees whose employment is terminated during the six-month period immediately following the Closing Date severance pay and benefits on the terms and conditions set forth in Section 6.2(f) of the Newpark Disclosure Schedule. Notwithstanding the foregoing, Purchaser and the Transferred Entities shall not be under any obligation to continue the employment of any individual for any period of time following the Closing as a result of any provision of this Agreement.

Welfare Benefits Plans. (a) Effective Except as otherwise provided in this Section 6.2 and without limiting the generality of Section 6.1(b), the Effective Time participation by Transferred Entity Employees in Welfare Plans maintained by Seller and its Affiliates shall cease at the Closing. Subject to the extent permitted by applicable Lawprovisions of this Section 6.2, Purchaser shall permit each Transferred Entity Employee to enroll as of the Closing in Welfare Plans provided that are offered by Purchaser or to its Affiliates to their employees on the Closing Date which are consistent with Section 6.1(b)similarly situated employees. (b) Subject Except as otherwise provided in Sections 6.2(e) and 6.2(f), notwithstanding anything in this Article VI to the provisions of Section 6.2(a) and the conditions stated belowcontrary, with respect to claims arising under any Welfare Plan of Seller and its Affiliates, (i) Seller and its Affiliates shall be solely responsible for any claims for Welfare Benefits that are incurred by or with respect to any Transferred Entity Employee and his or her beneficiaries or dependents before the Closing Date and (ii) Purchaser shall be solely responsible for any claims for Welfare Benefits that are incurred by or with respect to any Transferred Entity Employee and his or her beneficiaries or dependents on or after the Closing Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or medications are prescribed, and not when the condition arose. (c) With respect to the coverage of the Transferred Entity Employees under the group health plans provided by Purchaser or its AffiliatesPurchaser's Welfare Plans, (i) each such employee’s credited Transferred Entity Employee's service with Newpark Seller and its Affiliates shall be credited against any waiting period applicable to eligibility for enrollment of new employees under Purchaser’s group health plans's Welfare Plans; (ii) limitations on benefits due to pre-existing conditions shall be waived (or, if such a waiver is not otherwise required by applicable Laws, Purchaser shall use commercially reasonable efforts to have them waived), to the extent waived under the corresponding Benefit Plan for any Transferred Entity Employee enrolled in any group health plan Welfare Plan maintained by Newpark and Seller or its Affiliates as of the Closing DateDate to the extent such limitations do not then apply under Seller's or its Affiliate's Welfare Plans, or to the extent required under applicable Law; and (iii) any out of out-of-pocket annual maximums and deductibles taken into account under the Newpark Seller Group Health Plan for any Transferred Entity Employee in the calendar year which contains the Closing Date shall be credited under Purchaser's Welfare Plans for the same calendar year. With respect to aggregate lifetime maximum benefits available under Purchaser's Welfare Plans, a Transferred Entity Employee's prior claim experience under any of the component pro-grams of the Welfare Plan maintained by Seller and its Affiliates will not be taken into account. (d) With respect to the Seller Group Health Plan, Seller and its Affiliates shall cause their records as to the length and dates of each group health plan for participant's (and covered dependents') creditable coverage, within the meaning of HIPAA, to be transferred to Purchaser. For this purpose, participants shall mean Transferred Entity Employees with respect to whom Seller and its Affiliates have any Transferred Employee from and current or potential HIPAA responsibilities as of or after March 1, 2007 to the Closing Date, shall to . To the extent permitted under Purchaser’s group health plansrequired by law, be credited under said group health plans. Notwithstanding anything to the contrary herein, Purchaser’s obligations in this Section 6.2(b) are subject to and conditioned upon satisfaction of all of the following conditions: (i) copies of all group health plan records pertaining to out of pocket annual maximums, deductibles and similar costs incurred by Transferred Employees under the Newpark group health plans Purchaser shall be provided to the insurance carriers responsible for providing group health benefits to employees of Purchaser or its Affiliates; (ii) only expenses incurred from and after March 1, 2007 through the end of the current plan year for Purchaser’s group health plans, or February 28, 2008, will be credited; and (iii) the insurance carriers that provide group health benefits to Purchaser’s employees shall receive timely certificates of creditable coverage for (within the meaning of HIPAA) to all Transferred Entity Employees (and covered dependents) and other participants (and covered dependents), with such certificates to include and aggregate each such employee's (and covered dependents') period of creditable coverage under both the Transferred Employees Seller Group Health Plan and their dependentsPurchaser's group health plans; provided, however, that Purchaser's obligation with respect to creditable coverage earned by individuals while they were employed by Seller and its Affiliates shall be limited to the data provided to Purchaser by Seller and its Affiliates. (ce) Beginning as of the Closing, Purchaser or the applicable Transferred Entity shall be responsible for providing the notices and making available COBRA Continuation Coverage the health care continuation coverage, all as required by Section 4980B of the Code, for all Transferred Entity Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B4980B of the Code) occur on or after the Closing Date. Newpark ; provided, however, that Seller and its Affiliates shall continue provide Purchaser with the records necessary to be responsible for providing the notices identify and making available COBRA Continuation Coverage, for all of the Former Employees and their respective covered dependents whose qualifying events (as defined in Code Section 4980B) occur prior to the Closing Dateadminister such responsibilities. (df) Notwithstanding anything in this Agreement herein to the contrary, if any Transferred Entity Employee has become disabled (within the meaning of the applicable Welfare Plan maintained by Newpark or its Affiliates that provides short-term or and/or long-term disability benefitsplan of Seller and its Affiliates) on or prior to the Closing Date, Newpark any short-term and/or its Affiliates will retain liability for the provision of long-term disability salary continuation benefits payable to such Transferred Employee under Newpark’s Welfare Plans, if any, with respect and welfare benefits relating to such disability (but shall be paid under their terms immediately before the Closing and, beginning as of the Closing, short-term disability benefits shall be the sole responsibility of Purchaser; provided, however, that Purchaser shall not with respect have any obligation to provide any long-term disability benefits to any reoccurrence of such a disability after such Transferred Employee returns to active service on or following the Closing Date). Entity Employee. (g) From and after the Closing Date, any right to reemployment for any Transferred Employees who are on short-term or long-term disability as of immediately prior to the Effective Time shall be the obligation of Purchaser and its Affiliates and not of Newpark and its Affiliates. (e) From and after the Effective Time, (i) Purchaser shall assume and honor or and shall cause the Transferred Entities to assume and honor, all unpaid vacation or other paid time off days of the Transferred Entity Employees that accrued prior to the Effective TimeClosing Date in the calendar year which contains the Closing Date, and (ii) Purchaser shall sponsor a vacation and paid time off pay policy that applies to each Transferred Entity Employee and shall take into account service with Newpark Seller and its Affiliates as provided in Section 6.3(a6.4(a). With respect to unused vacation days of the Transferred Entity Employees that accrued in any calendar year ending prior to the Closing Date, each Transferred Entity Employee shall be paid by Seller or its Affiliates in cash on or as soon as practicable after the Closing Date for the number of such unused vacation days in excess of the number of days which may be "carried over" under Purchaser's vacation policy, which the parties hereto agree is 10 days, to the extent credited under the vacation pay policy of Seller or its Affiliates. The cost of vacation days accrued under the vacation pay policy of Seller or its Affiliates which may be "carried over" under Purchaser's vacation policy will be accrued on the Statement of Selected Assets. (fh) Subject Seller and its Affiliates and Purchaser shall take all actions necessary or appropriate so that, effective as of the Closing, (i) the account balances (whether positive, in which case Seller will transfer cash equal to such balance, or negative, in which case Purchaser will transfer cash equal to such balance) under the Seller FSAs of the Transferred Entity Employees who are participants in the Seller FSAs (the "Covered Employees") shall be transferred to one or more comparable plans of Purchaser to the limitations set forth extent Purchaser offers such benefits (collectively, the "Purchaser Flex Plans"); (ii) the elections, contribution levels and coverage levels of the Covered Employees shall apply under the Purchaser Flex Plans in Section 2.1(b)(ii)the same manner as under the Seller FSAs to the extent Purchaser offers such benefits; and (iii) the Covered Employees shall be reimbursed from the Purchaser Flex Plans for claims incurred at any time during the plan year of the Seller FSA in which the Closing Date occurs and submitted to the Purchaser Flex Plans from and after the Closing Date substantially on the same basis, terms and conditions as under the Seller FSAs to the extent Purchaser offers such benefits. (i) Purchaser shall be responsible for making tuition reimbursements or adoption assistance payments to any Transferred Entity Employees who (i) obtained all necessary approval under the applicable tuition reimbursement plan or adoption assistance plan of Seller and its Affiliates prior to the Closing, and (ii) satisfy all necessary requirements for reimbursement under such plans after the Closing. (j) Purchaser shall provide each Transferred Employees Entity Employee whose employment is terminated during the sixtwelve-month period immediately following ending on the first anniversary of the Closing Date severance pay and benefits on equal to the terms greater of (i) the severance pay and conditions set forth benefits to which such Transferred Entity Employee would have been entitled under the Seller Severance Plan as in Section 6.2(f) of the Newpark Disclosure Schedule. Notwithstanding the foregoing, Purchaser and the Transferred Entities shall not be under any obligation effect prior to continue the employment of any individual for any period of time following the Closing as a result Date, and (ii) any severance pay and benefits to which such Transferred Entity Employee is entitled under Purchaser's severance plans for which similarly situated Purchaser employees are eligible, counting both service with Seller and its Affiliates and service with Purchaser for purposes of any provision of this Agreementeligibility and valuation.