Common use of Welfare Plans Clause in Contracts

Welfare Plans. (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, 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 providing preretirement welfare benefits for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are 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 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 Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and 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 the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plan.

Welfare Plans. As of the Closing Date, each Company Employee shall cease participation in the health and welfare benefit plans of Seller (aeach, a “Seller Welfare Plan”) and commence or continue participation in the health and welfare benefit plans maintained by Buyer or its Affiliates (which, for the avoidance of doubt, after the Closing shall include any Company Benefit Plans). Benefits in respect of all welfare plan claims incurred by Company Employees on or after the Closing shall be provided by Buyer or its Affiliates. For purposes of this Section 6.05, a claim shall be deemed “incurred” 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 healthcare programs). For each Company Employee who immediately prior to the Closing Date participated in a healthcare and/or dependent care flexible spending arrangement (an “FSA”) under a section 125 plan of Seller, Buyer shall take provide the same level of coverage under an equivalent plan of Buyer or its Affiliate and shall treat the Company Employees as if their participation had been continuous from the beginning of the Seller’s plan year. As soon as practicable after the Closing, Seller shall transfer to Buyer (or its applicable Affiliate(s)) a cash lump sum equal to the total amount that Company Employees have contributed to the applicable FSAs of Seller through the Closing Date for the plan year that includes the Closing, less all action necessary and appropriate to ensure thatamounts that have been paid from such FSAs through the Closing Date for eligible expense claims incurred by the Company Employees in the plan year that includes the Closing (such difference, the “FSA Amount”). If the FSA Amount is less than $0, as soon as practicable after the Closing DateClosing, Buyer maintains or adoptsshall transfer to Seller a cash lump sum equal to all amounts that have been paid from Seller’s FSAs through the Closing Date for eligible claims incurred by the Company Employees in the plan year that includes the Closing, less the total amount that Company Employees have contributed to Seller’s FSAs through the Closing Date for the plan year that includes the Closing. The Company Employees’ salary reduction elections shall be taken into account for the remainder of Buyer’s plan year as of if made under Buyer’s plan, and Buyer’s FSA shall reimburse eligible expenses incurred by Company Employees at any time during the Seller’s plan year, including expenses incurred before 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 providing preretirement welfare benefits for up to the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as amount of the Closing Date pre-retirement benefits to Transferred Employees (employee’s election and their dependents and beneficiaries) that, in reduced by amounts previously reimbursed by 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 Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and 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 the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such planSeller’s FSA.

Welfare Plans. (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, Effective as of the Closing DateDate or such later date as the Business Employee returns to work as referenced in Section 5.11, one (i) Sellers shall cause each Business Employee who transfers employment to Purchaser or more employee its Affiliates as of the Closing Date (“Transferring Employee”) to cease to participate in each welfare benefit plansplan sponsored by Sellers or their Affiliates, including medical, health, dental, flexible spending account, accident, life, and (ii) Purchaser shall cause each Transferring Employee to be covered by the welfare benefit plans provided by Purchaser or their Affiliates for similarly situated employees. Sellers or their Affiliates shall be liable for claims for benefits (other than for short-term disability, workers’ compensation and long-term disability medical and other employee dental benefits) by Transferring Employees under such welfare benefit plans providing preretirement welfare benefits for the benefit arising out of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are hereinafter referred occurrences on or prior 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 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 Sellers or their Affiliates shall be credited liable for claims for short-term disability benefits and workers’ compensation benefits by Transferring Employees under such welfare benefit plans with service, determined 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 terms Closing Date. Purchaser or their Affiliates shall cause each of the corresponding welfare plans maintained by Seller on Transferring Employees to be granted credit under its health benefit plans, for the year during which 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 Buyer Welfare Plans shall be waived for Transferred Employeesoccurs, and Transferred Employees shall receive credit under the Buyer Welfare Plans for with any deductibles, co-insurance payments and payments under a deductible limit made by them and for or out-of-pocket maximums 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 them during be waived any preexisting condition restrictions under its medical and dental benefits plans to the plan year extent necessary to provide immediate coverage under such plans. Purchaser or their Affiliates shall provide the Transferring Employees (and their respective beneficiaries) with medical benefits sufficient to satisfy the obligations of Sellers or their Affiliates under Section 4980B of the Seller Welfare Plan in accordance with the corresponding Seller Welfare PlansCode respecting Transferring Employees. As soon as practicable after the Closing DateUnless otherwise specifically agreed to by Purchasers, Seller Sellers or their Affiliates shall deliver to Buyer a list of the Transferred be liable for all welfare benefits for Business Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such planthat are not Transferring Employees.

Welfare Plans. (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, 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 providing preretirement welfare benefits for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Union Welfare Plans and the Bargained Welfare Plans are 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 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 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 Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and 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 the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller Sellers shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such planthe Seller Welfare Plans.

Welfare Plans. (ai) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer or one of its Affiliates 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 providing preretirement welfare benefits for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Buyer Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are 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 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 or its Affiliates on the Closing DateDate (hereinafter referred to collectively as the "Seller Welfare Plans"). Subject to Section 6.2(c)(ii)(B) and the transfer of assets required by Section 6.2(c)(ii)(C), the Buyer Welfare Plans shall provide as of the Closing Date post-retirement benefits to which Transferred Employees will be entitled upon retirement that, in the aggregate, are comparable to the post-retirement benefits to which they would be entitled upon retirement under the Seller Welfare Plans. 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 Welfare Plan on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans")Date. Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, Employees and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and 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 the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plan. Except as described in Section 6.2(c)(ii)(B), the Buyer Welfare Plans shall provide benefits as described in this paragraph until December 31, 2000.

Welfare Plans. (a) Buyer Each New Employee shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, 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, one or more employee welfare benefit plans, including ") under any medical, health, dental, flexible spending accountvision, accidentprescription drug, life, short-term disability, and long-term disability life insurance and other employee welfare benefit plans providing preretirement welfare benefits (within the meaning of section 3(1) of ERISA) maintained by Buyer for the benefit of 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 non-bargained Transferred Employees extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Sellers for employees of the Systems (the "Non-union Sellers' Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the coordinate deductibles, maximum benefit restrictions and "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are 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 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 Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and payments under a deductible limit made by them and for out-of-pocket pocket" maximums applicable to them 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 plan coverage year of the Seller Buyer's Welfare Plan Plans in accordance with which the corresponding Seller 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, Seller Sellers shall prepare and deliver to Buyer a list SCHEDULE 6.5(d), setting forth the information needed for Buyer to comply with the 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 which are timely submitted for reimbursement in accordance with the Sellers' Welfare Plans. Sellers will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transferred Employees Code and sections 601-608 of ERISA to or with respect to any of Sellers' employees who had credited service under incurs a Seller Welfare Plan"qualifying event" prior to the Employment Transfer Date, together including a qualifying event that occurs as a result of the transaction contemplated by this Agreement. Buyer will be responsible for providing COBRA coverage to or with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such planrespect to any New Employee who incurs a "qualifying event" after the Employment Transfer Date.

Welfare Plans. (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, 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 providing preretirement welfare benefits (including retiree medical and life) for the benefit of (i1) the non-bargained Transferred Employees (the "“Non-union Union Welfare Plans"”) and (ii2) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements Labor Contracts (the "“Bargained Welfare Plans"”). The Non-union Union Welfare Plans and the Bargained Welfare Plans are hereinafter referred to collectively as the "“Buyer Welfare Plans." The ” Subject to Sections 8.3(b) and 8.3(c), the terms of Buyer Welfare Plans shall provide as of the Closing Date (but not for any specific time thereafter) pre-retirement benefits to Transferred Employees (and their dependents and beneficiaries) that, in the aggregate, are at least 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 or its Affiliate 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 Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and 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 the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, ’s co-payment amounts, and deductible and out-of-pocket limits under such planthe Seller Welfare Plans.

Welfare Plans. (aIf the applicable carrier(s) Buyer consents, Purchaser shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer 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 providing preretirement welfare benefits for the benefit of (i) the non-bargained Transferred Employees (the "Non-union “Purchaser Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"”). The Non-union Welfare Plans and If the Bargained Welfare Plans are hereinafter referred to collectively as applicable carrier(s) consents, the "Buyer Welfare Plans." The Buyer Purchaser Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred the Employees (and 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 SSI and UCA on the Closing Date (hereinafter referred to collectively as the "Seller “Companies Welfare Plans"”), through the applicable renewal date. At renewal, Purchaser shall review renewal increases and make necessary modifications. Any restrictions on coverage for pre-existing preexisting conditions or requirements for evidence of insurability under the Buyer Purchaser Welfare Plans shall be waived for Transferred the benefit of the Employees, and Transferred the Employees shall receive credit under the Buyer Purchaser Welfare Plans for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the Seller Companies Welfare Plan Plans in accordance with the corresponding the Companies Welfare Plan. Notwithstanding the aforementioned, nothing contained herein shall obligate Purchaser to provide Purchaser Welfare Plans having benefits in excess of those currently offered to Purchaser’s existing employees. Purchaser shall indemnify and hold harmless the Seller Indemnitees from and against any claims arising from the modification of the Companies Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plan.

Welfare Plans. (aAssuming the applicable carrier(s) Buyer consents, the Purchaser shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer the Purchaser maintains or adoptsadopts (or causes the Subsidiary to maintain or adopt), 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 providing preretirement welfare benefits for the benefit of (i) the non-bargained Transferred Employees (the "Non-union “Purchaser Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"”). The Non-union Welfare Plans and Assuming the Bargained Welfare Plans are hereinafter referred to collectively as applicable carrier(s) consents, the "Buyer Welfare Plans." The Buyer Purchaser Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred the Employees (and 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 Company or the terms of the corresponding welfare plans maintained by Seller Subsidiary on the Closing Date (hereinafter referred to collectively as the "Seller “Company and Subsidiary Welfare Plans"”), through the applicable renewal date. At renewal, Purchaser shall review renewal increases and make necessary modifications. Any restrictions on coverage for pre-existing preexisting conditions or requirements for evidence of insurability under the Buyer Purchaser Welfare Plans Plan shall be waived for Transferred the Employees, and Transferred the Employees shall receive credit under the Buyer Purchaser Welfare Plans Plan for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the Seller Company and Subsidiary Welfare Plan in accordance with the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Company and Subsidiary Welfare Plan. Notwithstanding the aforementioned, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plannothing contained herein shall obligate the Purchaser to provide Purchaser Welfare Plans having benefits in excess of those currently offered to Purchaser’s existing employees.

Welfare Plans. Buyer Plans which are welfare benefit plans within the meaning of Section 3(1) of ERISA (a“Buyer’s Welfare Plans”) Buyer shall take all action necessary provide coverage and appropriate benefits to ensure that, as soon as practicable after Continuing Employees of the Acquired Companies and Subsidiaries (and the eligible dependents of the Continuing Employees) beginning on the Closing Date. Buyer shall, Buyer maintains or adoptsshall cause the Acquired Companies and the Subsidiaries to, waive any pre-existing condition limitations and eligibility waiting periods for Continuing Employees under Buyer’s welfare plans (but only to the extent such pre-existing condition limitations and eligibility waiting periods were satisfied under the Seller benefit plans as of the Closing Date, one ). Colfax benefit plans that are welfare benefits plans within the meaning of Section 3(1) of ERISA and that provide benefits to Continuing Employees (“Colfax Welfare Plans”) shall be liable for all claims incurred with respect to Continuing Employees and their spouses and dependents under the Colfax Welfare Plans if incurred on or more employee prior to the Closing Date. The Continuing Employees shall be entitled to apply deductibles and out-of-pocket payments expended for covered medical and dental expenses under the Acquired Companies’ 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 providing preretirement welfare benefits for in the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees plan year in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of which the Closing Date pre-retirement benefits to Transferred Employees (and their dependents and beneficiaries) thatoccurs, in the aggregate, are comparable to the predeductible and out-retirement benefits to which they were entitled of-pocket maximums under the corresponding employee welfare benefit plans maintained Buyer’s Welfare Plans. After the Closing Date, Buyer, the Acquired Companies and the Subsidiaries shall be responsible for all claims incurred by Seller on Continuing Employees after the Closing Date. For purposes of determining eligibility to participate in each Buyer Welfare Planthis Section 5.04(c), each Transferred Employee shall a claim will be credited with service, determined under the terms of the corresponding welfare plans maintained by Seller deemed “incurred” on the Closing Date date that the event that gives rise to the claim occurs (hereinafter referred to collectively as for purposes of life insurance, sickness, accident and disability programs) or on the "Seller Welfare Plans"date that treatment or services are provided (for purposes of health care programs). Any restrictions on coverage for pre-existing conditions The provisions of this Section 5.04(c) shall not apply in respect of any severance or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employeestermination plans, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and 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 the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such planpolicies or arrangements.

Welfare Plans. (a) Buyer Ralcorp shall take take, or cause to be taken, all action necessary and appropriate to ensure that, amend each and every welfare plan covering its employees (Ralcorp Welfare Plans) to remove Ralcorp as soon sponsor and named fiduciary and shall name New Ralcorp as practicable sponsor and named fiduciary of each such plan after the Closing Date, Buyer maintains or adopts, as consummation of the Closing Internal Merger and prior to the Distribution Date. Acquiror shall take, one or more employee welfare benefit planscause to be taken, including medical, health, dental, flexible spending account, accident, life, short-term disability, all action necessary and long-term disability and other employee welfare benefit plans providing preretirement welfare benefits for the benefit of appropriate to cause either (i) its existing welfare plans to be amended, or (ii) new welfare plans to be adopted which will cover Branded Employees (and their dependents as appropriate) immediately following the non-bargained Transferred Employees Distribution Date (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained New Welfare Plans"). The Non-union Acquiror shall cause the New Welfare Plans to provide benefits of substantially the same, or greater, type and the Bargained Welfare Plans are hereinafter referred to collectively value as the "Buyer benefits which the Branded Employees (other than administrative employees who are not covered by a collective bargaining agreement) enjoyed under the Ralcorp Welfare Plans." The Buyer , on the date immediately preceding the Distribution Date. Acquiror shall also cause the New Welfare Plans shall provide Plans, to the extent applicable, to credit such Branded Employees with the term of service credited to such employees as of the Closing Distribution Date pre-retirement benefits to Transferred Employees (and 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 applicable Ralcorp Welfare Plan. Acquiror will cause Branded Employees to collectively as the "Seller Welfare Plans"). Any restrictions on coverage receive credit for pre-existing conditions or requirements for evidence of insurability payments made under the Buyer Welfare Plans shall be waived for Transferred Employees, Ralcorp Comprehensive and Transferred Employees shall receive credit under the Buyer Welfare Plans for coWell-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them Med Plan during the plan year in which the Distribution Date occurs for purposes of satisfying the Seller Welfare Plan in accordance with the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, applicable deductibles and deductible and maximum out-of-pocket limits of the applicable New Welfare Plans during the plan year in which the Distribution Date occurs. (b) Except as otherwise noted in this Section, Ralcorp shall cause one or more members of the New Ralcorp Group to assume and be solely responsible for, or cause its insurance carriers or agents to be responsible for, all liabilities for welfare benefit claims incurred under the welfare plans on or before the Distribution Date. For purposes of this Section, disability claims are incurred on the date on which the disability was incurred or, in the case of a disability which is not incurred on a single, identifiable date, the date on which the disability was diagnosed; medical and dental services are incurred when an individual is provided with medical or dental care; death benefit claims are incurred at the time of death of the insured notwithstanding any other provision of any welfare benefit plan to the contrary. At the Distribution Date, Branded Employees will cease participation in Ralcorp Welfare Plans, except to the extent (i) that a Branded Employee or a covered dependent of a Branded Employee is hospitalized on the Distribution Date, in which case such individual shall continue to be covered under the appropriate Ralcorp Welfare Plan until the individual is discharged from the hospital or (ii) they elect continued coverage under such plan.plans pursuant to COBRA or other provisions of the plans. New Ralcorp shall be responsible for all qualifying events under COBRA and COBRA claims incurred under the Ralcorp Welfare Plans on or before the Distribution Date. (c) New Ralcorp and the New Ralcorp Group shall be responsible for any retiree medical and life insurance benefits payable under any welfare plan with respect to any former employee of Ralcorp or one of its Affiliates who retired from the New Ralcorp Group or the Ralcorp Group on or before the Distribution Date and who met the eligibility requirements for such benefits at that time. Branded Employees who retire from Ralcorp or Acquiror after the Distribution Date shall not be entitled to retiree B-14 15 medical and life insurance benefits from the Ralcorp Welfare Plans, but shall be eligible for coverage as provided by the New Welfare Plans. 8.4

Welfare Plans. (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, 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 providing preretirement welfare benefits for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Union Welfare Plans and the Bargained Welfare Plans are 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 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 Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and 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 the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such planthe Seller Welfare Plans.

Welfare Plans. Seller maintains, or is a participating employer in, certain Welfare Plans listed on Disclosure Schedule 3.9(a) (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, 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 providing preretirement welfare benefits for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Seller's Welfare Plans"). The Non-union Buyer shall not assume the Welfare Plans. Effective as of Closing, Seller shall retain responsibility for, by insurance or otherwise, provision of (i) all life insurance, accidental death and dismemberment ("AD&D"), short term disability and supplemental unemployment expenses and benefits for each Acquired Employee in accordance with the terms of Seller's Welfare Plans with respect to claims incurred by each such Acquired Employee and/or his or her covered dependents on or before the Closing Date, (ii) the long-term disability benefits of any employee who does not become an Acquired Employee and the Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of (iii) all hospital, medical, dental and other health benefit expenses incurred on or before the Closing Date pre-retirement benefits to Transferred Employees (and their dependents and beneficiaries) thatfor each Acquired Employee and/or his covered dependents, all in accordance with 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 Dateterms of Seller's Welfare Plans. For purposes of determining eligibility to participate in each Buyer Welfare Planthis Section, each Transferred Employee shall be credited with service, determined under a claim is deemed incurred for life insurance or AD&D purposes when the terms death or dismemberment of the corresponding welfare plans maintained by Seller 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 Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and payments under a deductible limit made by them employee occurred and for purposes of short-term or long-term disability purposes upon the occurrence of the accident or disabling event. Expenses are deemed incurred with respect to hospital, medical, dental or other welfare benefit expenses when the services or products generating such expenses are performed or provided to the employee. As soon as administratively practicable after receipt of the necessary data from Seller, Buyer shall apply toward any deductible requirements and out-of-pocket maximums applicable to them maximum limits under its employee welfare benefit plans for the plan year that includes the Closing Date any amounts paid by each such Acquired Employee under Seller's Welfare Plans during the plan year of Buyer's welfare plans in which the Closing Date occurs; Seller, or its designee, shall provide such information within 60 days following the Closing Date from its applicable providers and vendors in the electronic format as dictated by Buyer's vendor. Effective as soon as administratively practicable after Buyer receives the necessary data from Seller, or its designee, Buyer shall establish flexible spending accounts for medical and dependent care expenses under a new or existing plan ("Buyer's Cafeteria Plan") for each Acquired Employee who, on or prior to the Closing Date, is a participant in a flexible spending account for medical and dependent care expenses under a plan of Seller Welfare or any of its Affiliates ("Seller's Cafeteria Plan"). Subject to Buyer being provided all information reasonably necessary to permit the administrator of Buyer's Cafeteria Plan to accommodate the inclusion of the Acquired Employees in accordance Buyer's Cafeteria Plan on the basis described herein, Buyer shall credit or debit, as applicable, effective as soon as administratively practicable after Buyer receives the necessary data, the applicable account of each Acquired Employee under Buyer's Cafeteria Plan with an amount equal to the corresponding Seller Welfare Plansbalance of each such Acquired Employee's account under Seller's Cafeteria Plan as of immediately prior to the Closing Date. As soon as practicable after the Closing Date, Seller shall deliver pay to Buyer a list the net aggregate amount of the Transferred Employees who had account balances credited service under a Seller Welfare PlanBuyer's Cafeteria Plan with respect to the Acquired Employees, together with each if such Transferred Employee's service, co-payment amountsamount is positive, and deductible and out-of-pocket limits Buyer shall pay to Seller the net aggregate amount of the account balances credited under Buyer's Cafeteria Plan with respect to the Acquired Employees, if such planamount is negative. Seller shall provide all information required by Buyer to establish such accounts from Seller's Cafeteria Plan vendor within 60 days following the Closing Date in the electronic format as dictated by Buyer's Cafeteria Plan vendor.

Welfare Plans. (a) Buyer Subject to relevant provisions of applicable Cable Group Bargaining Agreements, each Continuing Employee shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, be covered as of the Closing Date, one or more employee welfare benefit plans, including Exchange Time under the terms of any medical, health, dental, flexible spending accountvision, accidentprescription drug, life, short-term disability, and long-term disability and life insurance plans or other employee welfare benefit plans providing preretirement welfare benefits for (within the benefit meaning of Section 3(1) of ERISA), which are either, at the option of TCI Sub, a transferee of assets of the Company or the manager of the Systems, as applicable, (i) the nonsame or substantially similar to the coverage of such employees prior to the Exchange Time or (ii) maintained by TCI Sub, a transferee of assets of the Company (only as to the employees of such transferees) or the manager of the Systems for its similarly situated employees ("Replacement Welfare Plans"). Notwithstanding the preceding sentence, any waiting periods or pre-bargained Transferred Employees existing condition limitations in such Replacement Welfare Plans shall be waived unless coverage would have been denied on a similar basis under welfare plans applicable to employees of the Company immediately prior to the Exchange Time (the "Non-union Cable Group Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the deductibles, maximum benefit restrictions and "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are 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 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 Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and payments under a deductible limit made by them and for out-of-pocket pocket" maximums applicable to them shall be coordinated so that (i) Continuing Employees receive credit towards any deductibles under Replacement Welfare Plans for deductibles paid under the Cable Group's Welfare Plans during the relevant plan year in which the Exchange Date occurs, and (ii) Continuing Employees receive credit for eligible claims incurred under the Cable Group's Welfare Plans during the plan year of in which the Seller Welfare Plan in accordance with the corresponding Seller Exchange Time occurs toward any "out-of-pocket" maximums under Replacement Welfare Plans. As soon as practicable after the Closing DateExchange Time, Seller New VII shall prepare and deliver to Buyer Old VII the information needed for Old VII to comply with the preceding sentence. New VII will be responsible for all eligible unpaid claims incurred by Continuing Employees prior to the Exchange Time and timely submitted for reimbursement in accordance with the Cable Group Welfare Plan. Continuation health care coverage shall be provided by the Company to all Continuing Employees and their qualified beneficiaries, who incur a list qualifying event after the Exchange Time in accordance with the continuation health care coverage requirements of Section 4980B of the Transferred Employees Code and Sections 601 through 608 of ERISA ("COBRA"). New VII shall be responsible for providing continuation coverage to the extent required by law to any employee who had credited service is a Non-Continuing Employee and the qualified beneficiary of any such employee who incurs a qualifying event under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such planCOBRA on or prior to the Exchange Date.