Welfare Plans Clause Samples

Welfare Plans. Effective as of the Closing Date, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

Welfare Plans. To the extent permitted by applicable Law, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) to (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) with respect to participation and coverage requirements applicable to Company Employees, other than limitations that were in effect with respect to such Company Employees as of the Closing Date under the corresponding Company Benefit Plan or to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time, (ii) honor any payments, charges and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occurs.

Welfare Plans. Except as otherwise provided herein, immediately prior to, and subject to, the Spin Off, IFG shall cause all IFG Benefit Plans that are employee welfare benefit plans, as defined in Section 3(1) of ERISA (the "Existing Welfare Plans"), to be divided into separate, identical component plans covering, respectively, (i) the Retained Employees (and their beneficiaries) (the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participants, including without limitation, participants (and their beneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, Subtitle B of ERISA prior to the Closing Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans"). Notwithstanding the foregoing, IFG shall cause the IFG Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for IFG after the Spin Off and employees who were working in the United States' based multifamily apartment business of IFG and the Subsidiaries not set forth on Section 4.2(b) of the IFG Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "IFG LTD Plan") and (ii) all other participants in the Existing LTD Plan (the "SpinCo LTD Plan"). Without limiting the generality of the foregoing, immediately prior to, and subject to, the Spin Off, IFG shall cause a "spin off" of the assets and liabilities of each of the IFG Voluntary Employees' Beneficiary Association and the Existing Flexible Spending Plan (which contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each of the VEBA and the Flex Plan into separate, identical, component plans and trusts, in accordance with applicable law, covering, respectively, (i) the Retained Employees (and their beneficiaries) (respectively, the "IFG VEBA" and "IFG Flex Plan") and (ii) all other participants (and their beneficiaries) in the VEBA and the Flex Plan (respectively, the "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, the Spin Off, IFG shall cause the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and SpinCo Flex Plan to be transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA and IFG ...

Welfare Plans. Each Welfare Plan complies currently and has been maintained in substantial compliance with its terms and, both as to form and in operation, with all material requirements prescribed by any and all material statutes, orders, rules and regulations that are applicable to such plans, including ERISA and the Code, except where the failure to do so will not have a Material Adverse Effect. Sellers do not sponsor, maintain, or contribute to any Welfare Plan that provides health or death benefits to former employees of the Stations other than as required by Section 4980B of the Code or other applicable laws.

Welfare Plans. The Company will maintain in full force and effect, for the continued benefit of you and your dependents for a period terminating 24 months after the Date of Termination, all insured and self-insured employee welfare benefit Plans (including, without limitation, medical, life, dental, vision and disability plans) in which you were eligible to participate at any time during the 90-day period immediately preceding the Change in Control, provided that your continued participation is possible under the general terms and provisions of such Plans and any applicable funding media and without regard to any discretionary amendments to such Plans by the Company following the Change in Control (or prior to the Change in Control if amended as a condition or at the request or insistence of a Person (other than the Company) related to the Change in Control) and provided that you continue to pay an amount equal to your regular contribution under such Plans for such participation (based upon your level of benefits and employment status most favorable to you at any time during the 90-day period immediately preceding the Change in Control). The continuation period under federal and state continuation laws, to the extent applicable, will begin to run from the date on which coverage pursuant to this clause (b) ends. If, at the end of the 24-month period, you have not previously received or are not then receiving equivalent benefits from a new employer (including coverage for any pre-existing conditions), the Company, pursuant to federal and state law, will provide, for a period of eighteen (18) months (the “COBRA Period”), a continuation of your and your dependents’ coverage under such Plans (the “COBRA Coverage”), provided that you will be required to pay for such benefits during the COBRA Period, should you elect to receive COBRA Coverage. .

Welfare Plans. Participation in any welfare benefit plans and ------------- programs of the Company as in effect from time to time;

Welfare Plans. (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Ne...

Welfare Plans. Except as disclosed on Schedule 7.12, no Employee Benefit Plan, which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as required by Title I, Part 6 of ERISA or the applicable state insurance laws.

Welfare Plans. Lear shall retain all assets relating to the Employee Benefit Plans in which Employees participate that are welfare benefit plans and shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for the benefits described below by participants of such plans which are incurred prior to the Closing Date. The Company shall be liable (and shall hold Lear and its Affiliates harmless) for all claims for benefits incurred during the period beginning the day after the Closing Date and ending on the “New Plan Effective Date” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after the Closing Date but on or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of such services, materials or supplies; (iii) long-term disability benefits, as of the date of the event giving rise to the long-term disability benefit by L▇▇▇’▇ insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement wit...