Health Coverages. As of and after the Closing, Purchaser and its Affiliates (including, following the Closing, the Transferred Entities) shall cause each Transferred Business Employee (and his or her eligible dependents) to be covered by a group health plan or plans, effective as of the Closing Date, that (a) comply with the provisions of Section 7.4, (b) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the corresponding group health Seller Benefit Plan or Transferred Entity Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan, and (c) to the extent that such Purchaser Benefit Plans in which such Transferred Business Employee becomes eligible to participate for the first time following the Closing, provide such Transferred Business Employee full credit, for the first year of eligibility, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan during such year for purposes of any deductible, co-payment or maximum out-of- pocket expense provisions, as applicable, of such Purchaser Benefit Plan. Section 7.7
Health Coverages. Purchaser shall cause the Company to, and the Company shall, cause each Transferred Business Employee (and his or her eligible dependents) to be covered by a group health plan or plans that (a) comply with the provisions of Section 6.2(a), (b) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the corresponding group health Seller Benefit Plan or Transferred Entity Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan, and (c) to the extent that such plans are the Company group health plans in which such Transferred Business Employee becomes eligible to participate for the first time following the Closing, provide such Transferred Business Employee full credit, for the first year of eligibility, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan during such year for purposes of any deductible, co-payment or maximum out-of-pocket expense provisions, as applicable, of such Company group health plans.
Health Coverages. Purchaser shall cause each Transferred Business Employee and his or her eligible dependents to be covered on and after the Closing by a group health plan or plans maintained by Purchaser or any of its Affiliates that (i) comply with the provisions of Section 5.7(c) or Section 5.7(l), as applicable and (ii) do not limit or exclude coverage on the basis of any preexisting condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan. Purchaser shall use reasonable best efforts to provide each Transferred Business Employee full credit under Purchaser’s or such Affiliate’s group health plans, for the year in which the Closing Date occurs, for any deductible or co-payment already incurred by the Transferred Business Employee under the applicable group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Benefit Plan or Purchaser’s or such Affiliate’s group health plans.
Health Coverages. Purchaser shall cause each Transferred U.S. Business Employee and his or her eligible dependents to be covered on and after the applicable Employment Transfer Date by a group health plan or plans maintained by Purchaser or any of its Affiliates that (i) comply with the provisions of Section 5.7(a), (ii) do not limit or exclude coverage on the basis of any preexisting condition of such Transferred U.S. Business Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan, and (iii) provide each such Transferred U.S. Business Employee full credit under Purchaser’s or such Affiliate’s group health plans, for the year in which the applicable Employment Transfer Date occurs, for any deductible or co-payment already incurred by the Transferred U.S. Business Employee under the applicable group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Benefit Plan or Purchaser’s or such Affiliate’s group health plans. Neither Purchaser nor any of its Affiliates shall provide a direct or indirect incentive to any Transferred U.S. Business Employee or his or her eligible dependents to elect COBRA continuation coverage under any group health Benefit Plan.
Health Coverages. Without limiting the scope of Section 7.1(a), Buyer and its Affiliates shall cause each of the Company and the Company Subsidiary to provide each Business Employee (and his or her “eligible dependents”, as defined in the Benefit Plans) to be covered immediately following the Closing Date by a group health plan that provides health benefits (within the meaning of Section 5000(b)(1) of the Code) that (i) complies with the provisions of Section 7.1(a), (ii) does not limit or exclude coverage on the basis of any pre-existing condition of such Business Employee or dependent (other than any limitation already in effect under the Benefit Plan that is a group health plan), and (iii) provides each Business Employee full credit, for the year during which the Closing occurs, for any deductible already incurred by the Business Employee under any group health plan in which the Business Employees become eligible to participate after the Closing Date and for any other out-of-pocket expenses already incurred by the Business Employee under the applicable Benefit Plan that count against any maximum or minimum out-of-pocket expense provision of any group health plan maintained by Buyer and/or its Affiliates.
Health Coverages. Purchaser shall cause each Transferred Business Employee (and his or her eligible dependents) to be covered by a group health plan or plans that (a) comply with the provisions of Section 6.2(a), (b) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the corresponding group health Seller Benefit Plan or Transferred Entity Benefit Plan) or on the basis of any other waiting period not in effect under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan, and (c) subject to the obligations under Section 6.2(b), use commercially reasonable efforts to provide such Transferred Business Employee full credit, for the year in which the Closing Date occurs, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan during such year for purposes of any maximum deductible, co-payment or out-of-pocket expense provisions, as applicable, of such Purchaser group health plans.
Health Coverages. Purchaser shall cause each Business Employee who is covered by a group health Benefit Plan immediately prior to the Closing (and his or her eligible dependents) to be covered on and after the Closing by a group health plan or plans maintained by Purchaser or any of its Affiliates that comply with the provisions of Section 5.7(b) and shall make reasonable best efforts to have such plans:
Health Coverages. Buyer and its Affiliates shall use reasonable best efforts so that each Company Employee (and his or her eligible dependents) eligible for coverage under a group health plan or plans of Buyer or its Affiliates (including the Companies) shall not be excluded from coverage on the basis of any pre-existing condition of such Company Employee or dependent (other than any limitation in effect prior to the Closing under the applicable group health Seller Benefit Plan or Company Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Seller Benefit Plan or Company Benefit Plan. If a Company Employee becomes eligible to participate in a Buyer group health plan for the first time following the Closing, Buyer shall use reasonable best efforts to provide such Company Employee full credit, for the first year of eligibility, for any deductible, co-payment or out-of-pocket expenses already incurred by the Company Employee under the applicable group health Seller Benefit Plan or Company Benefit Plan during the same plan year, if any, for purposes of any deductible, co-payment or maximum out-of-pocket expense provisions, as applicable, of such Buyer group health plans. In addition, Buyer shall cause each of the Companies to make company contributions in respect of current or former Company Employees (as determined in accordance with Seller’s past practice) to the Services Group of America II, Inc. Benefits Trust Plan for any periods up to and including the Closing Date (such contributions, the “Benefits Trust Contributions”).
Health Coverages. With respect to any group health plan or plans maintained by Purchaser or its Affiliates in which any Transferred Business Employee is eligible to participate on or after the Closing Date, Purchaser shall, or shall cause its Affiliates, to (i) use reasonable best efforts to waive, or cause to be waived, preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods with respect to participation by and coverage of such Transferred Business Employee (other than any such condition, limitation, exclusion, requirement or period already in effect under the applicable group health Benefit Plan) and (ii) provide such Transferred Business Employee credit for the year in which the Closing Date occurs for any deductibles, co-payments or out-of-pocket expenses already incurred by such Transferred Business Employee under the applicable group health Benefit Plan to the same extent as such Transferred Business Employee was entitled, prior to the Closing Date, to credit for such deductibles, co-payments or out-of-pocket expenses under the applicable analogous group health Benefit Plan.
Health Coverages. Purchaser shall make available to each Transferred Employee and his or her eligible dependents coverage under group health Purchaser Benefit Plans that (i) do not limit or exclude coverage on the basis of any pre-existing condition of any Transferred Business Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan, and (ii) provide each Transferred Business Employee full credit under the applicable group health Purchaser Benefit Plans for the applicable plan year in which the Closing Date occurs, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Benefit Plan in satisfying any deductible, co-payment or out-of-pocket expenses under the applicable group health Purchaser Benefit Plans. Seller shall retain all Liabilities for medical, prescription drug, dental, vision or other welfare benefit expenses for each Transferred Business Employee with respect to claims incurred prior to the Closing Date, with a claim deemed incurred at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained.
