Common use of Welfare Plans Clause in Contracts

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 New Welfare Plan.

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 Law, and applicable tax qualification requirements 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, (Ai) 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 (Bii) 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 New Welfare Plan.

Welfare Plans. (a) For all purposes (including purposes As of vestingthe Closing Date, eligibility to participate each Company Employee shall cease participation in the health and level of benefits) under the employee welfare benefit plans of Seller (each, a “Seller Welfare Plan”) and commence or continue participation in the health and welfare benefit plans maintained by Buyer and or its affiliates providing benefits to any Acquired Employees Affiliates (which, for the avoidance of doubt, after the Closing (shall include any Company Benefit Plans). Benefits in respect of all welfare plan claims incurred by Company Employees on or after the “New Welfare Plans” ), each Acquired Employee Closing shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder provided by Buyer or its affiliatesAffiliates. For purposes of this Section 6.05, including a claim shall be deemed “incurred” on the Acquired Companies and their Subsidiaries, before date that the Closing, event that gives rise 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, claim occurs (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 life insurance, severance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of healthcare programs). For 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 Company 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 who immediately prior to the Closing and Date participated in a healthcare and/or dependent care flexible spending arrangement (an “FSA”) under a section 125 plan of Seller, Buyer shall cause any provide the same level of coverage under an equivalent plan of Buyer or its Affiliate and shall treat the Company Employees as if their participation had been continuous from the beginning of the Seller’s plan year. As soon as practicable after the Closing, Seller shall transfer to Buyer (or its applicable Affiliate(s)) a cash lump sum equal to the total amount that Company Employees have contributed to the applicable FSAs of Seller through the Closing Date for the plan year that includes the Closing, less all amounts that have been paid from such FSAs through the Closing Date for eligible expense claims incurred by the Company Employees in the plan year that includes the Closing (such difference, the “FSA Amount”). If the FSA Amount is less than $0, as soon as practicable after the Closing, Buyer shall transfer to Seller a cash lump sum equal to all amounts that have been paid from Seller’s FSAs through the Closing Date for eligible claims incurred by the Company Employees in the plan year that includes the Closing, less the total amount that Company Employees have contributed to Seller’s FSAs through the Closing Date for the plan year that includes the Closing. The Company Employees’ salary reduction elections shall be taken into account for the remainder of Buyer’s plan year as if made under Buyer’s plan, and Buyer’s FSA shall reimburse eligible expenses incurred by such employee and his or her covered dependents Company Employees at any time during the portion Seller’s plan year, including expenses incurred before the Closing Date, up to the amount of the plan year of the Old Plan ending on the date such employee’s participation in election and reduced by amounts previously reimbursed by 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 New Welfare PlanSeller’s FSA.

Welfare Plans. (a) For Except as otherwise provided herein, immediately prior to, and subject to, the Spin Off, IFG shall cause all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the IFG Benefit Plans that are employee welfare benefit plans plans, as defined in Section 3(1) of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing ERISA (the “New "Existing Welfare Plans” "), each Acquired Employee shall subject to applicable Law be divided into separate, identical component plans covering, respectively, (i) the Retained Employees (and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliatestheir beneficiaries) (the "IFG Welfare Plans") and (ii) all other Existing Welfare Plan participants, including the Acquired Companies without limitation, participants (and their Subsidiariesbeneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, 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 Subtitle B of ERISA prior to the ClosingClosing Date regardless of when an election for continuation coverage is made by the participant (the "SpinCo Welfare Plans"). Notwithstanding the foregoing, provided that IFG shall cause the foregoing shall 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 apply to set forth on Section 4.2(b) of the extent that its application would result 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 a duplication of benefitsthe Existing LTD Plan (the "SpinCo LTD Plan"). In addition, and without 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 (Awhich contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each Acquired Employee shall be immediately eligible to participateof the VEBA and the Flex Plan into separate, without any waiting timeidentical, component plans and trusts, in any accordance with applicable law, covering, respectively, (i) the Retained Employees (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 their beneficiaries) (such plans, collectivelyrespectively, the “Old Plans” ), "IFG VEBA" and "IFG Flex Plan") and (Bii) for purposes of each New Welfare all other participants (and their beneficiaries) in the VEBA and the Flex Plan providing medical(respectively, dentalthe "SpinCo VEBA" and the "SpinCo Flex Plan"). Immediately prior to and subject to, pharmaceutical and/or vision benefits to any Acquired Employeethe Spin Off, Buyer, or, as applicable, an Acquired Company, IFG shall cause all pre-existing condition exclusions the SpinCo Welfare Plans, SpinCo LTD Plan, SpinCo VEBA and actively-at-work requirements of such New Welfare SpinCo Flex Plan to be waived for such Acquired Employee transferred to SpinCo but shall retain the IFG Welfare Plans, IFG LTD Plan, IFG VEBA 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 IFG Flex Plan. Prior to the Closing Spin Off, IFG shall draft the appropriate documents and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during use its reasonable best efforts to take all actions necessary, to the portion extent possible, to effectuate the intent 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 New Welfare Planthis Section 7.12(g).

Welfare Plans. (a) For all purposes (including purposes To the extent permitted by applicable Law, Parent will cause each benefit plan of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer Parent and its affiliates providing benefits 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 Acquired 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 after as of the Closing (Date under the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his corresponding Company Benefit Plan 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 limitations, exclusions, 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 waiting periods would not have been satisfied or waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated Company Benefit Plan immediately prior to the Closing Effective Time, (ii) honor any payments, charges and Buyer shall cause any expenses of such Company Employees (and their eligible expenses incurred by such employee dependents) that were applied toward the deductible 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 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 his waiting periods would not have been satisfied or her covered dependents 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 plan 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 as if such amounts had been paid in accordance with such New Welfare Planwhich the Effective Time occurs.

Welfare Plans. (a) For Until December 31, 2007, Buyer covenants that it shall (a) assume, adopt and maintain the medical, dental, health, pharmaceutical, and vision Benefit Plans of the Acquired Companies and its Subsidiaries, relating to the Business and listed in Section 7.2 of the Seller Disclosure Schedules (the “Scheduled Welfare Plans”) and, accordingly, shall thereby continue in full force and effect each Scheduled Welfare Plan subject to the terms and conditions thereof, to the extent such Scheduled Welfare Plan is offered as of the Closing Date to the Business Employees and their dependents; or (b) provide all purposes (including purposes of vestingBusiness Employees and their dependents, eligibility to participate with coverage under one or more medical, dental, health, pharmaceutical, and level of benefits) under the employee welfare vision benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Successor Welfare Plans” ”), each Acquired Employee shall subject including without limitation health coverage (collectively, “Coverage”), which meets the following requirements as of the Closing Date: (A) the Coverage is substantially identical to applicable Law and applicable tax qualification requirements be credited with his or her years of the coverage provided under the Scheduled Welfare Plans, (B) 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 Seller prior to the ClosingClosing Date shall be credited against all service and waiting period requirements under the Successor Welfare Plans, provided that (C) the foregoing Successor Welfare Plans 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 provide 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 (except to the extent such New exclusions or requirements were applicable under the corresponding Scheduled Welfare Plan to Plan), and (D) the deductibles and/or co-payments in effect under the Successor Welfare Plans shall be waived for reduced by any deductibles and/or co-payments paid by such Acquired Employee and employee and/or his or her covered dependents, unless such conditions would not have been waived dependents under the comparable plans of Knight Ridder or its affiliates, including Scheduled Welfare Plans for the Acquired Companies and their Subsidiaries, plan year in which the Closing Date occurs. Notwithstanding anything to the contrary herein, Buyer covenants that it shall assume, adopt and maintain the Scheduled Welfare Plans until at least November 30, 2007 for the benefit of Seller and/or Renegy employees to the extent such Acquired Employee participated Scheduled Welfare Plans are offered as of 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 Date to such employee employees and his or her covered dependents their dependents, and, accordingly, such Scheduled Welfare Plans shall thereby continue in full force and effect until at least November 30, 2007, subject to the terms and conditions thereof; provided, that nothing herein shall obligate Buyer to pay any premiums in respect of such Scheduled Welfare Plans for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planany employees that are not Business Employees.

Welfare Plans. Parent shall, or shall cause the Company and the Surviving Corporation to, take all necessary action so that there shall be (ai) For waived all purposes (including purposes limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Retained Employees and former employees of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer Company and its affiliates providing benefits to any Acquired Employees after Subsidiaries and the Closing (the “New Welfare Plans” )spouses, each Acquired Employee shall subject to applicable Law dependents and applicable tax qualification requirements be credited with his or her years other beneficiaries 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 persons under any similar employee welfare or fringe benefit plan in which that any such Acquired Employee participated or was persons may be eligible to participate in after the consummation of the Offer, other than limitations or waiting periods that are in effect with respect to such persons and that have not been satisfied as of the consummation of the Offer under the corresponding welfare or fringe benefit plan maintained for such persons 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 consummation of the foregoing, Offer and are not satisfied thereafter and (Aii) provided each Acquired Employee shall be immediately eligible such person credit for any co-payments and deductibles paid by such person for the applicable plan year prior 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 Offer 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 satisfying 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 applicable deductible 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 under any welfare plans that such person is eligible to participate in after the consummation of the Offer. Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, retiree medical and other retiree health benefits to persons who are immediately prior to the consummation of the Offer eligible for such benefits under the EMWA Plan as in effect immediately prior to the consummation of the Offer, or who would immediately prior to the consummation of the Offer be eligible therefor but for the fact that they, or the person with respect to whom they are a dependent, had not yet terminated employment with the Company and its Subsidiaries, or who will or would within twelve months after the consummation of the Offer be so eligible therefor (such eligibility to be determined based on the terms of the EMWA Plan as in effect immediately prior to the date of this Agreement). Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, medical and other health benefits to persons who incur or are dependents of persons who incur an illness or other disability or leave of absence, or are dependents of persons who die, prior to the consummation of the Offer and who are at such time, or would be after such time, according to the terms of the EMWA Plan as in effect immediately prior to such employee time, eligible for benefits under such plan due to such illness or other disability or leave of absence or death. Parent shall take all necessary action so that no amount held at any particular time by the trustee pursuant to the terms of EMWA Trust Agreement entered into between First National Bank in DeKalb and his or her covered dependents the Company (the "EMWA Trust") shall be used for the applicable plan year as benefit of any persons other than the group of employees and former employees (and their spouses, dependents and beneficiaries) who contributed, or with respect to whom the Company, the Surviving Corporation and their Subsidiaries contributed, such amounts. In particular, if after the consummation of the Offer any action is taken to change the group of employees and former employees covered by the EMWA Plan, the assets of the EMWA Trust at such amounts had been paid in accordance with such New Welfare Plan.time shall only be used for the benefit of the group of employees and former employees (and their

Welfare Plans. Effective as of the Closing or the Transfer Date, as applicable, and thereafter, Buyer shall, or shall cause a Controlled Affiliate to, use commercially reasonable efforts to (a) For all purposes (including purposes of vestingensure that no eligibility waiting periods, eligibility actively-at-work requirements or pre-existing condition limitations or exclusions shall apply with respect to participate and level of benefits) the Continuing Employees under the employee applicable health and welfare benefit plans benefits plan of Buyer and or any of its affiliates providing benefits Controlled Affiliates (except to any Acquired the extent such terms are applicable under the Seller Benefit Plans that such Continuing Employees after participated in immediately prior to the Closing (the “New Welfare Plans” Closing), each Acquired Employee shall subject to applicable Law (b) waive any and applicable tax qualification all evidence of insurability 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, respect to the same Continuing Employees to the extent as such Acquired Employee was entitled, before evidence of insurability requirements were not applicable to the Closing, to credit for Continuing Employees under the Seller Benefit Plans that such service under any similar employee benefit plan Continuing Employees participated 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 (Bc) for purposes of credit each New Welfare Plan providing medicalContinuing Employee with all deductible payments, 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 or other co-payments paid by such Continuing Employee under the Seller Benefit Plans that each such Continuing Employee participated in prior to the Closing during the year in which the Closing occurs for the purpose of determining the extent to which any such employee and has satisfied his or her covered dependents deductible and whether he or she has reached the out-of-pocket maximum under any health benefit plan of Buyer or any of its Controlled Affiliates for such year. As soon as practicable, but in no event later than ten (10) Business Days following, the Closing Date, Seller or Seller’s applicable insurance carrier shall provide Buyer or Buyer’s group health plan (in a format useable by Buyer’s insurance carrier) with a report or other documentation setting forth as of the Closing Date all deductible payments, out-of-pocket or other copayments toward out-of-pocket maximums paid by Continuing Employees for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planwhich the Closing occurs under the Benefit Plans that are employee welfare benefit plans.

Welfare Plans. Except as otherwise required by applicable Law, (ai) For all purposes (including purposes Abbott or one of vesting, eligibility to participate and level of benefits) its Continuing Affiliates shall retain responsibility under the Abbott “employee welfare benefit plans plans” (as defined in Section 3(1) of Buyer ERISA, whether or not such plan is subject to ERISA) in which the Transferred Employees participate with respect to all welfare benefit claims incurred by the Transferred Employees and their eligible dependents prior to the Closing and all welfare benefit claims incurred by Former Business Employees and their eligible dependents (other than claims under Stand-Alone Employee Plans) whether prior to or following the Closing and (ii) New Mylan or one of its affiliates providing benefits to any Acquired Affiliates shall be responsible for all welfare benefit claims incurred by Transferred Employees and their eligible dependents on or 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 for all welfare benefit claims incurred by Former Business Employees and their Subsidiaries, before eligible dependents under Stand-Alone Employee Plans. With respect to any “employee welfare benefit plan” maintained by New Mylan or any of its Affiliates in which Transferred Employees are eligible to participate after the Closing, or any Stand-Alone Employee Plan in which Former Business Employees are eligible to the same extent as such Acquired Employee was entitled, before participate after the Closing, New Mylan shall, and shall cause its Affiliates to, use reasonable best efforts to credit for (A) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such service under any similar employee benefit plan in which Transferred Employees (or with respect to Stand-Alone Employee Plans, applicable to such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply Former Business Employees) to the extent that its application would result in a duplication of benefits. In addition, such conditions and without limiting exclusions were satisfied by such individual or did not apply under 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 plans maintained by Abbott or any 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 Affiliates immediately prior to the Closing and Buyer shall cause (B) provide each Transferred Employee (or with respect to Stand-Alone Employee Plans, such Former Business Employee) with credit for any eligible expenses incurred co-payments and deductibles paid by such employee and his or her covered dependents during the portion of individual in the plan year of in which the Old Plan ending on Closing occurs prior to the date such employee’s participation Closing 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 any analogous deductible or out-of-pocket requirements to the extent applicable to under any such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planplan.

Welfare Plans. (a) For SFX and Entertainment shall take all purposes actions necessary or appropriate so that, as of the later of the Effective Time or June 1, 1998, all members of the Delsener/Xxxxxx Group shall cease to be participating employers and sponsors of the SFX Welfare Plans. The SFX Group shall have sole responsibility for retaining and discharging: (including purposes 1) all Liabilities and Adverse Consequences relating to or arising out of vestingthe SFX Welfare Plans by or in respect of Entertainment Participants who are not Distribution Employees or Beneficiaries of Distribution Employees with respect to claims incurred on or prior to the later of the Distribution Date or the date all members of the Delsener/Xxxxxx Group cease to be participating employers and sponsors of the relevant SFX Welfare Plan (which date shall not be later than the later of the Effective Time or June 1, eligibility to participate and level of benefits) 1998), provided such claims are filed or submitted within the time period required under the employee welfare benefit plans SFX Welfare Plan; (2) all Liabilities and Adverse Consequences relating to or arising out of Buyer the SFX Welfare Plans by or in respect of Entertainment Participants who are Distribution Employees or Beneficiaries of Distribution Employees with respect to claims incurred on or prior to the later of the Effective Time or the date all members of the Delsener/Xxxxxx Group cease to be participating employers and its affiliates providing benefits to any Acquired Employees after sponsors of the Closing relevant SFX Welfare Plan (which date shall not be later than the “New Welfare Plans” later of the Effective Time or June 1, 1998), each Acquired Employee provided such claims are filed or submitted within the time period required under the SFX Welfare Plan; and (3) all Liabilities and Adverse Consequences relating to or arising out of the SFX Welfare Plans by or in respect of individuals who are not Entertainment Participants. Effective as of the Distribution Date, the Delsener/Xxxxxx Group shall subject have no Liabilities and shall not be responsible for any Adverse Consequences relating to applicable Law and applicable tax qualification requirements be credited with his or her years arising out of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the ClosingSFX Welfare Plans except, to the same extent as such Acquired Employee was entitledone or more of its members continues to be a participating employer or sponsor of a SFX Welfare Plan, before for the Closingamounts described in Section 2.2(c). For purposes of this Section 2.2, 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 claim shall be immediately eligible to participate, without any waiting time, in any deemed incurred when the service is rendered 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, not when 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 individual is formally billed 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 charged for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planservice.

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 Affiliates providing benefits to any Acquired Hired Employees after the Closing listed on Schedule H (the “New Welfare Plans” ”), each Acquired Hired Employee shall shall, subject to applicable Law and applicable tax qualification requirements IRC requirements, be credited with his or her years of service with Knight Ridder Xxx or its affiliates, including the Acquired Companies and their Subsidiaries, Affiliates before the Closing, Closing to the same extent as such Acquired Hired Employee was entitled, before the Closing, entitled 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, (Ai) each Acquired Hired Employee shall be immediately become eligible to participate, to the extent permissible by the IRC and the New Welfare Plans, without any waiting time, in any and all New Welfare Plans if such Acquired Hired Employee participated immediately before the consummation of the transactions contemplated by this Agreement Closing in a comparable type of welfare benefit plan of a Seller Entity Xxx Enterprises (such plans, collectively, the “Old Plans” ”), ; and (Bii) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Hired Employee, Buyer, or, as applicable, an Acquired Company, Buyer or its Affiliates shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Hired 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, Xxx in which such Acquired Hired Employee participated immediately prior to the Closing or under the existing comparable plans of the Buyer, 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 Closing Date 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 New Welfare Plan.

Welfare Plans. (a) For Until December 31, 2007, Buyer covenants that it shall (a) assume, adopt and maintain the medical, dental, health, pharmaceutical, and vision Benefit Plans of the Acquired Company and its Subsidiaries, relating to the Business and listed in Section 7.2 of the Seller Disclosure Schedules (the “Scheduled Welfare Plans”) and, accordingly, shall thereby continue in full force and effect each Scheduled Welfare Plan subject to the terms and conditions thereof, to the extent such Scheduled Welfare Plan is offered as of the Closing Date to the Acquired Employees and their dependents; or (b) provide all purposes (including purposes of vestingAcquired Employees and their dependents, eligibility to participate with coverage under one or more medical, dental, health, pharmaceutical, and level of benefits) under the employee welfare vision benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Successor Welfare Plans” ”), each Acquired Employee shall subject including without limitation health coverage (collectively, “Coverage”), which meets the following requirements as of the Closing Date: (A) the Coverage is substantially similar in the aggregate to applicable Law and applicable tax qualification requirements be credited with his or her years of the coverage provided under the Scheduled Welfare Plans, (B) 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 Seller prior to the ClosingClosing Date shall be credited against all service and waiting period requirements under the Successor Welfare Plans, provided that (C) the foregoing Successor Welfare Plans 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 provide 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 (except to the extent such New exclusions or requirements were applicable under the corresponding Scheduled Welfare Plan to be waived for such Acquired Employee or otherwise required by the Successor Welfare Plan), and his or her covered dependents, unless such conditions would not have been waived (D) the deductibles and/or co-payments in effect 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 Successor Welfare Plans shall cause be reduced by any eligible expenses incurred deductibles and/or co-payments paid by such employee and and/or his or her covered dependents during under the portion of Scheduled Welfare Plans for the plan year in which the Closing Date occurs. Except as provided herein, nothing in this Agreement shall limit the rights of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins Buyer to be taken into account under such New Welfare Plan for purposes of satisfying all deductibleamend, coinsurance and maximum out-of-pocket requirements applicable to such employee and his modify or her covered dependents for the applicable terminate any particular plan year as if such amounts had been paid in accordance with such New Welfare Planor program.

Welfare Plans. Purchaser or one of its Affiliates shall be responsible for (ai) For with respect to the Transferred Entity Benefit Plans, all purposes Liabilities related to welfare benefit claims of Transferred Employees, Former Business Employees and their eligible dependents and (including purposes ii) with respect to Seller Benefit Plans that are not Transferred Entity Benefit Plans, all Liabilities related to welfare benefit claims incurred following the Closing by Transferred Employees, Former Business Employees and their eligible dependents. The Seller Group shall be responsible for all Liabilities related to welfare benefit claims incurred as of vesting, eligibility to participate and level of benefits) the Closing under the employee welfare benefit plans Seller Benefit Plans that are not Transferred Entity Benefit Plans. Any Former Business Employee who has experienced a qualifying event under the U.S. Consolidated Omnibus Budget Reconciliation Act of Buyer 1985, as codified at Section 601 et seq. of ERISA and its affiliates providing benefits to any Acquired Employees after at Section 4980B of the Closing Code (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law COBRA”) and applicable tax qualification requirements be credited with his or her years dependents who are receiving benefits pursuant to COBRA under a Seller Benefit Plan that is not a Transferred Entity Benefit Plan as of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before Closing shall be permitted to continue receiving benefits pursuant to COBRA under such Seller Benefit Plan following 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 For purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Transferred Employee, Buyer, or, as applicable, an Acquired Company, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee 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, Seller Benefit Plans in which such Acquired Employee employee participated immediately prior to the Closing Closing, and Buyer Purchaser shall use commercially reasonable efforts to 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 Plans 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 New Welfare Plan.

Welfare Plans. Parent shall, or shall cause the Company and the Surviving Corporation to, take all necessary action so that there shall be (ai) For waived all purposes (including purposes limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Retained Employees and former employees of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer Company and its affiliates providing benefits to any Acquired Employees after Subsidiaries and the Closing (the “New Welfare Plans” )spouses, each Acquired Employee shall subject to applicable Law dependents and applicable tax qualification requirements be credited with his or her years other beneficiaries 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 persons under any similar employee welfare or fringe benefit plan in which that any such Acquired Employee participated or was persons may be eligible to participate in after the consummation of the Offer, other than limitations or waiting periods that are in effect with respect to such persons and that have not been satisfied as of the consummation of the Offer under the corresponding welfare or fringe benefit plan maintained for such persons 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 consummation of the foregoing, Offer and are not satisfied thereafter and (Aii) provided each Acquired Employee shall be immediately eligible such person credit for any co-payments and deductibles paid by such person for the applicable plan year prior 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 Offer 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 satisfying 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 applicable deductible 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 under any welfare plans that such person is eligible to participate in after the consummation of the Offer. Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, retiree medical and other retiree health benefits to persons who are immediately prior to the consummation of the Offer eligible for such benefits under the EMWA Plan as in effect immediately prior to the consummation of the Offer, or who would immediately prior to the consummation of the Offer be eligible therefor but for the fact that they, or the person with respect to whom they are a dependent, had not yet terminated employment with the Company and its Subsidiaries, or who will or would within twelve months after the consummation of the Offer be so eligible therefor (such eligibility to be determined based on the terms of the EMWA Plan as in effect immediately prior to the date of this Agreement). Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, medical and other health benefits to persons who incur or are dependents of persons who incur an illness or other disability or leave of absence, or are dependents of persons who die, prior to the consummation of the Offer and who are at such time, or would be after such time, according to the terms of the EMWA Plan as in effect immediately prior to such employee time, eligible for benefits under such plan due to such illness or other disability or leave of absence or death. Parent shall take all necessary action so that no amount held at any particular time by the trustee pursuant to the terms of EMWA Trust Agreement entered into between First National Bank in DeKalb and his or her covered dependents the Company (the "EMWA Trust") shall be used for the applicable plan year as benefit of any persons other than the group of employees and former employees (and their spouses, dependents and beneficiaries) who contributed, or with respect to whom the Company, the Surviving Corporation and their Subsidiaries contributed, such amounts. In particular, if after the consummation of the Offer any action is taken to change the group of employees and former employees covered by the EMWA Plan, the assets of the EMWA Trust at such amounts had been paid in accordance with time shall only be used for the benefit of the group of employees and former employees (and their spouses, dependents and beneficiaries) covered by the EMWA Plan prior the effective time of such New Welfare Planaction.

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 Law, and applicable tax qualification requirements 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, (Ai) 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 (Bii) 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 use its commercially reasonable efforts (based on information provided by Seller) to 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 New Welfare Plan.

Welfare Plans. (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits for vacation or severance 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 Law, and applicable tax qualification requirements 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, (Ai) 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” )”) consistent with the terms of the Old Plans, and (Bii) 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 New Welfare Plan.

Welfare Plans. (a) For all purposes (including purposes If any employee of vestingany Acquired Company on the Closing Date becomes, eligibility to participate and level of benefits) under on or after the Closing Date, a participant in any employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) or other employee welfare benefit or fringe benefit arrangements of Buyer and or any of its affiliates providing benefits to any Acquired Employees after the Closing Affiliates (collectively, the “New Welfare Buyer Benefit Plans” ”), Buyer will cause (i) the Buyer Benefit Plans to provide for the immediate participation of such employee pursuant to its terms and (ii) the Buyer Benefit Plans to credit each Acquired Employee shall subject employee with the same service and any other item credited to applicable Law and applicable tax qualification requirements be credited with his or her years otherwise accumulated for the benefit of service with Knight Ridder or its affiliates, including such employee under the corresponding welfare benefit plans of the Acquired Companies (except the Teledyne Pension Plan which was closed in January 2004 to new participants and their Subsidiariesthe Teledyne Stock Advantage Plan), before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit including service credited for such service under waiting periods and amounts credited toward any similar employee benefit plan in which such Acquired Employee participated medical 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 benefitshealth insurance deductible or co-payments or out-of-pocket maximums. In addition, and without Without limiting the generality of the foregoing, (A) Buyer will cause each Acquired Employee shall be immediately eligible to participateBuyer Benefit Plan, 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 extent applicable: (i) to be taken into account under such New Welfare Plan for purposes of satisfying recognize all deductibleamounts applied to deductibles, coinsurance and maximum co-payments, out-of-pocket requirements applicable maximums and lifetime maximum benefits with respect to each such employee under the corresponding welfare benefit plan of the Acquired Companies; (ii) to recognize all service credited to waiting periods with respect to each such employee under the corresponding welfare benefit plan of the Acquired Companies; (iii) to not impose any limitations on coverage of pre-existing conditions of any such employee, except to the extent such limitations applied to such employee under the corresponding welfare benefit plan of the Acquired Companies; and his (iv) to not impose any other conditions (such as proof of good health, evidence of insurability or her covered dependents for a requirement of a physical examination) upon the applicable participation by any such employee who was participating in the corresponding welfare benefit plan year as if such amounts had been paid in accordance with such New Welfare Planof the Acquired Companies.

Welfare Plans. (a) For all purposes (including purposes Effective as of vestingthe Closing Date, eligibility to participate and level of benefits) under the CPU shall establish employee welfare benefit plans maintained by CPU or any of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing ERISA Affiliates (the “New "CPU 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 affiliatesincluding, including the Acquired Companies and their Subsidiariesbut not limited to, 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 disability and group life insurance plans, which shall: (i) provide coverage to Company Employees and their spouses and eligible dependents effective as of the Closing Date which is substantially similar to coverage provided to similarly-situated employees of CPU's operations in the United States, (ii) provide credit to Company Employees for prior service with the Seller and any Acquired Employeeof its ERISA Affiliates for purposes of any waiting periods under the CPU Welfare Plans, Buyerand (iii) with respect to medical and dental benefits, or, as applicable, an Acquired Company, shall cause all waive any pre-existing condition exclusions and actively-at-work requirements of limitations (to the extent such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would limitations were not have been waived applicable under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated Retained Plans immediately prior to the Closing Date). The CPU Welfare Plans shall be responsible and Buyer liable for all claims for health, accident, sickness and disability benefits and workers compensation claims that are deemed incurred after the Closing Date by Company Employees. Seller and the Retained Plans shall cause any eligible expenses remain responsible and liable for all similar claims that are deemed incurred by Company Employees on or prior to the Closing Date, to the extent such employee and his or her claims are otherwise covered dependents during by the portion terms of the plan year Retained Plans. For purposes of the Old Plan ending this Section 5.21(d): (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 or material was rendered to, prescribed or received by the Company Employee claiming such employee’s participation benefit, (ii) a claim for sickness or disability benefits or workers compensation will be deemed to have been incurred on the date on which such injury or illness giving rise to such claim occurred, and (iii) in the corresponding New Welfare Plan begins case of any claim for benefits other than health benefits and sickness and disability benefits (e.g., life insurance benefits), a claim will be deemed to be taken into account under such New Welfare Plan for purposes have been incurred upon the occurrence of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable the event giving rise 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 New Welfare Planclaim.

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 Affiliates providing benefits to any Acquired Hired Employees after the Closing listed in Schedule F hereto (the “New Welfare Plans” ”), each Acquired Hired Employee shall shall, subject to applicable Law and applicable tax qualification requirements IRC requirements, be credited with his or her years of service with Knight Ridder Xxx or its affiliates, including the Acquired Companies and their Subsidiaries, Affiliates before the Closing, Closing to the same extent as such Acquired Hired Employee was entitled, before the Closing, entitled 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, (Ai) each Acquired Hired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Hired Employee participated immediately before the consummation of the transactions contemplated by this Agreement Closing in a comparable type of welfare benefit plan of a Seller Entity Xxx Enterprises (such plans, collectively, the “Old Plans” ”), ; and (Bii) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Hired Employee, Buyer, or, as applicable, an Acquired Company, Buyer or its Affiliates shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Hired 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, Xxx in which such Acquired Hired Employee participated immediately prior to the Closing 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 Closing Date 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 New Welfare Plan.

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, (Ai) 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 (Bii) 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 New Welfare Plan.

Welfare Plans. (a) For BH Media shall assign to Buyer, and Buyer shall assume the BH Media Employee Benefit Plans to the extent that such assignment and assumption is permitted under the terms of such plans (the “Assumed Plans”). Buyer shall permit the Acquired Employees to continue active participation in Assumed Plans until Buyer determines that it is advisable for the Acquired Employees to commence participation in benefit plans maintained by Buyer (or its Affiliates) in accordance with the terms of Buyer’s (or its Affiliates’) plans (the “Buyer Welfare Plans” ). If any of the BH Media Employee Benefit Plans is not assignable by BH Media or assumable by Buyer, then Buyer will use commercially reasonable efforts to permit any Acquired Employees affected by such circumstances to participate in comparable Buyer Welfare Plans. At such time as the Acquired Employees begin participation in any of the Buyer Welfare Plans, 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 Welfare Plans providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” )Closing, 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 BH Media or its affiliates, including the Acquired Companies and their Subsidiaries, Affiliates 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 Buyer 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 an Acquired Employee and his or her covered dependents during the portion of the plan year of the Old Plan applicable plan ending on the date such employee’s participation in the corresponding New Buyer Welfare Plan begins to be taken into account under such New Buyer 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 New Buyer Welfare Plan.

Welfare Plans. Effective as of the Closing, the Purchaser shall establish or identify welfare benefit plans that will provide benefits to (aand assume liabilities and account balances of the Seller's flexible benefits plan with respect to) For Company Employees and their dependents in accordance with this Section 5.1.7. Effective as of the Closing, Seller shall transfer or cause to be transferred to the Purchaser (or one of its Affiliates designated by Purchaser) an amount in cash equal to the excess, if any, of the aggregate contributions for the plan year in which the Closing occurs of all purposes (including purposes of vesting, eligibility Company Employees then participating in Seller's flexible benefits plans over the aggregate reimbursements for the plan year in which the Closing occurs to participate and level of benefits) all Company Employees under such plan. The Purchaser shall cause such amounts to be credited to each such employee's accounts under the employee Purchaser's (or one of its Affiliate's) corresponding flexible benefits plan, which shall be established and in effect for such employees as of the Closing, and all claims for reimbursement which have not been paid as of the date of the transfer to the Purchaser (or one of its Affiliates) and credited under the Purchaser's (or one of its Affiliate's) flexible benefits plan shall be paid pursuant to and under the terms of the Purchaser's (or one of its Affiliate's) flexible benefits plan. In connection with such transfer, the Purchaser shall deem that such employees' deferral elections made under the Seller's flexible benefits plan for the plan year in which the Closing occurs shall continue in effect under the Purchaser's (or one of its Affiliate's) flexible benefits plan for the remainder of the plan year in which the Closing occurs. Effective as of the Closing, the Company shall be responsible and liable for providing the appropriate COBRA notices and coverage required under COBRA to Company Employees and their beneficiaries who experience a "qualifying event" on or after the Closing Date, and Seller or one of its Affiliates other than the Company shall be responsible and liable for providing the appropriate COBRA notices and for providing or continuing to provide coverage required under COBRA with respect to Company Employees, Former Employees and their beneficiaries who experience a "qualifying event" before the Closing Date. If Company Employees participate in the welfare benefit plans of Buyer and the Purchaser or its affiliates providing benefits to any Acquired Employees Affiliates after the Closing Closing, the Purchaser shall, or shall cause the Company to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of the “New Welfare Plans” ), each Acquired Employee shall Purchaser or its Affiliates to be waived with respect to the Company Employees and their eligible dependents to the extent waived under the corresponding Plan 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 (ii) give each Company 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 in which the Old Plan ending on transition from the date such employee’s participation in Seller's or its Affiliates' (other than the corresponding New Welfare Plan begins Company) plans to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance the Purchaser's or its Affiliates' plans occurs towards applicable deductibles and maximum annual out-of-pocket requirements applicable limits for expenses incurred prior to the transition date. From and after the Closing, the Seller shall remain responsible for claims of Company Employees and their eligible dependents incurred prior to the Closing Date under those plans that are health, disability, accident or life insurance plans (other than liabilities under a flexible benefits plan within which account balances have been transferred as described in this Section) and, except as otherwise provided in this Section 5.1.7, the Purchaser and the Company shall be responsible for all such employee liabilities incurred by any Company Employee and his his/her eligible dependents on or her covered dependents for after the applicable plan year as if such amounts had been paid in accordance with such New Welfare PlanClosing Date.

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 Law, and applicable tax qualification requirements 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, (Ai) 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 (Bii) 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 New Welfare Plan.

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 With respect to any Acquired Employees Transferred Employee who was covered by a medical, dental or health plan maintained by CTI or any of its Affiliates on the day before the Closing Date (and beneficiaries thereof) (each, a “Covered Individual”), if such coverage (the “Old Coverage”) is changed on or after the Closing Date and before the first anniversary of the Closing Date, Buyer shall, or shall cause its Affiliates, to use commercially reasonable efforts (i) to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to each Covered Individual under the “New Welfare Plans” )new group health coverage, other than conditions, exclusions or waiting periods that are already in effect with respect to any such Covered Individual under the Old Coverage that have not been satisfied as of the date such new coverage is put in place, and (ii) if the Old Coverage is changed prior to January 1, 2009, to provide each Acquired Employee shall subject such Covered Individual with credit for any deductibles and co-payments applied or made with respect to applicable Law and applicable tax qualification requirements be credited with his him or her years of service with Knight Ridder or its affiliates, including under the Acquired Companies and their Subsidiaries, before the Closing, Old Coverage (to the same extent as that such Acquired Employee credit was entitled, before given under such Old Coverage prior to the Closing, to credit for date such service new coverage was put in place) in satisfying any applicable deductible or out-of-pocket requirements under any similar employee benefit plan such plans in which such Acquired Employee participated or was individuals may be eligible to participate immediately prior to after the ClosingClosing Date; provided, provided however, that the foregoing shall not apply to the extent that its application it would result in a duplication of benefits. In additionFor the period commencing on the Closing Date and ending immediately prior to January 1, and without limiting 2009, Buyer shall, or shall cause its Affiliates (including the generality of Company or 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” Subsidiaries), and (B) to limit the participant contribution required for purposes of each New Welfare Plan providing Covered Individuals to obtain such medical, dental, pharmaceutical and/or dental and vision benefits coverage to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements no more than the participant contribution required of such New Welfare Plan to be waived Covered Individuals for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived similar coverage under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated Benefit Plans 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 New Welfare PlanDate.

Welfare Plans. (a) For Except as otherwise provided herein, immediately prior to, and subject to, the Distribution, the Company shall cause all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the Company employee benefit plans that are employee welfare benefit plans plans, as defined in Section 3(l) of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing ERISA (the “New "Existing Welfare Plans” "), each Acquired Employee shall subject to applicable Law be divided into separate, identical component plans covering, respectively, (i) the Retained Employees (and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliatestheir beneficiaries) (the "Company Welfare Plans") and (ii) all other Existing Welfare Plan participants, including the Acquired Companies without limitation, participants (and their Subsidiariesbeneficiaries) who experienced a "qualifying event" for purposes of the group health plan continuation coverage requirements of Section 4980 of the Code and Title I, 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 Subtitle B of ERISA prior to the ClosingClosing Date regardless of when an election for continuation coverage is made by the participant (the "Holdings Welfare Plans"). Notwithstanding the foregoing, provided that the foregoing Company shall cause the Company Long Term Disability Plan (the "Existing LTD Plan") to be divided into two separate, identical component plans covering, respectively, (i) employees who work for the Company after the Distribution and employees who were working in the United States based multifamily apartment business of the Company and the Subsidiaries not apply to set forth on Section 4.2(h) of the extent that its application would result Company Disclosure Letter at the time they became eligible for benefits under the Existing LTD Plan (the "Company LTD Plan") and (ii) all other participants in a duplication of benefitsthe Existing LTD Plan (the " Holdings LTD Plan"). In addition, and without Without limiting the generality of the foregoing, immediately prior to, and subject to, the Distribution, the Company shall cause a "spin-off" of the assets and liabilities of each of the Company Voluntary Employees' Beneficiary Association and the Company's existing Flexible Spending Plan (Awhich contains premium, dependent care and medical health reimbursement component parts) (respectively, the "VEBA" and the "Flex Plan") resulting in the division of each Acquired Employee shall be immediately eligible to participateof the VEBA and the Flex Plan into separate, without any waiting timeidentical, component plans and trusts, in any accordance with applicable law, covering, respectively, (i) the Retained Employees (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 their beneficiaries) (such plans, collectivelyrespectively, the “Old Plans” ), "Company VEBA" and "Company Flex Plan") and (Bii) for purposes of each New Welfare all other participants (and their beneficiaries) in the VEBA and the Flex Plan providing medical(respectively, dentalthe "Holdings VEBA" and the "Holdings Flex Plan"). Immediately prior to and subject to, pharmaceutical and/or vision benefits to any Acquired Employeethe Distribution, Buyer, or, as applicable, an Acquired Company, the Company shall cause all pre-existing condition exclusions the Holdings Welfare Plans, Holdings LTD Plan, Holdings VEBA and actively-at-work requirements of such New Welfare Holdings Flex Plan to be waived for such Acquired Employee transferred to Holdings but shall retain the Company Welfare Plans, Company LTD Plan, Company VEBA 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 Company Flex Plan. Prior to the Closing Distribution, the Company shall draft the appropriate documents and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during use its reasonable best efforts to take all actions necessary, to the portion extent possible, to effectuate the intent 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 New Welfare Planthis Section 7.2(c).

Welfare Plans. (a) For all purposes (including purposes With respect to any welfare Plan maintained by Purchasers or any of vesting, eligibility their respective Affiliates in which Business Employees are eligible 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 Closing, Purchasers shall, and shall cause their respective Affiliates to: (the “New Welfare Plans” ), each Acquired Employee shall subject i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable Law to such Business Employees 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, covered spouse and/or dependents to the same extent as such Acquired Employee was entitled, before conditions and exclusions were satisfied or did not apply to such Business Employees under the Closing, to credit for such service under analogous welfare Plans maintained by Sellers or any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate of their respective Affiliates 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 (Bii) provide each Business Employee with credit for purposes of each New Welfare Plan providing medicalany co-insurance, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all predeductibles and accumulations toward out-existing condition exclusions and activelyof-at-work requirements of pocket maximums paid by such New Welfare Plan to be waived for such Acquired Business Employee and his or her covered dependents, unless such conditions would not have been waived spouse and/or dependents prior to Closing in the Plan year in which the Closing occurs under the comparable plans group health care Plans maintained by Sellers or any of Knight Ridder their respective Affiliates in satisfying any analogous deductible 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 to the extent applicable to under any such employee and his group health care Plan maintained by Purchasers or her covered dependents for any of their respective Affiliates; provided, however, that no such credit shall affect the applicable limits under any such welfare Plan maintained by Purchasers or any of their respective Affiliates or entitle any Business Employee (or covered spouse or dependent) to any refund because such credit exceeds any limit imposed by Purchasers’ Plan. Sellers shall, at their sole cost and expense, provide Purchasers’ group health plan year with a report setting forth all co-insurance, deductibles and accumulations toward out-of-pocket maximums paid by the Business Employees under any such Plan of Sellers or any of their respective Affiliates as if such amounts had been paid of the Closing Date and as of the date six (6) months following the Closing Date. Effective as of the Closing, Purchasers or their respective Affiliates shall assume all obligations for providing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, to U.S. Business Employees (and their eligible dependents). Notwithstanding the foregoing, Sellers shall retain responsibility under the Seller welfare Plans in accordance which the Business Employees participate with such New Welfare Planrespect to all welfare benefit claims incurred by the Business Employees and their eligible dependents prior to the Closing, expressly excluding disability claims. For purposes of the preceding sentence, (i) a welfare benefit claim under a group health plan shall be considered incurred on the date when the services are rendered or supplies are provided and not when the condition arose or when the course of treatment began, (ii) a welfare benefit claim under a life insurance benefit plan shall be considered incurred on the date of death and (iii) a claim for workers’ compensation shall not be considered and is not a welfare benefit claim.

Welfare Plans. For the period commencing on the Closing Date and ending on December 31, 2016: (ai) For all purposes (including purposes of vesting, eligibility the Purchaser shall cause each Transferred Employee to participate be entitled to receive health and level of benefits) welfare benefits that are no less favorable in the aggregate than those employee health and welfare benefits the Transferred Employee was entitled to receive under the employee health and 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 Sellers immediately prior to the Closing, provided at employee contribution rates that are substantially similar in the foregoing shall not apply aggregate to the employee contribution rates under the Sellers’ health and welfare benefit plans immediately prior to the Closing; (ii) to the extent that its application would result in a duplication of benefits. In additionpermitted under the Purchaser’s plans, and without limiting the generality of the foregoing, (A) each Acquired Employee Purchaser shall be immediately eligible to participate, without waive any waiting timeperiods, 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 or limitations, evidence of insurability or good health or actively-at-work requirements exclusions otherwise applicable to any Transferred Employees or their dependents or beneficiaries under any welfare benefit plans, as defined in Section 3(l) of ERISA (whether or not such New Welfare Plan plan is subject to be waived for such Acquired Employee and his ERISA), similar state statute 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, applicable foreign Law in which such Acquired Employee participated immediately Transferred Employees may be eligible to participate (other than to the extent applicable under the Plans prior to Closing); and (iii) to the Closing and Buyer extent permitted under the Purchaser’s plans, the Purchaser shall provide or cause to be provided that any eligible costs or expenses incurred by such employee the Transferred Employees (and his or her covered their respective dependents during and beneficiaries) up to (and including) 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 Closing Date shall be taken into account under such New Welfare Plan specifically applied for purposes of satisfying all applicable deductible, coinsurance and co-payment, coinsurance, maximum out-of-pocket requirements applicable provisions and like adjustments or limitations on coverage under any such welfare benefit plans. Except as set forth under Section 6.01(e), the Purchaser shall be responsible under its employee welfare benefit plans for all amounts payable by reason of claims incurred by Transferred Employees and their eligible dependents and beneficiaries at any time after the Closing Date. Except to such employee the extent the Plan continues to be sponsored by one of the Companies or the Subsidiaries, the Sellers shall remain responsible for any medical insurance benefit claims incurred by Business Employees prior to the Closing Date under the Plans. For purposes of this Section 6.03, “medical insurance benefit claims” shall not include claims for workers compensation benefits, disability benefits, sick pay benefits or supplemental pay benefits. A claim shall be deemed incurred when the service is performed for medical claims and his or her covered dependents when a hospital stay commences for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planhospitalization.

Welfare Plans. Except as provided in this SECTION 5.7(d) and SECTIONS 5.7(i), (ak), (l), (n) For and (q), coverage for all purposes (including purposes of vesting, eligibility to participate Active Company Employees and level of benefits) their respective spouses and dependents under the employee Seller Benefit Plans that are welfare benefit plans within the meaning of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing Section 3(1) of ERISA (the “New Welfare Plans” ), each Acquired Employee "SELLER WELFARE PLANS") 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 cease 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 effective immediately prior to the Closing Date. Sellers and the Seller Welfare Plans shall be liable for all claims incurred at any time for individuals who are not Active Company Employees or Former Employees (and their spouses and dependents) and for all claims incurred (whether or not reported) prior to the Closing Date with respect to Active Company Employees and Former Employees and their spouses and dependents under the Seller Welfare Plans. On and after the Closing Date, Buyer and the Sold Companies and Subsidiaries shall cause provide coverage and benefits for all Active Company Employees and their respective eligible spouses and dependents under Buyer's Welfare Plans (as defined below) and shall be responsible for all claims incurred (whether or not reported) with respect to Active Company Employees and their eligible spouses and dependents on and after the Closing Date under the Sold Company Benefit Plans and any eligible expenses incurred plans sponsored by Buyer that are welfare benefit plans within the meaning of Section 3(1) of ERISA (such employee plans collectively, the "BUYER'S WELFARE PLANS"). For purposes of this SECTION 5.7(d) and his or her covered dependents during the portion of the plan year of the Old Plan ending SECTION 5.7(j), a claim will be deemed "incurred" on the date such employee’s participation in that the corresponding New Welfare Plan begins event that gives rise to be taken into account under such New Welfare Plan the claim occurs (for purposes of satisfying life insurance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs); provided that in the event such an individual is in the hospital as an in-patient as of the Closing Date, Sellers shall remain responsible for claims and expenses incurred in connection therewith until release from such hospitalization. The Buyer shall, or shall cause the Sold Companies and the Subsidiaries to, waive any pre-existing condition limitations and eligibility waiting periods with respect to Active Company Employees and their respective spouses and dependents under the Buyer's Welfare Plans (but only to the extent such pre-existing condition limitations and eligibility waiting periods were satisfied under the Company Benefit Plans as of the Closing Date) and shall recognize (or cause to be recognized) the dollar amount of all deductibledeductibles, coinsurance co-payments, co-insurance and maximum out-of-pocket requirements applicable limitations incurred with respect to Active Company Employees and their respective spouses and dependents under the Company Benefit Plans during the calendar year in which the Closing occurs for purposes of satisfying the corresponding deductibles, co-payment, co-insurance or out-of-pocket limitations for such employee and his calendar year under the corresponding Buyer's welfare plans in which the Active Company Employees become entitled to participate after the Closing Date. The provisions of this SECTION 5.7(d) shall not apply in respect of any severance or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plantermination plans, policies or arrangements.