Common use of Welfare Plans Clause in Contracts

Welfare Plans. (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balance. (c) Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press), the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Medical Plans for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of such plans as in effect immediately prior to the Closing Date, to the extent such amounts exceed, in the aggregate, the sum of $1 million plus the positive balances in the VEBAs (as defined in the Other Agreement) as of the Closing Date.

Welfare Plans. (a) For As of their respective Effective Dates, subject to the provisions of Paragraph 8(d), Transferred Employees shall cease participation in all purposes FTX Employee Plans and FTX Benefit Arrangements providing for health, medical, dental and life insurance or similar benefits (including purposes of vesting"welfare plan"). Except as otherwise set forth in this Agreement, eligibility to participate FTX shall retain all obligations and level of benefits) liabilities under the employee welfare benefit plans of Buyer FTX Employee Plans and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare PlanFTX Benefit Arrangements. (b) To the extent FTX's welfare plans shall retain liability for and shall pay when due all benefits described in Paragraph 8 (a) that an Acquired Employee has not used all amounts deferred are attributable to claims incurred prior to a health flexible spending account plan Transferred Employee's Effective Date by such Transferred Employees (and his or her eligible dependents). FCX and its welfare plans shall be liable for and shall pay when due all such benefits attributable to claims incurred on or after a Transferred Employee's Effective Date by such Transferred Employees (and his or her eligible dependents). For such purpose, unless otherwise agreed by FTX and FCX, a claim is deemed incurred when the services that are the subject of the claim are performed, when the death occurs (in the case of life insurance), as of the Closing Date, Seller shall transfer date beginning a period of absence eventually resulting in entitlement to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included benefits (in the Acquired Assetscase of long-term disability benefits) and in the case of a hospital stay, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balancebased on the date any such hospitalization is initiated. (c) Seller The group health plans established by FCX for the benefit of Transferred Employees shall reimburse Buyer 50% of the aggregate (i) waive any pre-existing condition limitations, (ii) waive any eligibility waiting periods and (iii) give effect, in determining or applying any deductible and maximum out-of- pocket limitations to claims incurred, amounts paid by Buyer by, and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date amounts reimbursed to, such employees under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press), the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Medical Plans group health plans maintained by FTX for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of such plans as in effect their benefit immediately prior to the Closing applicable Effective Date. (d) FCX will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual (as such purposes may be applicable) under the employee benefit plans of FCX for such employees' respective service recognized for such purposes under the corresponding FTX Employee Plan or FTX Benefit Arrangement. (e) Notwithstanding any other provision of this Paragraph 8 to the extent such amounts exceed, in the aggregatecontrary, the sum welfare benefits of $1 million plus Dual Employees after their respective Effective Dates shall be provided as agreed by FTX and FCX. (f) FTX and FCX shall provide each other with copies of such records as are reasonably required to enable the positive balances parties to perform their obligations hereunder. (g) In respect of the Accumulated Post-Retirement Benefit Obligation ("APBO") of FTX employees and FCX employees under SFAS 106, FCX agrees to pay to FTX an amount in cash equal to the VEBAs excess, if any, of (as defined i) the decrease in FCX SFAS 106 APBO liability after the Other AgreementDistribution which is attributable to the assumption by FTX of SFAS 106 APBO liability which prior to the Distribution was reflected on the audited balance sheet of FCX over (ii) the increase in FCX SFAS 106 APBO liability after the Distribution which is attributable to the assumption by FCX of SFAS 106 APBO liability which prior to the Distribution was reflected on the audited balance sheet of FTX. For purposes of this Paragraph 8(g), APBO shall be calculated as of employees' Effective Dates that relate to or coincide with the Closing Datetermination of the management services agreement referred to in Paragraph 4 under "Background", above. In the event that the amount described in clause (ii) of this Paragraph 8(g) exceeds the amount described in clause (i), FTX agrees to pay to FCX an amount in cash equal to such excess.

Welfare Plans. (a) For all purposes Effective as of the Closing Date or such later date as the Business Employee returns to work as referenced in Section 5.11, (including purposes i) Sellers shall cause each Business Employee who transfers employment to Purchaser or its Affiliates as of vesting, eligibility the Closing Date (“Transferring Employee”) to cease to participate in each welfare benefit plan sponsored by Sellers or their Affiliates, and level of benefits(ii) under Purchaser shall cause each Transferring Employee to be covered by the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his provided by Purchaser or her years of service with Knight Ridder their Affiliates for similarly situated employees. Sellers or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee Affiliates shall be immediately eligible to participateliable for claims for benefits (other than for short-term disability, without any waiting time, in any workers’ compensation and all New Welfare Plans if medical and dental benefits) by Transferring Employees under such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan plans arising out of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his occurrences on or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing Date. Sellers or their Affiliates shall be liable for claims for short-term disability benefits and Buyer workers’ compensation benefits by Transferring Employees under such welfare benefit plans with respect to payments otherwise due on or prior to the Closing Date. Sellers or their Affiliates shall be liable for claims for medical and dental benefits by Transferring Employees under such welfare benefit plans with respect to services and treatment rendered on or prior to the Closing Date. Purchaser or their Affiliates shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion each of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins Transferring Employees to be taken into account granted credit under such New Welfare Plan its health benefit plans, for purposes of satisfying all deductiblethe year during which the Closing Date occurs, coinsurance and maximum with any deductibles, co-insurance payments or out-of-pocket requirements applicable expenses already incurred by such Transferring Employees for such year under the plans of Sellers or their Affiliates, and Purchaser or their Affiliates shall cause there to be waived any preexisting condition restrictions under its medical and dental benefits plans to the extent necessary to provide immediate coverage under such employee plans. Purchaser or their Affiliates shall provide the Transferring Employees (and his their respective beneficiaries) with medical benefits sufficient to satisfy the obligations of Sellers or her covered dependents their Affiliates under Section 4980B of the Code respecting Transferring Employees. Unless otherwise specifically agreed to by Purchasers, Sellers or their Affiliates shall be liable for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Planall welfare benefits for Business Employees that are not Transferring Employees. (b) To Sellers shall retain liability for all retiree medical and life benefit liabilities with respect to the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date Transferred Employees and their eligible dependents to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balance. (c) Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date provided under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice Dresser, Inc. Welfare Benefits Plan, 750 (St. ▇▇▇▇ Pioneer Press), the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press“Dresser Plan”) and the Knight Ridder Medical Plans shall provide such benefits to Transferred Employees eligible for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with such benefits under the terms of such plans as in effect immediately prior to the Closing Date, to the extent such amounts exceed, in the aggregate, the sum of $1 million plus the positive balances in the VEBAs Dresser Plan upon their retirement from Purchaser and their Affiliates (as defined in the Other Agreement) as of the Closing Dateor any successor thereto).

Welfare Plans. (a) For As of the Effective Time, Transferred Employees shall cease participation in all purposes (including purposes of vestingFTX Employee Plans and FTX Benefit Arrangements. Except as otherwise set forth in this Agreement or in the Merger Agreement, eligibility to participate FTX shall retain all obligations and level of benefits) liabilities under the employee welfare benefit plans of Buyer FTX Employee Plans and FTX Benefit Arrangements. (b) FTX and its affiliates providing benefits to any Acquired FTX Employee Plans and FTX Benefit Arrangements shall retain responsibility for the administration, liability, cost of coverage and all amounts payable by reason of claims incurred by Transferred Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, dependents and beneficiaries) on or before the ClosingEffective Time, to by reason of claims incurred by Retired Employees, and by reason of claims incurred by FTX employees who as of the same extent as such Acquired Employee was entitledEffective Time were on a leave of absence or were receiving long term disability benefits, before sick leave benefits, or similar benefits. However, the ClosingCompany shall assume responsibility for the administration, to credit for such service under any similar liability, cost of coverage, and all amounts payable by reason of employee benefit plan claims incurred by FTX employees (and their dependents) who at the time the employees ceased active work for FTX performed services primarily for the Transferred Businesses and who as of the Effective Time were on a leave of absence or were receiving long term disability benefits, sick leave benefits, or similar benefits. For such purpose, unless otherwise agreed by FTX and the Company, a claim is deemed incurred on the date of the occurrence of (i) death, dismemberment, accident, or other loss in the case of claims under life insurance and accidental death and dismemberment benefits, (ii) in the case of a hospital stay, based on the date any such hospitalization is initiated, or (iii) the date on which such Acquired Employee participated the treatment or other service was eligible to participate immediately prior rendered or the medicine, equipment, supply or other material was furnished, as the case may be, which resulted in the charge or expense giving rise to the Closing, provided that claim in the foregoing case of all other claims. This paragraph 7(b) shall not apply to claims under applicable ▇▇▇▇▇▇▇'▇ compensation laws, the extent ▇▇▇▇▇ Act, 46 U.S.C. S 688, the ▇▇▇▇▇▇▇▇▇ and Harbor Workers' Compensation Act, 33 U.S.C. S 901, et. seq., or under similar laws, or arising in connection with any occupational injury or disease. (c) As of the Effective Time, Company shall be responsible for post-retirement benefit liabilities in respect of Transferred Employees and FTX shall have no further obligation for such liabilities with respect to such employees. FTX shall pay to Company an amount that equals the liability that has been accrued for such employees in accordance with the Financial Accounting Standard Board No. 106 as provided in the Freeport- McMoRan Inc. Retiree Benefit Plan's January 1, 1997 valuation report. (d) The Company shall reimburse FTX for any payment (a "Reimbursable Payment") that FTX properly makes to or on behalf of a Former Sulphur Employee with respect to claims made after the Effective Time (or to an insurance company to provide coverage for a Former Sulphur Employee after the Effective Time) under the terms of any retiree medical, dental or life insurance plan or arrangement of FTX. No later than 30 days following the end of each calendar quarter, FTX shall provide the Company with a report providing in reasonable detail its application would result calculation of the total amount of Reimbursable Payments made by FTX during the quarter, less any refunds or other offsetting payments or credits received by FTX. The amount that Company shall reimburse FTX shall be equal to the net amount of Reimbursable Payments by FTX, less the Credit Amount. The Credit Amount for each calendar quarter shall be equal to 25% of 9.5% of a fraction of the "Surplus", as defined below, which fraction shall be derived by dividing the liabilities under the FTX Pension Plan as of the Effective Time attributable to the Former Sulphur Employees by the total liabilities of the FTX Pension Plan as of the Effective Time. The Surplus shall be the fair market value of the assets of the FTX Pension Plan, less the total liabilities of the FTX Pension Plan, as of the Effective Time. The assets and liabilities used in this Paragraph 7(d) to calculate the Surplus and the appropriate fraction of the Surplus shall be determined as of the Effective Time, but only with regard to the portion of the FTX Pension Plan that remains after the transfer described in Section 3(b) of this Agreement. Furthermore, for purposes of this Section 7(d), the assets and liabilities of the FTX Pension Plan (after the transfer described in Section 3(b) shall be determined on a FAS 87/88 basis. If the Credit Amount for the current calendar quarter (plus any carried-forward excess from the preceding calendar quarter) exceeds the Reimbursable Payments in a duplication of benefitsquarter no payment shall be made between the parties. In addition, and without limiting Any excess Credit Amount for the generality current calendar quarter shall be carried forward to the next calendar quarter. Company shall have the right to request an annual audit of the foregoingReimbursable Payments by an independent certified public accountant. This paragraph is not intended to limit any rights that FTX may have to reduce its obligations under any such plans or arrangements. However, FTX shall have no right to increase its cost of benefits for any Former Sulphur Employee without obtaining 30-days advance approval from Company. Nor shall FTX have the right to reduce the cost of coverage for any Retired Employees who are not Former Sulphur Employees without likewise reducing the cost of coverage for the Former Sulphur Employees. (Ae) each Acquired Employee shall be immediately eligible With respect to participate, without any waiting time, employees and their dependents (other than Transferred Employees) who experience a qualifying event as defined in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation 29 U.S.C. S 603 as a result of the transactions contemplated by this in the Contribution and Distribution Agreement in a comparable type of welfare benefit plan of a Seller Entity and the Merger Agreement and who elect COBRA continuation group health coverage under 29 U.S.C. SS 601, et. seq. (such plans, collectively"COBRA Coverage"), the “Old Plans” ), and (B) Company shall reimburse FTX for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits any Reimbursable Payment that FTX properly makes to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements or on behalf of such New Welfare Plan employees or dependents with respect to be waived claims made after the Effective Time under the plan providing such COBRA coverage (or to an insurance company to provide COBRA Coverage for such Acquired Employee and his employees or her covered dependents, unless such conditions would not have been waived under dependents after the comparable Effective Time) in accordance with the procedures set forth in 7(d) above. (f) The employee benefit plans established by the Company for the benefit of Knight Ridder or its affiliates, including the Acquired Companies and their SubsidiariesTransferred Employees shall give effect, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause determining or applying any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductiblecopayments, coinsurance benefit limits, deductibles and maximum out-of-pocket requirements applicable limitations to such employee and his or her covered dependents for the applicable plan year as if such claims incurred, amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included in the Acquired Assetsby, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balance. (c) Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date reimbursed to, such employees under the Knight Ridder Medical corresponding FTX Employee Plans or FTX Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press), the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Medical Plans Arrangements maintained by FTX for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of such plans as in effect their benefit immediately prior to the Closing DateEffective Time. Further, the employee benefit plans established by the Company for the Transferred Employees shall give credit for service at FTX and its subsidiaries for purposes of any eligibility waiting periods and pre-existing condition limitations. The employee benefit plans established by the Company that provide a maximum annual benefit, such as a vacation plan or wage and salary continuation, will take into account benefits used by the Transferred Employees under the corresponding FTX Employee Plans or FTX Benefit Arrangements maintained by FTX for their benefit immediately prior to the Effective Time. (g) The Company will give Transferred Employees full credit for purposes of eligibility, vesting, benefit accrual and benefit entitlement (as such purposes may be applicable) under the employee benefit plans of the Company for such employees' respective service recognized or applied for such purposes under the corresponding FTX Employee Plan or FTX Benefit Arrangement, to the extent applicable. (h) FTX and the Company shall provide each other with copies of such amounts exceed, in records as are reasonably required to enable the aggregate, the sum of $1 million plus the positive balances in the VEBAs (as defined in the Other Agreement) as of the Closing Dateparties to perform their obligations hereunder.

Welfare Plans. Except as otherwise required by applicable Law, (ai) For all purposes (including purposes Abbott or one of vesting, eligibility to participate and level of benefits) its Continuing Affiliates shall retain responsibility under the Abbott “employee welfare benefit plans plans” (as defined in Section 3(1) of Buyer ERISA, whether or not such plan is subject to ERISA) in which the Transferred Employees participate with respect to all welfare benefit claims incurred by the Transferred Employees and their eligible dependents prior to the Closing and all welfare benefit claims incurred by Former Business Employees and their eligible dependents (other than claims under Stand-Alone Employee Plans) whether prior to or following the Closing and (ii) New Mylan or one of its affiliates providing benefits to any Acquired Affiliates shall be responsible for all welfare benefit claims incurred by Transferred Employees and their eligible dependents on or after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies for all welfare benefit claims incurred by Former Business Employees and their Subsidiaries, before eligible dependents under Stand-Alone Employee Plans. With respect to any “employee welfare benefit plan” maintained by New Mylan or any of its Affiliates in which Transferred Employees are eligible to participate after the Closing, or any Stand-Alone Employee Plan in which Former Business Employees are eligible to the same extent as such Acquired Employee was entitled, before participate after the Closing, New Mylan shall, and shall cause its Affiliates to, use reasonable best efforts to credit for (A) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such service under any similar employee benefit plan in which Transferred Employees (or with respect to Stand-Alone Employee Plans, applicable to such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply Former Business Employees) to the extent that its application would result in a duplication of benefits. In addition, such conditions and without limiting exclusions were satisfied by such individual or did not apply under the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan plans maintained by Abbott or any of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated Affiliates immediately prior to the Closing and Buyer shall cause (B) provide each Transferred Employee (or with respect to Stand-Alone Employee Plans, such Former Business Employee) with credit for any eligible expenses incurred co-payments and deductibles paid by such employee and his or her covered dependents during the portion of individual in the plan year of in which the Old Plan ending on Closing occurs prior to the date such employee’s participation Closing in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum any analogous deductible or out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as of the Closing Date, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balanceapplicable under any such plan. (c) Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press), the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Medical Plans for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of such plans as in effect immediately prior to the Closing Date, to the extent such amounts exceed, in the aggregate, the sum of $1 million plus the positive balances in the VEBAs (as defined in the Other Agreement) as of the Closing Date.

Welfare Plans. Sellers shall assume and be responsible for (ai) For all purposes claims for workers compensation or for the type of benefits described in Section 3(1) of ERISA (including purposes of vesting, eligibility to participate and level of benefitswhether or not covered by ERISA) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his that are incurred on or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the ClosingEffective Time by Transferred Employees, provided that the foregoing shall not apply and (ii) claims relating to “COBRA” coverage attributable to “qualifying events” 77 occurring on or prior to the extent that its application would result in a duplication of benefitsEffective Time with respect to all Transferred Employees and their beneficiaries and dependents. In additionPurchasers shall be responsible for (i) disability benefits and workers compensation benefits for Transferred Employees for claims incurred after the Effective Time, and without limiting (ii) claims relating to COBRA coverage attributable to “qualifying events” occurring after the generality Effective Time with respect to Transferred Employees and their beneficiaries and dependents. For purposes of the foregoing, (A) each Acquired Employee a medical/dental claim shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before considered incurred when the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” )medical services are rendered or medical supplies are provided, and (B) for purposes of each New Welfare Plan providing medicalnot when the condition arose, dental, pharmaceutical and/or vision benefits provided that claims relating to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately a hospital confinement that commences prior to the Closing and Buyer Effective Time but continues thereafter shall cause any eligible expenses be treated as incurred by such employee and his prior to the Effective Time. A claim resulting in short-term or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to long-term disability benefits shall be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan considered incurred as of the Closing Datedate of the employee’s absence from work as a result of the injury or condition giving rise to such claim, Seller shall transfer to Buyer, or shall leave in place at the applicable Acquired Companywhich absence is most proximate, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included in the Acquired Assets, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balance. (c) Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press), the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Medical Plans for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of such plans as in effect immediately prior to the Closing Dateelapsed calendar days, to the extent such amounts exceeddate the claim is formally reported. A workers compensation claim shall be considered incurred when the claim is formally reported, and a death benefit claim shall be considered incurred when death occurs. A workers compensation claim shall be considered formally reported on the earlier of the date the Transferred Employee has provided a written claim to the employer, or the date reflected in the aggregate, Transferred Employee’s personnel record on which the sum of $1 million plus employee orally reported to the positive balances in the VEBAs (as defined in the Other Agreement) as of the Closing Dateemployer that he or she would be filing a workers compensation claim.

Welfare Plans. (a) For As of their respective Effective Dates, subject to the provisions of Paragraph 8(d), Transferred Employees shall cease participation in all purposes FTX Employee Plans and FTX Benefit Arrangements providing for health, medical, dental and life insurance or similar benefits (including purposes of vesting"welfare plan"). Except as otherwise set forth in this Agreement, eligibility to participate FTX shall retain all obligations and level of benefits) liabilities under the employee welfare benefit plans of Buyer FTX Employee Plans and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare PlanFTX Benefit Arrangements. (b) To the extent FTX's welfare plans shall retain liability for and shall pay when due all benefits described in Paragraph 8 (a) that an Acquired Employee has not used all amounts deferred are attributable to claims incurred prior to a health flexible spending account plan Transferred Employee's Effective Date by such Transferred Employees (and his or her eligible dependents). FCX and its welfare plans shall be liable for and shall pay when due all such benefits attributable to claims incurred on or after a Transferred Employee's Effective Date by such Transferred Employees (and his or her eligible dependents). For such purpose, unless otherwise agreed by FTX and FCX, a claim is deemed incurred when the services that are the subject of the claim are performed, when the death occurs (in the case of life insurance), as of the Closing Date, Seller shall transfer date beginning a period of absence eventually resulting in entitlement to Buyer, or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account as of the Closing Date to the extent not otherwise included benefits (in the Acquired Assetscase of long-term disability benefits) and in the case of a hospital stay, and Buyer shall assume all obligations with respect to that Acquired Employee’s health flexible spending account plan balancebased on the date any such hospitalization is initiated. (c) Seller The group health plans established by FCX for the benefit of Transferred Employees shall reimburse Buyer 50% of the aggregate (i) waive any pre-existing condition limitations, (ii) waive any eligibility waiting periods and (iii) give effect, in determining or applying any deductible and maximum out-of- pocket limitations to claims incurred, amounts paid by Buyer by, and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to claims incurred by Acquired Employees (as defined herein and in the Other Agreement) prior to the Closing Date amounts reimbursed to, such employees under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press), the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Medical Plans group health plans maintained by FTX for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of such plans as in effect their benefit immediately prior to the Closing applicable Effective Date. (d) FCX will give Transferred Employees full credit for purposes of eligibility, vesting and benefit accrual (as such purposes may be applicable) under the employee benefit plans of FCX for such employees' respective service recognized for such purposes under the corresponding FTX Employee Plan or FTX Benefit Arrangement. (e) Notwithstanding any other provision of this Paragraph 8 to the extent such amounts exceed, in the aggregatecontrary, the sum welfare benefits of $1 million plus Dual Employees after their respective Effective Dates shall be provided as agreed by FTX and FCX. 27 (f) FTX and FCX shall provide each other with copies of such records as are reasonably required to enable the positive balances parties to perform their obligations hereunder. (g) In respect of the Accumulated Post-Retirement Benefit Obligation ("APBO") of FTX employees and FCX employees under SFAS 106, FCX agrees to pay to FTX an amount in cash equal to the VEBAs excess, if any, of (as defined i) the decrease in FCX SFAS 106 APBO liability after the Other AgreementDistribution which is attributable to the assumption by FTX of SFAS 106 APBO liability which prior to the Distribution was reflected on the audited balance sheet of FCX over (ii) the increase in FCX SFAS 106 APBO liability after the Distribution which is attributable to the assumption by FCX of SFAS 106 APBO liability which prior to the Distribution was reflected on the audited balance sheet of FTX. For purposes of this Paragraph 8(g), APBO shall be calculated as of employees' Effective Dates that relate to or coincide with the Closing Datetermination of the management services agreement referred to in Paragraph 4 under "Background", above. In the event that the amount described in clause (ii) of this Paragraph 8(g) exceeds the amount described in clause (i), FTX agrees to pay to FCX an amount in cash equal to such excess.

Welfare Plans. (a) For all purposes (including purposes With respect to any welfare Plan maintained by Purchasers or any of vesting, eligibility their respective Affiliates in which Business Employees are eligible to participate and level of benefits) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing Closing, Purchasers shall, and shall cause their respective Affiliates to: (the “New Welfare Plans” ), each Acquired Employee shall subject i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable Law to such Business Employees and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, covered spouse and/or dependents to the same extent as such Acquired Employee was entitled, before conditions and exclusions were satisfied or did not apply to such Business Employees under the Closing, to credit for such service under analogous welfare Plans maintained by Sellers or any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate of their respective Affiliates immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), ; and (Bii) provide each Business Employee with credit for purposes of each New Welfare Plan providing medicalany co-insurance, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all predeductibles and accumulations toward out-existing condition exclusions and activelyof-at-work requirements of pocket maximums paid by such New Welfare Plan to be waived for such Acquired Business Employee and his or her covered dependents, unless such conditions would not have been waived spouse and/or dependents prior to Closing in the Plan year in which the Closing occurs under the comparable plans group health care Plans maintained by Sellers or any of Knight Ridder their respective Affiliates in satisfying any analogous deductible or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements to the extent applicable to under any such employee and his group health care Plan maintained by Purchasers or her covered dependents for any of their respective Affiliates; provided, however, that no such credit shall affect the applicable limits under any such welfare Plan maintained by Purchasers or any of their respective Affiliates or entitle any Business Employee (or covered spouse or dependent) to any refund because such credit exceeds any limit imposed by Purchasers’ Plan. Sellers shall, at their sole cost and expense, provide Purchasers’ group health plan year as if with a report setting forth all co-insurance, deductibles and accumulations toward out-of-pocket maximums paid by the Business Employees under any such amounts had been paid in accordance with such New Welfare Plan. (b) To the extent that an Acquired Employee has not used all amounts deferred to a health flexible spending account plan as Plan of the Closing Date, Seller shall transfer to Buyer, Sellers or shall leave in place at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account of their respective Affiliates as of the Closing Date to and as of the extent not otherwise included in date six (6) months following the Acquired AssetsClosing Date. Effective as of the Closing, and Buyer Purchasers or their respective Affiliates shall assume all obligations for providing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, to U.S. Business Employees (and their eligible dependents). Notwithstanding the foregoing, Sellers shall retain responsibility under the Seller welfare Plans in which the Business Employees participate with respect to that Acquired Employee’s health flexible spending account plan balance. (c) Seller shall reimburse Buyer 50% of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) with respect to all welfare benefit claims incurred by Acquired the Business Employees (as defined herein and in the Other Agreement) their eligible dependents prior to the Closing Date under the Knight Ridder Medical Benefit Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Press)Closing, the Knight Ridder Health Plan – Medica (St. ▇▇▇▇ Pioneer Press) and the Knight Ridder Medical Plans for Employees Represented by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of such plans as in effect immediately prior to the Closing Date, to the extent such amounts exceed, in the aggregate, the sum of $1 million plus the positive balances in the VEBAs (as defined in the Other Agreement) as expressly excluding disability claims. For purposes of the Closing Datepreceding sentence, (i) a welfare benefit claim under a group health plan shall be considered incurred on the date when the services are rendered or supplies are provided and not when the condition arose or when the course of treatment began, (ii) a welfare benefit claim under a life insurance benefit plan shall be considered incurred on the date of death and (iii) a claim for workers’ compensation shall not be considered and is not a welfare benefit claim.

Welfare Plans. (a) For As of the Effective Time, Transferred Employees shall cease participation in all purposes (including purposes of vestingFTX Employee Plans and FTX Benefit Arrangements. Except as otherwise set forth in this Agreement or in the Merger Agreement, eligibility to participate FTX shall retain all obligations and level of benefits) liabilities under the employee welfare benefit plans of Buyer FTX Employee Plans and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare PlanFTX Benefit Arrangements. (b) To FTX and its FTX Employee Plans and FTX Benefit Arrangements shall retain responsibility for the extent that an Acquired Employee has not used administration, liability, cost of coverage and all amounts deferred to a health flexible spending account plan payable by reason of claims incurred by Transferred Employees (and their dependents and beneficiaries) on or before the Effective Time, by reason of claims incurred by Retired Employees, and by reason of claims incurred by FTX employees who as of the Closing DateEffective Time were on a leave of absence or were receiving long term disability benefits, Seller shall transfer to Buyersick leave benefits, or similar benefits. However, the Company shall leave in place assume responsibility for the administration, liability, cost of coverage, and all amounts payable by reason of employee benefit plan claims incurred by FTX employees (and their dependents) who at the applicable Acquired Company, in cash any positive balance in such Acquired Employee’s health flexible spending account time the employees ceased active work for FTX performed services primarily for the Transferred Businesses and who as of the Closing Date Effective Time were on a leave of absence or were receiving long term disability benefits, sick leave benefits, or similar benefits. For such purpose, unless otherwise agreed by FTX and the Company, a claim is deemed incurred on the date of the occurrence of (i) death, dismemberment, accident, or other loss in the case of claims under life insurance and accidental death and dismemberment benefits, (ii) in the case of a hospital stay, based on the date any such hospitalization is initiated, or (iii) the date on which the treatment or other service was rendered or the medicine, equipment, supply or other material was furnished, as the case may be, which resulted in the charge or expense giving rise to the extent not otherwise included claim in the Acquired Assetscase of all other claims. This paragraph 7(b) shall not apply to claims under applicable ▇▇▇▇▇▇▇'▇ compensation laws, the ▇▇▇▇▇ Act, 46 U.S.C. Section 688, the ▇▇▇▇▇▇▇▇▇ and Buyer shall assume all obligations Harbor Workers' Compensation Act, 33 U.S.C. Section 901, et. seq., or under similar laws, or arising in connection with respect to that Acquired Employee’s health flexible spending account plan balanceany occupational injury or disease. (c) Seller As of the Effective Time, Company shall be responsible for post-retirement benefit liabilities in respect of Transferred Employees and FTX shall have no further obligation for such liabilities with respect to such employees. FTX shall pay to Company an amount that equals the liability that has been accrued for such employees in accordance with the Financial Accounting Standard Board No. 106 as provided in the Freeport-McMoRan Inc. Retiree Benefit Plan's January 1, 1997 valuation report. (d) The Company shall reimburse Buyer 50% FTX for any payment (a "Reimbursable Payment") that FTX properly makes to or on behalf of the aggregate amounts paid by Buyer and paid by Hearst (or its permitted assignee under Section 11.8 of the Other Agreement) a Former Sulphur Employee with respect to claims incurred made after the Effective Time (or to an insurance company to provide coverage for a Former Sulphur Employee after the Effective Time) under the terms of any retiree medical, dental or life insurance plan or arrangement of FTX. No later than 30 days following the end of each calendar quarter, FTX shall provide the Company with a report providing in reasonable detail its calculation of the total amount of Reimbursable Payments made by Acquired Employees (FTX during the quarter, less any refunds or other offsetting payments or credits received by FTX. The amount that Company shall reimburse FTX shall be equal to the net amount of Reimbursable Payments by FTX, less the Credit Amount. The Credit Amount for each calendar quarter shall be equal to 25% of 9.5% of a fraction of the "Surplus", as defined herein and in below, which fraction shall be derived by dividing the Other Agreement) prior liabilities under the FTX Pension Plan as of the Effective Time attributable to the Closing Date under Former Sulphur Employees by the Knight Ridder Medical Benefit total liabilities of the FTX Pension Plan HealthPartners Primary Clinic Choice (St. ▇▇▇▇ Pioneer Pressas of the Effective Time. The Surplus shall be the fair market value of the assets of the FTX Pension Plan, less the total liabilities of the FTX Pension Plan, as of the Effective Time. The assets and liabilities used in this Paragraph 7(d) to calculate the Surplus and the appropriate fraction of the Surplus shall be determined as of the Effective Time, but only with regard to the portion of the FTX Pension Plan that remains after the transfer described in Section 3(b) of this Agreement. Furthermore, for purposes of this Section 7(d), the Knight Ridder Health assets and liabilities of the FTX Pension Plan – Medica (St. ▇▇▇▇ Pioneer Pressafter the transfer described in Section 3(b) and shall be determined on a FAS 87/88 basis. If the Knight Ridder Medical Plans Credit Amount for Employees Represented the current calendar quarter (plus any carried-forward excess from the preceding calendar quarter) exceeds the Reimbursable Payments in a quarter no payment shall be made between the parties. Any excess Credit Amount for the current calendar quarter shall be carried forward to the next calendar quarter. Company shall have the right to request an annual audit of the Reimbursable Payments by the San ▇▇▇▇ Mercury News Guild Employees, in accordance with the terms of an independent certified public accountant. This paragraph is not intended to limit any rights that FTX may have to reduce its obligations under any such plans as in effect immediately prior or arrangements. However, FTX shall have no right to increase its cost of benefits for any Former Sulphur Employee without obtaining 30-days advance approval from Company. Nor shall FTX have the Closing Date, right to reduce the extent such amounts exceed, in cost of coverage for any Retired Employees who are not Former Sulphur Employees without likewise reducing the aggregate, cost of coverage for the sum of $1 million plus the positive balances in the VEBAs Former Sulphur Employees. (e) With respect to employees and their dependents (other than Transferred Employees) who experience a qualifying event as defined in the Other Agreement) as of the Closing Date.29 U.S.