Common use of Welfare Plans Clause in Contracts

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

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans (including retiree medical and fringe benefit plan coverage and benefits (life) for the purposes benefit of this Section 6.8, “Purchaser’s Health, (i) the non-bargained Transferred Employees (the "Non-Union Welfare Plans") and Fringe Benefit (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans”) for Newsprint Employees "). The Non-Union Welfare Plans and Apache Employees who the Bargained Welfare Plans are offered and accept employment with Purchaser hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and who otherwise qualify their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller on the Closing Date. For purposes of determining eligibility to participate in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller's Welfare Plans"). Any restrictions on coverage for such coverage pre-existing conditions or benefits. In requirements for evidence of insurability under the case of Hourly Newsprint Employees and Hourly Apache Buyer Welfare Plans shall be waived for Transferred Employees, such coverage or benefits and Transferred Employees shall provide substantially comparable coverage receive credit under the Buyer Welfare Plans for co-payments and benefits in payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the aggregate as plan year of the Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, 's Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Plan in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of corresponding Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.'s Welfare

Welfare Plans. Effective as of the Closing Date, Purchaser Retained Employees shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (cease to participate in plans providing for the purposes type of this benefits described in Section 6.8, 3(1) of ERISA (other than retiree medical plans under which Former Retained Employees shall continue to participate (but not to actively accrue credit for service) following the Closing Date) (“Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees that are sponsored by the New Diamond Entities (“Old Welfare Plans”) and Apache Employees who are offered shall commence participation in Welfare Plans sponsored by Retained Entities (“New Welfare Plans”). New Diamond will provide administrative services and accept employment with Purchaser support to the New Welfare Plans following the Closing Date, as set forth in the Transition Services Agreement. Effective as of the Closing Date, the Company shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of Retained Employees, and New Diamond shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of New Diamond Employees. As of the Closing Date, (a) New Diamond shall assume or retain liability for all xxxxxxx’x compensation claims with respect to New Diamond Employees and Retained Employees that arose directly out of injuries or illness that occurred prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint disability claims with respect to New Diamond Employees and Hourly Apache EmployeesRetained Employees that arose prior to the Closing Date, such coverage (b) New Diamond shall assume or benefits retain liability for all xxxxxxx’x compensation claims with respect to New Diamond Employees that arise out of injuries or illness that arise on or after the Closing Date and disability claims with respect to New Diamond Employees that arise on or after the Closing Date and (c) the Company shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (assume or retain liability for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply all xxxxxxx’x compensation claims with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided respect to Retained Employees that arise directly out of injuries or illness that arise on or after the Closing Date and Hired disability claims with respect to Retained Employees in accordance with that arise on or after the terms Closing Date. For purposes of the Transitional Services Agreement. A Newsprint Employee’s preceding sentence, under no circumstances will a xxxxxxx’x compensation claim be deemed to have arisen out of an injury occurring prior to the Closing Date or Apache Employee’s last continuous period of service with Seller will a claim for disability benefits be deemed to have arisen prior to the Closing Date, in each case, if the applicable claim is not filed prior to, or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Planswithin 180 days following, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective 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 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 waived or otherwise inapplicable to a Transferring Employee under any comparable plan of Seller as of the Closing Date. Buyer shall, Purchaser or shall provide group healthcause the O&M Provider to, life insuranceuse reasonable best efforts to cause all healthcare expenses incurred by Transferring Employees or any eligible dependent thereof, long term disability and other welfare and fringe benefit plan coverage and benefits (for including any alternate recipient pursuant to qualified medical child support orders, in the purposes portion of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the calendar year preceding the Closing Date and who otherwise qualify that were qualified to be 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 coverage calendar year. Seller will use reasonable best efforts to provide such information to Buyer or benefitsBuyer’s designee. In the case Seller will be responsible for making available COBRA Continuation Coverage to any current and former employees of Hourly Newsprint Employees and Hourly Apache Seller, including Business Employees, or to any qualified beneficiaries of such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate employees, who become entitled to COBRA Continuation Coverage as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes a result of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation loss of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree group health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall a Seller Benefit Plan. Buyer will, or will cause the O&M Provider to, be provided responsible for making available COBRA Continuation Coverage to Retained any Transferring Employees (and Hired Employees in accordance with their qualified beneficiaries) who become entitled to such COBRA Continuation Coverage on or after the terms Closing Date as a result of their loss of group health plan coverage under any plan sponsored or maintained by Buyer or the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted O&M Provider, as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardapplicable.

Welfare Plans. Effective Each New Employee shall be eligible for coverage as ------------- of the date on which he or she becomes a New Employee of TowerCo (the "Employment Transfer Date") under any medical, dental, vision, prescription ------------------------ drug, life insurance and other welfare benefit plans (within the meaning of section 3(1) of ERISA) maintained by TowerCo for its employees ("TowerCo's --------- Welfare Plans"). TowerCo agrees to (i) waive any waiting periods and ------------- preexisting condition limitations in TowerCo's Welfare Plans, except to the extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Sublessors ("Sublessors' Welfare Plans") and (ii) ------------------------- coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so that (A) New Employees receive credit toward any deductibles under TowerCo's Welfare Plans for deductibles paid under the Sublessors' Welfare Plans during the coverage year of the TowerCo's Welfare Plans in which the Employment Transfer Date occurs and (B) New Employees receive credit for eligible claims incurred under the Sublessors' Welfare Plans during the coverage year of the TowerCo's Welfare Plans in which the Employment Transfer Date occurs toward any "out-of-pocket" maximums under TowerCo's Welfare Plans. As soon as reasonably practicable after the Initial Closing Date, Purchaser Sublessors shall provide group health, life insurance, long term disability prepare and other welfare and fringe benefit plan coverage and benefits (deliver to TowerCo a schedule setting forth the information needed for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise TowerCo to comply with the relevant Collective Bargaining Agreements preceding sentence. Sublessors will pay or cause to be paid all eligible unpaid claims incurred by New Employees prior to the Employment Transfer Date and in part shall provide which are timely submitted for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees reimbursement in accordance with the terms Sublessors' Welfare Plans. Sublessors will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transitional Services Code and sections ----- 601-608 of ERISA to or with respect to any of Sublessors' employees who incurs a "qualifying event" prior to the Employment Transfer Date, including a qualifying event that occurs as a result of the transactions contemplated by this Agreement. A Newsprint Employee’s TowerCo will be responsible for providing COBRA coverage to or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to any New Employee who incurs a "qualifying event" after the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardEmployment Transfer Date.

Welfare Plans. Effective Each New Employee shall be eligible for coverage as of the later of the Closing Date or the date on which he or she becomes a New Employee (the "Employment Transfer Date") under any medical, dental, vision, prescription drug, life insurance and other welfare benefit plans (within the meaning of section 3(1) of ERISA) maintained by Buyer for its employees ("Buyer's Welfare Plans"). Buyer agrees to (i) waive any waiting periods and preexisting condition limitations in Buyer's Welfare Plans, except to the extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Sellers for employees of the Systems ("Sellers' Welfare Plans") and (ii) coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so that (A) New Employees receive credit toward any deductibles under Buyer's Welfare Plans for deductibles paid under the Sellers' Welfare Plans during the coverage year of the Buyer's Welfare Plans in which the Employment Transfer Date occurs and (B) New Employees receive credit for eligible claims incurred under the Sellers' Welfare Plans during the coverage year of the Buyer's Welfare Plans in which the Employment Transfer Date occurs toward any "out-of-pocket" maximums under Buyer's Welfare Plans. As soon as reasonably practicable after the Closing Date, Purchaser Sellers shall provide group healthprepare and deliver to Buyer SCHEDULE 0, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (setting forth the information needed for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise Buyer to comply with the relevant Collective Bargaining Agreements preceding sentence. Sellers will pay or cause to be paid all eligible unpaid claims incurred by New Employees prior to the Employment Transfer Date and in part shall provide which are timely submitted for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees reimbursement in accordance with the terms Sellers' Welfare Plans. Sellers will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transitional Services Code and sections 601-608 of ERISA to or with respect to any of Sellers' employees who incurs a "qualifying event" prior to the Employment Transfer Date, including a qualifying event that occurs as a result of the transaction contemplated by this Agreement. A Newsprint Employee’s Buyer will be responsible for providing COBRA coverage to or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to any New Employee who incurs a "qualifying event" after the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardEmployment Transfer Date.

Welfare Plans. Effective Except with respect to any Continuing Employee who is either on short-term disability leave at Closing and thereafter becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan after Closing or who is on long-term disability leave as of the Closing Dateor as set forth in the Transition Services Agreement, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache EmployeesClosing, such coverage or benefits each Continuing Employee shall provide substantially comparable coverage and benefits cease participation in the aggregate as Seller’s health, life insurance, health and welfare and fringe benefit plans provide of Seller and the Retained Subsidiaries (for the purposes of this Section 6.8each, a “Seller’s Health, Seller Welfare and Fringe Benefit PlansPlan”) and otherwise comply with commence or continue participation in the relevant Collective Bargaining Agreements health and welfare benefit plans maintained by Buyer and its Affiliates (which, for the avoidance of doubt, after the Closing shall include any Company Benefit Plans). Seller and the Retained Subsidiaries shall be responsible for providing benefits in part shall provide respect of claims incurred under a Seller Welfare Plan for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Continuing Employees and Hourly Apache Employeestheir beneficiaries and dependents prior to the Closing Date. In Benefits in respect of all welfare plan claims incurred by Continuing Employees on or after the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which Closing Date shall be provided by Buyer and its Affiliates and, to Retained the extent any benefits are provided to Continuing Employees and Hired Employees via the Transition Services Agreement, the full cost (i.e., of actual claims, not only premiums) shall be borne by Buyer (and/or its Affiliates) in accordance with the terms and conditions of the Transitional Transition Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period For purposes of service with Seller or Apache this ‎Section 6.04, the following claims shall be counted deemed to be incurred as if it had been service follows: (a) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits and (b) health or medical, dental, vision care and/or prescription drug benefits, upon provision of the applicable services, materials or supplies. Unless the Companies would otherwise be responsible for Purchaser in determining eligibility such benefits, Seller shall be responsible for providing short- and long-term disability benefits to Continuing Employees that, by their terms, are payable prior to the coverage and benefits Closing Date and, except as set forth in the first sentence of this Section 6.8. Attached as Schedule 6.8 is a list ‎Section 6.04, Buyer (and/or its Affiliates) shall be responsible for providing such benefits that, by their terms, are payable at or after the Closing Date (regardless of when the last continuous period of service of Newsprint Employees and Apache Employees as of event entitling the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardContinuing Employee to such benefits occurred).

Welfare Plans. Effective With respect to any Buyer Plan that is an “employee welfare benefit plan” (as defined in Section 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 similar plans maintained by GB Ltd. or its subsidiaries for New Buyer Employees immediately prior to the Closing Date for the plan 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 benefits accrued under such AS&O Business Benefit Plan by AS&O Business Employees, former employees working in the 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. For this purpose, a claim is deemed incurred on the date of the occurrence of death, dismemberment or accident in the case of claims under life insurance, accidental death and dismemberment and business travel accident plans, and on the date on which the service, treatment, material or supply is rendered in the case of claims under medical, dental, hospital, prescription drug and other welfare plans. With respect to any AS&O Business Employee who, as of the Closing Date, Purchaser shall provide group health, life insurance, long is receiving or eligible to receive short-term disability and other welfare and fringe benefit plan coverage and benefits (or is receiving or is in an eligibility waiting or exclusion period for the purposes of this Section 6.8receiving long-term disability benefits, “Purchaser’s Healththe 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, Welfare or become, as applicable, eligible to receive (in accordance with the terms and Fringe conditions of such plan) such disability benefits under the applicable disability plan that is not an Acquired Company Benefit Plans”) for Newsprint 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 Apache Employees any other COBRA qualified beneficiaries related to the AS&O Business who are offered and accept employment with Purchaser enrolled in COBRA continuation coverage as of the Closing Date and who otherwise qualify for such coverage or benefits. In with respect to whom a qualifying event occurred on or prior to the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective as of the Closing Date, Purchaser Retained Employees shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (cease to participate in plans providing for the purposes type of this benefits described in Section 6.83(1) of ERISA (other than retiree medical plans under which Former Retained Employees shall continue to participate (but not to actively accrue credit for service) following the Closing Date) ("Welfare Plans") that are sponsored by the New Diamond Entities ("Old Welfare Plans") and shall commence participation in Welfare Plans sponsored by Retained Entities ("New Welfare Plans"). New Diamond will provide administrative services and support to the New Welfare Plans following the Closing Date, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as set forth in the Transition Services Agreement. Effective as of the Closing Date, the Company shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of Retained Employees, and New Diamond shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of New Diamond Employees. As of the Closing Date, (a) New Diamond shall assume or retain liability for all xxxxxxx'x compensation claims with respect to New Diamond Employees and Retained Employees that arose directly out of injuries or illness that occurred prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint disability claims with respect to New Diamond Employees and Hourly Apache EmployeesRetained Employees that arose prior to the Closing Date, such coverage (b) New Diamond shall assume or benefits retain liability for all xxxxxxx'x compensation claims with respect to New Diamond Employees that arise out of injuries or illness that arise on or after the Closing Date and disability claims with respect to New Diamond Employees that arise on or after the Closing Date and (c) the Company shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (assume or retain liability for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply all xxxxxxx'x compensation claims with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided respect to Retained Employees that arise directly out of injuries or illness that arise on or after the Closing Date and Hired disability claims with respect to Retained Employees in accordance with that arise on or after the terms Closing Date. For purposes of the Transitional Services Agreement. A Newsprint Employee’s preceding sentence, under no circumstances will a xxxxxxx'x compensation claim be deemed to have arisen out of an injury occurring prior to the Closing Date or Apache Employee’s last continuous period of service with Seller will a claim for disability benefits be deemed to have arisen prior to the Closing Date, in each case, if the applicable claim is not filed prior to, or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Planswithin 180 days following, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective as of the Closing Date, Purchaser Retained Employees shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (cease to participate in plans providing for the purposes type of this benefits described in Section 6.8, 3(1) of ERISA (other than retiree medical plans under which Former Retained Employees shall continue to participate (but not to actively accrue credit for service) following the Closing Date) (“Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees that are sponsored by the New Diamond Entities (“Old Welfare Plans”) and Apache Employees who are offered shall commence participation in Welfare Plans sponsored by Retained Entities (“New Welfare Plans”). New Diamond will provide administrative services and accept employment with Purchaser support to the New Welfare Plans following the Closing Date, as set forth in the Transition Services Agreement. Effective as of the Closing Date, the Company shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of Retained Employees, and New Diamond shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of New Diamond Employees. As of the Closing Date, (a) New Diamond shall assume or retain liability for all wxxxxxx’x compensation claims with respect to New Diamond Employees and Retained Employees that arose directly out of injuries or illness that occurred prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint disability claims with respect to New Diamond Employees and Hourly Apache EmployeesRetained Employees that arose prior to the Closing Date, such coverage (b) New Diamond shall assume or benefits retain liability for all wxxxxxx’x compensation claims with respect to New Diamond Employees that arise out of injuries or illness that arise on or after the Closing Date and disability claims with respect to New Diamond Employees that arise on or after the Closing Date and (c) the Company shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (assume or retain liability for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply all wxxxxxx’x compensation claims with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided respect to Retained Employees that arise directly out of injuries or illness that arise on or after the Closing Date and Hired disability claims with respect to Retained Employees in accordance with that arise on or after the terms Closing Date. For purposes of the Transitional Services Agreement. A Newsprint Employee’s preceding sentence, under no circumstances will a wxxxxxx’x compensation claim be deemed to have arisen out of an injury occurring prior to the Closing Date or Apache Employee’s last continuous period of service with Seller will a claim for disability benefits be deemed to have arisen prior to the Closing Date, in each case, if the applicable claim is not filed prior to, or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Planswithin 180 days following, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective Establishment of NewCo Welfare Plans. Except as provided below, the members of the NewCo Group who had previously adopted a SLM BankCo Welfare Plan and were participating employers therein (“Participating NewCo Employers”) will, as of not later than the day following the Distribution Date, withdraw from such participation, and, effective as of the Closing day following the Distribution Date, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as one or more of the Closing Date and who otherwise qualify for such coverage or benefits. In the case Participating NewCo Employers will assume sponsorship, under newly established welfare plans, of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached which were offered under such plans to the NewCo Employees and the Former NewCo Employees (and their eligible spouses and dependents as Schedule 6.8 is a list the case may be) of the last continuous period of service of Newsprint Employees Participating NewCo Employers (collectively, the “NewCo Welfare Plan Participants”). Such coverage and Apache Employees benefits shall then be provided to the NewCo Welfare Plan Participants on an uninterrupted basis under the newly established NewCo Welfare Plans which shall contain substantially the same benefit provisions as in effect under the corresponding SLM BankCo Welfare Plan immediately prior to the Effective Time. Except as provided below, effective as of the Effective Time, liabilities relating to the NewCo Welfare Plan Participants shall be spun off from each SLM BankCo Welfare Plan and allocated to the corresponding new NewCo Welfare Plan. The participating employers in each of the NewCo Welfare Plan and SLM BankCo Welfare Plan as of the Effective Time are described in Schedule 6.1. As a result of withdrawal from participation in the SLM BankCo Welfare Plans by the Participating NewCo Employers, the NewCo Welfare Plan Participants ceased to be eligible for coverage under the SLM BankCo Welfare Plans as of the Effective Time. NewCo Welfare Plan Participants shall not participate in any SLM BankCo Welfare Plans after the Distribution Date, unless they shall become employed after such date set forth on Schedule 6.8by any member of the SLM BankCo Group that participates in such plans and meet the terms and conditions of participation thereunder. If Purchaser assumes and continues one or more of Seller’s Health, SLM BankCo Employees shall not participate in any NewCo Welfare and Fringe Benefit Plans, unless they shall become employed after the parties shall enter into Distribution Date by any member of the Welfare Benefit Plans Assignment NewCo Group that participates in such plans and Assumption Agreement in this regardmeet the terms and conditions of participation thereunder.

Welfare Plans. Effective as of the Closing Date, (a) Sellers shall cause the Corporation to withdraw from and cause each employee of the Corporation to cease to participate in 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 claims for benefits (other than for short-term disability, workers' compensation and medical and dental benefits) by employees of the Corporation (active or inactive) under such welfare benefit plans arising out of occurrences prior to the Closing Date. Sellers and Sellers' affiliates shall only be liable for claims for short-term disability benefits 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 which the Closing Date occurs, with any deductibles already incurred by such employees for such year under the welfare plans of Sellers and Sellers' affiliates, and Purchaser shall cause there to be waived any pre-existing condition restrictions under Purchaser's welfare benefit plans to the extent necessary to provide immediate coverage under Purchaser's welfare plans with respect to conditions which were not excluded from coverage as pre-existing conditions under Sellers' welfare benefit plans. Purchaser shall provide group healththe 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 agreed and understood that Sellers and/or Sellers' affiliates will cooperate with Purchaser, life insuranceand take any other actions reasonably requested by Purchaser, long term disability so as to enable Purchaser, at its option, to continue the insurance coverage in place immediately prior to the Closing Date (or similar coverage) with respect to the welfare benefits of employees of the Corporation (active and other welfare and fringe benefit plan coverage and benefits (for inactive) in a manner consistent with the purposes foregoing provisions of this Section 6.817.2, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as to the extent such continuance of insurance or similar insurance is available from the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardexisting insurance carrier(s).

Welfare Plans. Effective On and after the Closing, to satisfy Section 5.7(c) the Buyer shall provide welfare benefit coverage for all Transferred Employees and their respective dependents to immediately continue or replace their welfare benefit coverages most recently in effect prior to the Closing Date under Company Benefit Plans that are welfare benefit plans by: (i) assuming the Assumed Plans that are welfare benefit plans (the “Buyer’s Assumed Welfare Plans”); (ii) joining, pursuant to the Transition Services Agreement, as an additional participating Employer any or all Company Benefit Plans that are welfare benefit plans sponsored by the GasServ United States portion of the Business and maintained exclusively for employees of that portion of the Business (the “Buyer’s Joined Welfare Plans”); and (iii) establishing such new Buyer welfare plans, or amending existing Buyer welfare plans (together the “Buyer’s Replacement Welfare Plans”), as needed to provide welfare benefit coverage to Transferred Employees. Collectively the Buyer’s Assumed, Joined and Replacement Welfare Plans shall be referred to herein as “Buyer’s Welfare Plans.” Coverage for all Transferred Employees and their respective dependents under the Company Benefit Plans that are not Buyer’s Assumed Welfare Plans or Buyer’s Joined Welfare Plans (the “Seller’s Welfare Plans”) shall cease to be effective as of the Closing Date, Purchaser . The “Buyer’s Welfare Plans” shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits for all Transferred Employees and their respective eligible spouses and other dependents effective as of the Closing. The Buyer, its Affiliates, the Sold Companies and the Buyer’s Welfare Plans (including only the Buyer’s portion of any Buyer’s Joined Welfare Plans) shall be liable for all covered welfare benefit claims of any Transferred Employees and their respective eligible spouses and dependents on or after the Closing Date, to the extent such claims are incurred on or after the Closing Date, while the Asset Sellers shall retain exclusive responsibility and liability for all welfare benefit claims of the Transferred Employees and their respective eligible spouses and other dependents incurred before the Closing Date. For purposes of this Section 6.8‎5.7(e), a claim shall be deemed “Purchaserincurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that the service was rendered or the supply was purchased (for purposes of health care programs). The Buyer shall, or shall cause the Sold Companies to, waive any pre-existing condition limitations and eligibility waiting periods under the Buyer’s Health, Welfare Plans (but only to the extent such pre-existing condition limitations and Fringe eligibility waiting periods were satisfied under the Company Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser Plans as of the Closing Date) and shall recognize (or cause to be recognized) the dollar amount of all expenses covered under the relevant Company Benefit Plans and incurred prior to Closing Date by Transferred Employees and who otherwise qualify their respective spouses and other dependents during the calendar year in which the Closing Date occurs for purposes of satisfying the deductibles and co-payment or out-of-pocket limitations for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with calendar year under the relevant Collective Bargaining Agreements and in part shall provide for PurchaserBuyer’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

Welfare Plans. Effective Prior to the Share Purchase Closing in the case of Foreign Subsidiaries and prior to the Merger Closing in the case of the Company and Remaining Subsidiaries and effective no later than the Share Purchase Closing or Merger Closing, as applicable, the Parent and Merger Sub shall establish or identify welfare benefit plans, which may include plans of the Company Group (including plans providing medical, dental, COBRA coverage, vision care, legal services, educational assistance, adoption assistance, employee assistance, long-term disability, short-term disability, group term life and accidental death and dismemberment insurance, executive life insurance, dependent life insurance, business travel accident insurance, and a cafeteria plan under section 125 of the Code with a healthcare spending account and a dependent care spending account), that will, subject to Section 8.1, provide benefits to (and assume liabilities and account balances of the Shareholder’s cafeteria plan with respect to) Company Employees and their dependents. Without limiting the generality of the foregoing, effective as of the Share Purchase Closing or Merger Closing, as the case may be, the Company Group shall be responsible and liable for providing the appropriate COBRA notices to the relevant Company Employees and their beneficiaries who experience a “qualifying event” on or after the Share Purchase Closing or Merger Closing, as applicable, and for providing or continuing to provide coverage required under COBRA with respect to the relevant Company Employees and their beneficiaries who experience a “qualifying event” on or after the Share Purchase Closing or Merger Closing, as applicable, except with respect to any person participating in any Plans the Shareholder shall retain or assume on and after the Share Purchase Closing Date or Merger Closing Date, Purchaser as applicable. The Shareholder shall provide retain liability and responsibility for all benefits requirements under COBRA with respect to Company Employees, Former Employees and their beneficiaries who experience a qualifying event prior to the Share Purchase Closing or Merger Closing, as applicable. If Company Employees participate in the welfare benefit plans of the Parent or its Affiliates after the Share Purchase Closing or Merger Closing, as the case may be, the Parent shall, or shall cause the Merger Sub or Company Group to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health, life insurance, long term disability health plans of the Parent or its Affiliates to be waived with respect to the Company Employees and other welfare their eligible dependents and fringe benefit plan coverage and benefits (ii) give each Company Employee credit for the purposes plan year in which the transition from the Shareholder’s or its Affiliates’ (other than the Company Group) plans to the Parent’s or its Affiliates’ plans occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the transition date; provided, that the foregoing shall not apply to the extent that its application would result in a duplication of this Section 6.8benefits. From and after the Share Purchase Closing or Merger Closing, “Purchaser’s Healthas applicable, Welfare and Fringe Benefit Plans”) the Shareholder shall remain responsible for Newsprint all claims of Former Employees and Apache their eligible dependents and for claims of Company Employees who are offered and accept employment with Purchaser as of their eligible dependents incurred prior to the Share Purchase Closing Date or Merger Closing Date, as applicable, under those Plans that are maintained and who otherwise qualify for such coverage or benefits. In sponsored by the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits Shareholder (other than liabilities under a cafeteria plan in the aggregate which account balances have been transferred as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of described in this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”Section) and otherwise comply with the relevant Collective Bargaining Agreements Parent, Merger Sub and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which Company Group shall be provided to Retained Employees responsible for all liabilities incurred by any Company Employee and Hired Employees in accordance with his/her eligible dependents under those Plans that are maintained by the terms of Parent or its Affiliates on or after the Transitional Services Agreement. A Newsprint Employee’s Share Purchase Closing Date or Apache Employee’s last continuous period of service with Seller or Apache shall be counted Merger Closing Date, as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardapplicable.

Welfare Plans. Effective Coverage for all Transferred Employees and their respective dependents under the Seller Benefit Plans that are welfare benefit plans within the meaning of Section 3(1) of ERISA (the “Seller’s Welfare Plans”) shall cease to be effective as of the Closing Date, Purchaser except that coverage under the Seller’s Welfare Plans for individuals described in the last sentence of Section 5.5(a) (and their eligible dependents) who become Transferred Employees shall cease when they become Transferred Employees. The plans sponsored by the Buyer or its Affiliates that are welfare benefit plans within the meaning of Section 3(1) of ERISA (the “Buyer’s Welfare Plans”) shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits for all Transferred Employees and their respective eligible spouses and dependents effective as of the Closing, except that coverage under the Buyer’s Welfare Plans for individuals described in the last sentence of Section 5.5(a) (and their eligible dependents) who become Transferred Employees shall commence when they become Transferred Employees. The Buyer and its Affiliates and the Buyer’s Welfare Plans shall be liable for all claims of any Transferred Employees and their respective eligible spouses and dependents on or after the Closing Date submitted pursuant to the terms of the Buyer’s Welfare Plans, to the extent such claims are incurred on or after the Closing Date and are otherwise eligible for coverage under the terms of the Buyer’s Welfare Plans. The Seller shall retain responsibility and liability for all claims of the Transferred Employees incurred before the Closing Date that are otherwise eligible for coverage under the terms of the Seller’s Welfare Plans. For purposes of this Section 6.85.5(e), a claim shall be deemed “Purchaserincurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that the service was rendered or the supply was purchased (for purposes of health care programs). The Buyer shall use commercially reasonable efforts to waive any pre-existing condition limitations and eligibility waiting periods under the Buyer’s Health, Welfare Plans (but only to the extent such pre-existing condition limitations and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser eligibility waiting periods were satisfied under the Seller’s Welfare Plans as of the Closing Date) and shall use commercially reasonable efforts to recognize (or cause to be recognized) the dollar amount of all expenses incurred by Transferred Employees and their respective dependents during the calendar year in which the Closing Date occurs under the Seller’s Welfare Plans for purposes of satisfying the deductibles and who otherwise qualify co-payment or out-of-pocket limitations for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with calendar year under the relevant Collective Bargaining Agreements and in part shall provide for PurchaserBuyer’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

Welfare Plans. Effective Each New Employee shall be eligible for coverage as of the later of the Closing Date or the date on which he or she becomes a New Employee (the "Employment Transfer Date") under any medical, dental, vision, prescription drug, life insurance and other welfare benefit plans (within the meaning of section 3(1) of ERISA) maintained by Buyer for its employees ("Buyer's Welfare Plans"). Buyer agrees to (i) waive any waiting periods and preexisting condition limitations in Buyer's Welfare Plans, except to the extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Seller for employees of the Systems ("Seller's Welfare Plans") and (ii) coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so that (A) New Employees receive credit toward any deductibles under Buyer's Welfare Plans for deductibles paid under Seller's Welfare Plans during the coverage year of Buyer's Welfare Plans in which the Employment Transfer Date occurs and (B) New Employees receive credit for eligible claims incurred under Seller's Welfare Plans during the coverage year of Buyer's Welfare Plans in which the Employment Transfer Date occurs toward any "out-of-pocket" maximums under Buyer's Welfare Plans. As soon as reasonably practicable after the Closing Date, Purchaser Seller shall provide group healthprepare and deliver to Buyer SCHEDULE 0, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (setting forth the information needed for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise Buyer to comply with the relevant Collective Bargaining Agreements preceding sentence. Seller will pay or cause to be paid all eligible unpaid claims incurred by New Employees prior to the Employment Transfer Date and in part shall provide which are timely submitted for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees reimbursement in accordance with the terms Seller's Welfare Plans. Seller will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transitional Services Code and sections 601-608 of ERISA to or with respect to any of Seller's employees who incurs a "qualifying event" prior to the Employment Transfer Date, including a qualifying event that occurs as a result of the transaction contemplated by this Agreement. A Newsprint Employee’s Buyer will be responsible for providing COBRA coverage to or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to any New Employee who incurs a "qualifying event" after the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardEmployment Transfer Date.

Welfare Plans. Effective Coverage for all Continuing Employees and their respective spouses and dependents under the Compensation and Benefit Plans that are welfare benefit plans (“Seller Welfare Plans”) will cease to be effective as of immediately prior to the Closing Date, Purchaser shall . Seller and the Seller Welfare Plans will be liable for all claims incurred with respect to Continuing Employees and their spouses and dependents prior to the Closing Date. Acquiror will cause welfare benefit plans sponsored by Acquiror and its Subsidiaries (“Acquiror Welfare Plans”) to provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for all Continuing Employees and their respective eligible spouses and dependents effective on the Closing Date. Acquiror and the Acquiror Welfare Plans will be liable for all claims incurred with respect to Continuing Employees and their eligible spouses and dependents on and after the Closing Date. For purposes of this Section 6.85.03(b), a claim will be deemed “Purchaser’s Healthincurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs). To the extent permitted by applicable Law, and except where such treatment cannot be reasonably accommodated under any applicable Acquiror Welfare Plan that is a life insurance plan, Acquiror will cause each Acquiror Welfare Plan to (i) waive all limitations as to preexisting conditions, exclusions and Fringe Benefit Plans”) for Newsprint service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations that were in effect with respect to such Continuing Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date under the corresponding Seller Welfare Plan, (ii) honor any payments, charges and who expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Seller Welfare Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Acquiror Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise qualify for be applicable to a Continuing Employee following the Closing Date to the extent such coverage or benefits. In employee had satisfied any similar limitation under the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, corresponding Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardPlan.