Common use of Welfare Plans Clause in Contracts

Welfare Plans. Lear shall retain all assets relating to the Employee Benefit Plans in which Employees participate that are welfare benefit plans and shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for the benefits described below by participants of such plans which are incurred prior to the Closing Date. The Company shall be liable (and shall hold Lear and its Affiliates harmless) for all claims for benefits incurred during the period beginning the day after the Closing Date and ending on the “New Plan Effective Date” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after the Closing Date but on or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of such services, materials or supplies; (iii) long-term disability benefits, as of the date of the event giving rise to the long-term disability benefit by L▇▇▇’▇ insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAW.

Welfare Plans. Lear shall retain all assets relating to the Employee Benefit Buyer Plans in which Employees participate that are welfare benefit plans within the meaning of Section 3(1) of ERISA (“Buyer’s Welfare Plans”) shall provide coverage and benefits to Continuing Employees of the Acquired Companies and Subsidiaries (and the eligible dependents of the Continuing Employees) beginning on the Closing Date. Buyer shall, or shall cause the Acquired Companies and the Subsidiaries to, waive any pre-existing condition limitations and eligibility waiting periods for Continuing Employees under Buyer’s welfare plans (but only to the extent such pre-existing condition limitations and eligibility waiting periods were satisfied under the Seller benefit plans as of the Closing Date). Colfax benefit plans that are welfare benefits plans within the meaning of Section 3(1) of ERISA and that provide benefits to Continuing Employees (“Colfax Welfare Plans”) shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for incurred with respect to Continuing Employees and their spouses and dependents under the benefits described below by participants of such plans which are Colfax Welfare Plans if incurred on or prior to the Closing Date. The Company Continuing Employees shall be liable (entitled to apply deductibles and shall hold Lear out-of-pocket payments expended for covered medical and its Affiliates harmless) for all claims for benefits incurred during dental expenses under the period beginning Acquired Companies’ welfare plans, in the day after plan year in which the Closing Date occurs, to the deductible and ending on out-of-pocket maximums under the “New Plan Effective Date” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after Buyer’s Welfare Plans. After the Closing Date but on or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectivelyBuyer, the “Covered Individuals”). The Company Acquired Companies and the Subsidiaries shall be responsible for its ratable share of any and all costs of administration and insurance with respect to claims incurred by Continuing Employees after the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the CompanyClosing Date. For purposes of this AgreementSection 5.04(c), the following claims shall a claim will be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of such services, materials or supplies; (iii) long-term disability benefits, as of “incurred” on the date of that the event giving that gives rise to the long-term claim occurs (for purposes of life insurance, sickness, accident and disability benefit by L▇▇▇’▇ insurance carrier; programs) or on the date that treatment or services are provided (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision for purposes of each payment (with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Companyhealth care programs). Lear The provisions of this Section 5.04(c) shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees not apply in respect of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Dateseverance or termination plans, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries policies or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAWarrangements.

Welfare Plans. Lear shall The Sellers or its Affiliates (other than the Companies) will retain all assets relating liabilities for claims incurred by a Company Employee (and his or her eligible spouse and dependents) on or prior to the Employee Closing Date under the Benefit Plans in which Employees participate that are welfare benefit plans within the meaning of Section 3(1) of ERISA and shall all short term disability, salary continuation, severance plans or arrangements (the “Welfare Plans”). Purchaser will, or will cause the Companies or one of their Affiliates, to establish or continue to maintain one or more Purchaser Plans so as to provide benefits to Company Employees under such plans without any break in coverage or benefits, and Purchaser, the Companies, one of their Affiliates or such Purchaser Plan(s) will be liable responsible for all liabilities for claims incurred by a Company Employee (and shall hold his or her eligible spouse and dependents) after the Closing Date under the Welfare Plans. For this purpose claims under any medical, dental, vision, or prescription drug plan generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization, the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan will be incurred on the date the Company Employee is first absent from work because of the condition giving rise to such disability and its Subsidiaries harmless from and against all claims not when the Company Employee is determined to be eligible for benefits under the benefits described below by participants applicable Welfare Plan. The applicable Seller will provide any continuation coverage required under Part 6 of such plans which are incurred Title I of ERISA or applicable state law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Company shall be liable (and shall hold Lear and its Purchaser, the Companies, or one of their Affiliates harmless) for will provide all claims for benefits incurred during the period beginning the day after the Closing Date and ending on the COBRA continuation coverage to each “New Plan Effective Datequalified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company COBRA) occurs after the Closing Date but on or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of such services, materials or supplies; (iii) long-term disability benefits, as of the date of the event giving rise to the long-term disability benefit by L▇▇▇’▇ insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAW.

Welfare Plans. Lear shall retain all assets relating With respect to the Employee Benefit Plans in which Employees participate any Buyer Plan that are is an “employee welfare benefit plans and shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for the benefits described below by participants of such plans which are incurred prior to the Closing Date. The Company shall be liable (and shall hold Lear and its Affiliates harmless) for all claims for benefits incurred during the period beginning the day after the Closing Date and ending on the “New Plan Effective Dateplan” (as defined in Section 7.6)3(1) of ERISA) that provides group health benefits, Buyer shall cause an Acquired Company or another Affiliate of Buyer to use commercially reasonable efforts to (i) waive any pre-existing condition limitations or actively-at-work requirements that were waived or satisfied under the similar AS&O Business Benefit Plan as of the Closing Date and (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, New Buyer Employees with respect to each welfare similar plans maintained by GB Ltd. or its subsidiaries for New Buyer Employees immediately prior to the Closing Date for the plan participant who is a Hired Employee year of the Buyer Plan in which the Closing Date occurs. The Asset Sellers or their Affiliates (other than the Acquired Companies) and the applicable AS&O Business Benefit Plans that are not Acquired Company Benefit Plans shall retain and discharge all liability and obligations for all claims incurred or who becomes employed benefits accrued under such AS&O Business Benefit Plan by AS&O Business Employees, former employees working in the Company AS&O Business, and eligible dependents and beneficiaries thereof on or prior to the Closing Date, including claims which are not reported or submitted until after the Closing Date but on or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes this purpose, a claim is deemed incurred on the date of this Agreementthe occurrence of death, dismemberment or accident in the following case of claims shall be deemed to be incurred as follows: (i) lifeunder life insurance, accidental death and dismemberment and business travel accident insurance benefitsplans, upon and on the death date on which the service, treatment, material or accident giving rise to such benefits; (ii) healthsupply is rendered in the case of claims under medical, dental, visionhospital, and/or prescription drug benefitsand other welfare plans. With respect to any AS&O Business Employee who, upon provision as of such servicesthe Closing Date, materials is receiving or supplies; (iii) eligible to receive short-term disability benefits or is receiving or is in an eligibility waiting or exclusion period for purposes of receiving long-term disability benefits, the Asset Sellers or their Affiliates (other than the Acquired Companies) and the applicable AS&O Business Benefit Plans that are not Acquired Company Benefit Plans shall take all commercially reasonable efforts to ensure that such AS&O Business Employee shall continue to be, or become, as applicable, eligible to receive (in accordance with the terms and conditions of such plan) such disability benefits under the applicable disability plan that is not an Acquired Company Benefit Plan. The applicable AS&O Business Benefit Plans that are not Acquired Company Benefit Plans will retain any obligations under COBRA with respect to AS&O Business Employees and any other COBRA qualified beneficiaries related to the AS&O Business who are enrolled in COBRA continuation coverage as of the date of the event giving rise to the long-term disability benefit by L▇▇▇’▇ insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (Closing Date or with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired whom a qualifying event occurred on or prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAW.

Welfare Plans. Lear (a) Ralcorp shall retain take, or cause to be taken, all assets relating action necessary and appropriate to the Employee Benefit Plans in which Employees participate that are amend each and every welfare benefit plans plan covering its employees (Ralcorp Welfare Plans) to remove Ralcorp as sponsor and named fiduciary and shall be liable for name New Ralcorp as sponsor and shall hold the Company and its Subsidiaries harmless from and against all claims for the benefits described below by participants named fiduciary of each such plans which are incurred plan prior to the Closing Distribution Date. The Company Acquiror shall take, or cause to be liable taken, all action necessary and appropriate to cause either (i) (b) Except as otherwise noted in this Section, Ralcorp shall cause one or more members of the New Ralcorp Group to assume and shall hold Lear and be solely responsible for, or cause its Affiliates harmless) insurance carriers or agents to be responsible for, all liabilities for all welfare benefit claims for benefits incurred during under the period beginning the day after the Closing Date and ending on the “New Plan Effective Date” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after the Closing Date but plans on or before the “New Plan Effective Distribution Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes of this AgreementSection, disability claims are incurred on the date on which the disability was incurred or, in the case of a disability which is not incurred on a single, identifiable date, the following date on which the disability was diagnosed; medical and dental services are incurred when an individual is provided with medical or dental care; death benefit claims shall be deemed are incurred at the time of death of the insured notwithstanding any other provision of any welfare benefit plan to be incurred as follows: the contrary. At the Distribution Date, Branded Employees will cease participation in Ralcorp Welfare Plans, except to the extent (i) lifethat a Branded Employee or a covered dependent of a Branded Employee is hospitalized on the Distribution Date, accidental death and dismemberment and business travel accident insurance benefits, upon in which case such individual shall continue to be covered under the death appropriate Ralcorp Welfare Plan until the individual is discharged from the hospital or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of they elect continued coverage under such services, materials plans pursuant to COBRA or supplies; (iii) long-term disability benefits, as other provisions of the date of plans. New Ralcorp shall be responsible for all qualifying events under COBRA and COBRA claims incurred under the event giving rise to Ralcorp Welfare Plans on or before the long-term disability benefit by L▇▇▇’▇ Distribution Date. (c) New Ralcorp and the New Ralcorp Group shall be responsible for any retiree medical and life insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (benefits payable under any welfare plan with respect to any former employee of Ralcorp or one of its Affiliates who retired from the payroll period within which New Ralcorp Group or the Closing Ralcorp Group on or before the Distribution Date fallsand who met the eligibility requirements for such benefits at that time. Branded Employees who retire from Ralcorp or Acquiror after the Distribution Date shall not be entitled to retiree medical and life insurance benefits from the Ralcorp Welfare Plans, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear but shall be liable eligible for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be coverage as provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAWNew Welfare Plans.

Welfare Plans. Lear (a) SFX and Entertainment shall retain take all assets actions necessary or appropriate so that, as of the Distribution Date, all members of the Delsener/▇▇▇▇▇▇ 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: (1) all Liabilities and Adverse Consequences relating to or arising out of the Employee Benefit SFX Welfare Plans by or in which respect of Entertainment Participants who are not Distribution Employees participate that are welfare benefit plans and shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all or Beneficiaries of Distribution Employees with respect to claims for the benefits described below by participants of such plans which are incurred on or prior to the Closing Distribution Date. The Company shall be liable , provided such claims are filed or submitted within the time periods required under the SFX Welfare Plans; (2) all Liabilities and shall hold Lear and its Affiliates harmless) for all claims for benefits incurred during Adverse Consequences relating to or arising out of the period beginning the day after the Closing Date and ending on the “New Plan Effective Date” (as defined SFX Welfare Plans by or in Section 7.6), respect of Entertainment Participants who are Distribution Employees or Beneficiaries of Distribution Employees with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after the Closing Date but claims incurred on or before prior to the “New Plan Effective Time, provided such claims are filed or submitted within the time periods required under the SFX Welfare Plans; 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”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company Delsener/▇▇▇▇▇▇ Group shall have no Liabilities and shall not be responsible for its ratable share any Adverse Consequences relating to or arising out of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the CompanySFX Welfare Plans. For purposes of this AgreementSection 2.2(a), the following claims a claim shall be deemed to be incurred as follows:when the service is rendered or the materials are provided and not when an individual is formally billed or charged for the service or materials. (ib) lifeExcept as specifically set forth in this Section 2.2, accidental death and dismemberment and business travel accident insurance benefitsEntertainment shall take all actions necessary or appropriate to establish Entertainment Welfare Plans to provide such Welfare Plan benefits as Entertainment determines necessary or appropriate, upon if any, to Entertainment Participants. SFX agrees to provide Entertainment or its designated representatives with such information in the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision possession of such services, materials or supplies; (iii) long-term disability benefits, as a member of the date SFX Group and not already in the possession of a member of the event giving rise to the long-term disability benefit by LDelsener/▇▇▇’▇▇▇ insurance carrier; Group as may be reasonably requested by Entertainment in order to carry out the requirements of this Section 2.2. Entertainment shall have sole responsibility for retaining and discharging all Liabilities and Adverse Consequences relating to or arising out of the Entertainment Welfare Plans. (ivc) workers’ compensation claims, upon the event giving rise On or prior to the claim; Distribution Date, Entertainment shall pay premiums and (v) short-term disability benefits, upon provision of each payment (contributions with respect to the payroll period within Entertainment Participants' coverage under the SFX Welfare Plans in accordance with past practices and procedures except, with respect to the month in which the Closing Distribution Date fallsoccurs, the liability for the short-term disability benefit will be split ratably between Lear any such premiums and the Company, as reasonably determined by Lear in consultation with the Company). Lear contributions shall be liable for paid as soon as practicable after such month and shall hold be pro-rated to the Company day in the month when the Distribution Date occurs and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees based on the number of any Lparticipants employed by the Delsener/▇▇▇▇▇▇ Company and its Subsidiaries who have actually retired prior Group as compared to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment total number of amounts credited as of participants in the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAWSFX Welfare Plan in question.

Welfare Plans. Lear Effective as of the Closing Date, (a) Sellers shall retain all assets relating cause the Corporation to withdraw from and cause each employee of the Employee Benefit Plans Corporation to cease to participate in which Employees participate that are each welfare benefit plan sponsored by Sellers and/or Sellers' affiliates and (b) Purchaser shall cause each such employee to be covered by the welfare benefit plans sponsored and maintained by Purchaser or adopted by the Corporation on and after the Closing Date. Sellers and Sellers' affiliates shall only be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for benefits (other than for short-term disability, workers' compensation and medical and dental benefits) by employees of the benefits described below by participants Corporation (active or inactive) under such welfare benefit plans arising out of such plans which are incurred occurrences prior to the Closing Date. The Company Sellers and Sellers' affiliates shall only be liable (and shall hold Lear and its Affiliates harmless) for all claims for short-term disability benefits incurred and workers' compensation benefits by employees of the Corporation (active or inactive) under such welfare benefit plans with respect to payments otherwise due prior to the Closing Date. Sellers and Sellers' affiliates shall only be liable for claims for medical and dental benefits by employees of the Corporation (active or inactive) under such welfare benefit plans with respect to services and treatment rendered prior to the Closing Date. Moreover, the liability of Sellers and Sellers' affiliates under any such welfare benefit plans is expressly conditioned upon such claims being made within the applicable time period prescribed by Sellers' welfare benefit plans. Purchaser shall cause each of the employees of the Corporation to be granted credit under the welfare benefit plans which may be established by Purchaser for such employees, for the year during the period beginning the day after which the Closing Date occurs, with any deductibles already incurred by such employees for such year under the welfare plans of Sellers and ending on Sellers' affiliates, and Purchaser shall cause there to be waived any pre-existing condition restrictions under Purchaser's welfare benefit plans to the “New Plan Effective Date” (as defined in Section 7.6), extent necessary to provide immediate coverage under Purchaser's welfare plans with respect to each conditions which were not excluded from coverage as pre-existing conditions under Sellers' welfare plan participant who benefit plans. Purchaser shall provide the employees of the Corporation (active or inactive) and their respective beneficiaries with medical benefits sufficient to eliminate health continuation obligations of Sellers and Sellers' affiliates under Section 4980B of the Code. It is a Hired Employee (or who becomes employed agreed and understood that Sellers and/or Sellers' affiliates will cooperate with Purchaser, and take any other actions reasonably requested by Purchaser, so as to enable Purchaser, at its option, to continue the Company after insurance coverage in place immediately prior to the Closing Date but on (or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance similar coverage) with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, benefits of employees of the Corporation (active and inactive) in consultation a manner consistent with the Company. For purposes foregoing provisions of this AgreementSection 17.2, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of such services, materials or supplies; (iii) long-term disability benefits, as of the date of the event giving rise to the long-term disability benefit by L▇▇▇’▇ extent such continuance of insurance carrier; (iv) workers’ compensation claims, upon or similar insurance is available from the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Companyexisting insurance carrier(s). Lear shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAW.

Welfare Plans. Lear (i) Seller shall retain the responsibility for payment of all assets relating to the covered medical, dental, life insurance and long-term disability claims or expenses incurred by any Affected Employee Benefit Plans in which Employees participate that are welfare benefit plans and shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for the benefits described below by participants of such plans which are incurred under any Seller Plan prior to the Closing Date. The Company shall be liable (and shall hold Lear and its Affiliates harmless) for all claims for To the extent an Affected Employee is receiving short-term disability benefits incurred during the period beginning the day after as of the Closing Date and ending on the “New Plan Effective Date” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after the Closing Date but on or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company Purchaser shall be responsible assume responsibility for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such continuing short-term disability benefits; (ii) healthprovided, dentalhowever, vision, and/or prescription drug benefits, upon provision of that should such services, materials or supplies; (iii) Affected Employee become eligible for and entitled to long-term disability benefitsbenefits pursuant to the long-term disability plan maintained by Seller (assuming, as of for these purposes, that such Affected Employee had been employed by Seller at the date of time that the event giving rise to the disability occurred), then Seller shall retain responsibility for providing such Affected Employee with long-term disability benefit by L▇▇▇’▇ insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; benefits. The Seller shall coordinate collection and (v) payment of premiums on behalf of Affected Employees who are on short-term disability benefits, upon provision of each payment (with respect and eligible for and paying premiums under the long-term disability plan maintained by Seller for such period as such Affected Employees continue to the payroll period within which the Closing Date falls, the liability for the receive short-term disability benefit will be split ratably between Lear benefits following the Closing Date. On the Closing Date, Seller shall provide Purchaser with a list that sets forth the Affected Employees who are out on short-term disability leave or other leave of absence as of the Closing Date. (ii) To the extent applicable and the Companypermitted under applicable Law, as reasonably determined by Lear in consultation with the Company). Lear Purchaser shall, or shall be liable for and shall hold cause the Company and its Subsidiaries harmless from Affiliates to, waive all limitations, as to pre-existing conditions, exclusions and against waiting periods with respect to participation and coverage requirements applicable to the Affected Employees (and their eligible dependents) under any retiree Purchaser Plan that is a welfare benefits plan (within the meaning of section 3(1) of ERISA) to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired the extent such conditions were satisfied under a corresponding Benefit Plan immediately prior to the Closing Date, . Purchaser shall provide each Affected Employee (and their eligible dependents) with credit under any U.S. Employee Purchaser Plan that is a welfare plan for any co-payments and deductibles paid under a corresponding Benefit Plan in the calendar year in which the Closing Date occurs (or, if later, in the calendar year in which Affected Employees (and their eligible dependents) become eligible to participate in such Purchaser Plan) for purposes of satisfying any applicable deductibles, co-payment or out-of-pocket limits under the corresponding Purchaser Plans. In additionSeller agrees to cooperate with Purchaser and to use Seller’s reasonable efforts to assist Purchaser with obtaining the information necessary for Purchaser to meet its obligations under this subsection (ii). (iii) Following the Closing Date, Lear Seller shall, or shall remain liable cause its Affiliates to, retain all obligations to provide continuation health care coverage in accordance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA (“COBRA”) to all Persons who incur or incurred a “qualifying event” in accordance with COBRA at any time under any Seller Benefit Plans. Following the Closing Date, Purchaser shall, or shall cause an Affiliate to, provide COBRA coverage to all Affected Employees and their qualified beneficiaries who incur a “qualifying event” in accordance with COBRA under an employee benefit plan maintained by Purchaser or any of its Affiliates at any time on or after the Closing Date. (iv) Purchaser shall establish, for payment the calendar year in which the Closing Date occurs, flexible spending accounts for medical and dependent care expenses under a new or existing plan established or maintained under Section 125 and Section 129 of amounts credited the Code (“Purchaser’s FSA”), effective as of the Closing Date Date, for each Affected Employee who, on or prior to such date, is a participant in, and maintains a flexible spending account for medical or dependent care expenses under, a Seller Benefit Plan pursuant to Section 125 and Section 129 of the Code (“Seller’s FSA”). As of the Closing Date, Purchaser shall credit the applicable account of each such Affected Employee under Purchaser’s FSA with an amount equal to the HRA notional balance of such Affected Employee’s account for Mendon Employees covered under Seller’s FSA immediately prior to such date. Purchaser and Seller intend that the actions to be taken pursuant to this subparagraph be treated as an assumption by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, Purchaser of the termination portion of employment Seller’s FSA and the elections made thereunder attributable to such Affected Employees. As soon as reasonably practicable after the Closing Date, Seller shall determine the Aggregate Balance (as defined below) of any Mendon Employee covered the assumed flexible spending accounts and notify Purchaser of the amount of such Aggregate Balance in writing. For purposes of this Section 7.1(e)(iv), the term “Aggregate Balance” shall mean, as of the Closing Date, the aggregate amount of contributions that have been made to the Affected Employees’ flexible spending accounts under Seller’s FSA by Affected Employees for the collective bargaining agreement with plan year in which the UAWClosing Date occurs minus the aggregate amount of reimbursements that have been made from the Affected Employees’ flexible spending accounts under Seller’s FSA to Affected Employees for the plan year in which the Closing Date occurs. If the Aggregate Balance is a negative amount, Purchaser shall pay such negative amount to Seller as soon as practicable following Purchaser’s receipt of the written notice thereof. If the Aggregate Balance is a positive amount, Seller shall pay such positive amount to Purchaser as soon as practicable following Seller’s delivery to Purchaser of the written notice thereof.

Welfare Plans. Lear shall retain all assets Buyer will, or will cause the O&M Provider to, use reasonable best efforts to waive or cause the waiver of any limitation on benefits relating to pre-existing conditions, actively-at-work exclusions, evidence of insurability and waiting periods for the Employee Benefit Plans Transferring Employees under any plan sponsored or maintained by Buyer, the O&M Provider or their Subsidiaries, as applicable, in which the Transferring Employees participate immediately after the Closing Date providing medical, life or disability benefits, to the extent that such limitations are welfare benefit plans and shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for the benefits described below by participants waived or otherwise inapplicable to a Transferring Employee under any comparable plan of such plans which are incurred prior to Seller as of the Closing Date. The Company Buyer shall, or shall cause the O&M Provider to, use reasonable best efforts to cause all healthcare expenses incurred by Transferring Employees or any eligible dependent thereof, including any alternate recipient pursuant to qualified medical child support orders, in the portion of the calendar year preceding the Closing Date that were qualified to be liable taken into account for purposes of satisfying any deductible or out-of-pocket limit under any Seller health care plan will be taken into account for purposes of satisfying any deductible or out-of-pocket limit under the healthcare plan of Buyer or the O&M Provider for such calendar year. Seller will use reasonable best efforts to provide such information to Buyer or Buyer’s designee. Seller will be responsible for making available COBRA Continuation Coverage to any current and former employees of Seller, including Business Employees, or to any qualified beneficiaries of such employees, who become entitled to COBRA Continuation Coverage as a result of loss of group health coverage under a Seller Benefit Plan. Buyer will, or will cause the O&M Provider to, be responsible for making available COBRA Continuation Coverage to any Transferring Employees (and shall hold Lear and its Affiliates harmlesstheir qualified beneficiaries) for all claims for benefits incurred during the period beginning the day who become entitled to such COBRA Continuation Coverage on or after the Closing Date and ending on as a result of their loss of group health plan coverage under any plan sponsored or maintained by Buyer or the “New Plan Effective Date” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after the Closing Date but on or before the “New Plan Effective Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes of this Agreement, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of such services, materials or supplies; (iii) long-term disability benefitsO&M Provider, as of the date of the event giving rise to the long-term disability benefit by L▇▇▇’▇ insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAWapplicable.

Welfare Plans. Lear (a) Ralcorp shall retain take, or cause to be taken, all assets relating action necessary and appropriate to the Employee Benefit Plans in which Employees participate that are amend each and every welfare benefit plans plan covering its employees (Ralcorp Welfare Plans) to remove Ralcorp as sponsor and named fiduciary and shall be liable for name New Ralcorp as sponsor and shall hold named fiduciary of each such plan after the Company consummation of the Internal Merger and its Subsidiaries harmless from and against all claims for the benefits described below by participants of such plans which are incurred prior to the Closing Distribution Date. The Company Acquiror shall take, or cause to be liable taken, all action necessary and appropriate to cause either (i) its existing welfare plans to be amended, or (ii) new welfare plans to be adopted which will cover Branded Employees (and their dependents as appropriate) immediately following the Distribution Date (the "New Welfare Plans"). Acquiror shall hold Lear cause the New Welfare Plans to provide benefits of substantially the same, or greater, type and its Affiliates harmlessvalue as the benefits which the Branded Employees (other than administrative employees who are not covered by a collective bargaining agreement) enjoyed under the Ralcorp Welfare Plans, on the date immediately preceding the Distribution Date. Acquiror shall also cause the New Welfare Plans, to the extent applicable, to credit such Branded Employees with the term of service credited to such employees as of the Distribution Date under the terms of the applicable Ralcorp Welfare Plan. Acquiror will cause Branded Employees to receive credit for all claims for benefits incurred payments made under the Ralcorp Comprehensive and Well-Med Plan during the period beginning plan year in which the day after Distribution Date occurs for purposes of satisfying the Closing applicable deductibles and maximum out-of-pocket limits of the applicable New Welfare Plans during the plan year in which the Distribution Date occurs. (b) Except as otherwise noted in this Section, Ralcorp shall cause one or more members of the New Ralcorp Group to assume and ending on be solely responsible for, or cause its insurance carriers or agents to be responsible for, all liabilities for welfare benefit claims incurred under the “New Plan Effective Date” (as defined in Section 7.6), with respect to each welfare plan participant who is a Hired Employee (or who becomes employed by the Company after the Closing Date but plans on or before the “New Plan Effective Distribution Date”), and his or her covered dependents and beneficiaries (collectively, the “Covered Individuals”). The Company shall be responsible for its ratable share of any and all costs of administration and insurance with respect to the welfare plans during such period, which share shall be reasonably determined by Lear, in consultation with the Company. For purposes of this AgreementSection, disability claims are incurred on the date on which the disability was incurred or, in the case of a disability which is not incurred on a single, identifiable date, the following date on which the disability was diagnosed; medical and dental services are incurred when an individual is provided with medical or dental care; death benefit claims shall be deemed are incurred at the time of death of the insured notwithstanding any other provision of any welfare benefit plan to be incurred as follows: the contrary. At the Distribution Date, Branded Employees will cease participation in Ralcorp Welfare Plans, except to the extent (i) lifethat a Branded Employee or a covered dependent of a Branded Employee is hospitalized on the Distribution Date, accidental death and dismemberment and business travel accident insurance benefits, upon in which case such individual shall continue to be covered under the death appropriate Ralcorp Welfare Plan until the individual is discharged from the hospital or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision of they elect continued coverage under such services, materials plans pursuant to COBRA or supplies; (iii) long-term disability benefits, as other provisions of the date of plans. New Ralcorp shall be responsible for all qualifying events under COBRA and COBRA claims incurred under the event giving rise to Ralcorp Welfare Plans on or before the long-term disability benefit by L▇▇▇’▇ Distribution Date. (c) New Ralcorp and the New Ralcorp Group shall be responsible for any retiree medical and life insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (benefits payable under any welfare plan with respect to any former employee of Ralcorp or one of its Affiliates who retired from the payroll period within which New Ralcorp Group or the Closing Ralcorp Group on or before the Distribution Date fallsand who met the eligibility requirements for such benefits at that time. Branded Employees who retire from Ralcorp or Acquiror after the Distribution Date shall not be entitled to retiree B-14 15 medical and life insurance benefits from the Ralcorp Welfare Plans, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear but shall be liable eligible for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be coverage as provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, under any U.S. Employee Benefit Plan. In addition, Lear shall remain liable for payment of amounts credited as of the Closing Date to the HRA notional account for Mendon Employees covered by the collective bargaining agreement with the UAW, such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAWNew Welfare Plans.

Welfare Plans. Lear (a) The participation by Employee Beneficiaries in Welfare Plans maintained by Seller and its Affiliates (excluding for this purpose Company and Company Subsidiaries) shall retain all assets relating cease at the Closing. Buyer shall permit each Employee Beneficiary to enroll as of the Closing in Welfare Plans sponsored by Buyer and its Affiliates (including for this purpose Company and Company Subsidiaries) that are substantially similar to the Welfare Plans applicable to such Employee Benefit Plans in which Employees participate that are welfare benefit plans and shall be liable for and shall hold the Company and its Subsidiaries harmless from and against all claims for the benefits described below by participants of such plans which are incurred Beneficiaries immediately prior to the Closing DateClosing. The Company With respect to such coverage of Employee Beneficiaries under the Welfare Plans of Buyer and its Affiliates: (1) limitations on benefits due to pre-existing conditions shall be liable (and shall hold Lear waived for any Employee Beneficiary enrolled in any Welfare Plan maintained by Seller and its Affiliates harmlessas of the Closing Date, (2) any out-of-pocket annual maximums and deductibles taken into account under Welfare Plans maintained by Seller and its Affiliates for all claims for benefits incurred during any Employee Beneficiary in the period beginning the day after calendar year which contains the Closing Date shall be credited under the Welfare Plans of Buyer and ending on its Affiliates for the “New Plan Effective Date” same calendar year, and (as defined in Section 7.6), 3) with respect to each welfare plan participant who is a Hired aggregate lifetime maximum benefits available under Welfare Plans of Buyer and its Affiliates, an Employee Beneficiary's prior claim experience under Welfare Plans maintained by Seller and its Affiliates will not be taken into account. (b) Except as otherwise provided in this Article 12 with respect to specific benefits or who becomes employed by the Company Plans, after the Closing Date but on Closing: (1) Seller and its Affiliates (excluding for this purpose Company and Company Subsidiaries) shall be solely responsible for: (A) claims for Welfare Benefits that are incurred by or with respect to any Employee Beneficiary before the “New Plan Effective Closing Date”), ; and (B) claims relating to COBRA Coverage attributable to "qualifying events" with respect to any Employee Beneficiary and his or her covered beneficiaries and dependents that occur before the Closing Date; and (2) Buyer and beneficiaries its Affiliates (collectively, the “Covered Individuals”). The including for this purpose Company and Company Subsidiaries) shall be solely responsible for: (A) claims for its ratable share of any and all costs of administration and insurance Welfare Benefits that are incurred by or with respect to any Employee Beneficiary on or after the welfare plans during such periodClosing Date, which share shall be reasonably determined by Lear, in consultation and (B) claims relating to COBRA Coverage attributable to "qualifying events" with respect to any Employee Beneficiary and his or her beneficiaries and dependents that occur on or after the Company. Closing Date. (3) For purposes of this Agreementthe foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the following claims shall be deemed to be incurred as follows:supplies are provided or medication is prescribed, and not when the condition arose. (ic) lifeNotwithstanding anything herein to the contrary, accidental death and dismemberment and business travel accident insurance benefits, upon if any Company employee covered by Seller's Short Term Disability Plan has become disabled (within the death or accident giving rise to such benefits; (ii) health, dental, vision, and/or prescription drug benefits, upon provision meaning of such services, materials or supplies; (iiiplan) long-term disability benefits, as of the date of the event giving rise to the long-term disability benefit by L▇▇▇’▇ insurance carrier; (iv) workers’ compensation claims, upon the event giving rise to the claim; and (v) short-term disability benefits, upon provision of each payment (with respect to the payroll period within which the Closing Date falls, the liability for the short-term disability benefit will be split ratably between Lear and the Company, as reasonably determined by Lear in consultation with the Company). Lear shall be liable for and shall hold the Company and its Subsidiaries harmless from and against any retiree welfare benefits to be provided to retirees of any L▇▇▇ Company and its Subsidiaries who have actually retired prior to the Closing Date, any short-term disability salary continuation income benefits relating to such disability shall be the sole responsibility of Seller, whether payable before or after the Closing Date. Seller's Long Term Disability Plan shall be responsible for any Company employee covered by Seller's Long Term Disability Plan who has become disabled (within the meaning of such plan) prior to Closing but has not qualified for benefits because the elimination period has not then expired, subject to the elimination period requirement being met after Closing. (d) From and after the Closing Date, Buyer, through Company and the Company Subsidiaries, shall honor all vacation days of Company employees that accrued prior to the Closing Date and that remain outstanding as of the Closing Date. (e) The amount in each Company employee's account under any U.S. Employee Benefit Seller's Dependent Care Assistance Plan (which is part of Seller's Cafeteria Plan. In addition, Lear shall remain liable for payment of amounts credited ) as of the Closing Date will be transferred by Seller as soon as practicable after Closing to a plan to be set up by Company (or by Buyer or one of its Affiliates for the HRA notional account benefit of Company employees) that provides equivalent or better benefits to Company employees than Seller's Dependent Care Assistance Plan. (f) Subject to applicable Law, Seller shall cooperate and use its reasonable best efforts in assisting Buyer's efforts to transition the employees and Plans including providing access and making available to Buyer employee records and benefit information necessary for Mendon Employees covered by the collective bargaining agreement with the UAWBuyer to fulfill its obligations under this Article 12, but such payments being due if a union employee leaves employment with Company and its Subsidiaries or Lear and its Subsidiaries after attaining 10 years of service and 55 years of age. The Company will provide timely notification cooperation shall not require Seller to Lear, no less frequently than quarterly, of the termination of employment of any Mendon Employee covered by the collective bargaining agreement with the UAWincur out-of-pocket costs unless Buyer agrees to reimburse Seller therefor.