Common use of Other Welfare Benefits Clause in Contracts

Other Welfare Benefits. (A) Without in any way limiting Purchaser’s (or its Designated Affiliates’ or, following Closing, the Acquired Companies’) obligations under Section 10.1(a)(ii), Seller, the Acquired Companies, and Purchaser shall cooperate so that there shall be in effect, as of Closing, medical, life insurance, disability and other welfare plans sponsored by the Acquired Companies, Purchaser, and/or one or more of its Designated Affiliates (“New Welfare Plans”), that provide Transferred Employees with benefits that, when taken as a whole, are comparable to the benefits provided under the Seller Welfare Plans immediately prior to Closing (such benefits being collectively referred to as “Welfare Benefits”). Seller and its Subsidiaries (other than the Acquired Companies) shall be responsible for, and shall retain all Liability and indemnify and hold Purchaser, its Subsidiaries and Designated Affiliates harmless with respect to all medical, life insurance and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents prior to the Closing Date, including providing Cobra Coverage from and after the Closing Date for Former Acquired Company Employees, Former Business Employees and their respective beneficiaries and dependents. Purchaser shall, or shall cause one or more of its Designated Affiliates to, be responsible for, and shall assume all Liability and indemnify and hold Seller, its Subsidiaries and Affiliates harmless with respect to (x) all medical, life insurance and other welfare plan expenses and benefits for each Acquired Company or Business Employee with respect to claims incurred by such employees or their covered dependents on or after the Closing Date, (y) providing any required notices regarding Cobra Coverage for all Transferred Employees and their beneficiaries and dependents with respect to qualifying events that occur on or after the Closing Date, and (z) providing Cobra Coverage from and after the Closing Date for Transferred Employees and their beneficiaries and dependents, regardless of whether the applicable qualifying event occurred or occurs before, on or after the Closing Date, to the extent such coverage was being provided under the Seller Employee Benefit Plans. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs and, in the case of a hospital stay, when the employee first enters the hospital. Notwithstanding anything to the contrary in this Section 10.l(c)(ii)(A), Liabilities in respect of Retiree Medical Benefits and long term disability shall be treated in accordance with the provisions of Sections 10.1(c)(ii)(B) and 10.1(c)(ii)(C), respectively.

Other Welfare Benefits. (Ai) Without in any way limiting Purchaser’s (or its Designated Affiliates’ or, following Closing, the Acquired Companies’) obligations under Section 10.1(a)(ii), Seller, the Acquired Companies, and Purchaser shall cooperate so that there shall be in effecttake all action necessary and appropriate to ensure that, as of Closing, medical, life insurance, disability and other welfare plans sponsored by the Acquired Companies, Purchaser, and/or one or more of its Designated Affiliates (“New Welfare Plans”), that provide Transferred Employees with benefits that, when taken soon as a whole, are comparable to the benefits provided under the Seller Welfare Plans immediately prior to Closing (such benefits being collectively referred to as “Welfare Benefits”). Seller and its Subsidiaries (other than the Acquired Companies) shall be responsible for, and shall retain all Liability and indemnify and hold Purchaser, its Subsidiaries and Designated Affiliates harmless with respect to all medical, life insurance and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents prior to the Closing Date, including providing Cobra Coverage from and after the Closing Date for Former Acquired Company Employees, Former Business Employees and their respective beneficiaries and dependents. Purchaser shall, or shall cause one or more of its Designated Affiliates to, be responsible for, and shall assume all Liability and indemnify and hold Seller, its Subsidiaries and Affiliates harmless with respect to (x) all medical, life insurance and other welfare plan expenses and benefits for each Acquired Company or Business Employee with respect to claims incurred by such employees or their covered dependents on or practicable after the Closing Date, Purchaser maintains or adopts, as of the Closing Date, one or more employee welfare benefit plans, including medical, health, dental, flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans (yincluding retiree medical and life) providing any required notices regarding Cobra Coverage for all the benefit of the Transferred Employees (the "Purchaser Welfare Plans"). For purposes of determining eligibility to participate in each Purchaser Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare plans maintained by Sellers on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Purchaser Welfare Plans shall be waived for Transferred Employees, except to the extent that such restrictions or requirements have not been satisfied under corresponding plans of Sellers and their beneficiaries Affiliates as of the Closing Date. Transferred Employees shall receive credit under the Purchaser Welfare Plans for co-payments and dependents payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in accordance with respect to qualifying events that occur on or the corresponding Seller Welfare Plans. Within 90 days after the Closing Date, and (z) providing Cobra Coverage from and after Sellers shall deliver to Purchaser a list of the Closing Date for Transferred Employees and their beneficiaries and dependentswho had credited service under a Seller Welfare Plan, regardless of whether the applicable qualifying event occurred or occurs before, on or after the Closing Date, to the extent together with each such coverage was being provided Transferred Employee's service under the Seller Employee Benefit Plans. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs and, in the case of a hospital stay, when the employee first enters the hospital. Notwithstanding anything to the contrary in this Section 10.l(c)(ii)(A), Liabilities in respect of Retiree Medical Benefits and long term disability shall be treated in accordance with the provisions of Sections 10.1(c)(ii)(B) and 10.1(c)(ii)(C), respectivelysuch plan.

Other Welfare Benefits. (A) Without in any way limiting Purchaser’s (or its Designated Affiliates’ or, following Closing, the Acquired Companies’) obligations under Section 10.1(a)(ii), Seller, the Acquired Companies, and Purchaser shall cooperate so that there shall be in effect, as of Closing, medical, life insurance, disability and other welfare plans sponsored by the Acquired Companies, Purchaser, and/or one or more of its Designated Affiliates (“New Welfare Plans”), that provide Transferred Employees with benefits that, when taken as a whole, are comparable to the benefits provided under the Seller Welfare Plans immediately prior to Closing (such benefits being collectively referred to as “Welfare Benefits”). Seller and its Subsidiaries (other than the Acquired Companies) shall be responsible for, and shall retain all Liability and indemnify and hold Purchaser, its Subsidiaries and Designated Affiliates harmless with respect to all medical, life insurance and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred by such employees or their covered dependents prior to the Closing Date, including providing Cobra Coverage from and after the Closing Date for Former Acquired Company Employees, Former Business Employees and their respective beneficiaries and dependents. Purchaser shall, or shall cause one or more of its Designated Affiliates to, be responsible for, and shall assume all Liability and indemnify and hold Seller, its Subsidiaries and Affiliates harmless with respect to (x) all medical, life insurance and other welfare plan expenses and benefits for each Acquired Company or Business Employee with respect to claims incurred by such employees or their covered dependents on or after the Closing Date, (y) providing any required notices regarding Cobra Coverage for all Transferred Employees and their beneficiaries and dependents with respect to qualifying events that occur on or after the Closing Date, and (z) providing Cobra Coverage from and after the Closing Date for Transferred Employees and their beneficiaries and dependents, regardless of whether the applicable qualifying event occurred or occurs before, on or after the Closing Date, to the extent such coverage was being provided under the Seller Employee Benefit Plans. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs and, in the case of a hospital stay, when the employee first enters the hospital. Notwithstanding anything to the contrary in this Section 10.l(c)(ii)(A10.1(c)(ii)(A), Liabilities in respect of Retiree Medical Benefits and long term disability shall be treated in accordance with the provisions of Sections 10.1(c)(ii)(B) and 10.1(c)(ii)(C), respectively.