Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of Cyclerion Employees or their covered dependents under the Ironwood Health and Welfare Plans on or before the Distribution Effective Time shall be retained by Ironwood. Any Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of Cyclerion Employees or their covered dependents under the Ironwood Health and Welfare Plans following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under an insurance policy maintained with respect to an Ironwood Health and Welfare Plan regardless of when the Liability arises, and such Liability is not covered under an insurance policy maintained with respect to a Cyclerion Health and Welfare Plan, such Liability shall be retained by Ironwood to the extent of such coverage; and provided further, however, that to the extent that Ironwood receives prior to the Distribution Effective Time an invoice from a service provider billing Ironwood for a service or product relating to health or welfare coverage for Cyclerion Employees or their covered dependents following the Distribution Effective Time, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. For purposes of this Agreement, a claim shall be incurred upon the date upon which service or product giving rise to the Liability was provided. Any payments, repayments, reimbursements or credits consisting of, or representing, dividends, demutualizations, premium refunds, rebates, subrogation or similar reimbursements, overpayments, class action recoveries, or like payments under, or relating to, any Ironwood Health or Welfare Plan whenever occurring shall remain the property solely of Ironwood and neither Cyclerion, any Cyclerion Group member nor any Cyclerion Participant shall have any interest in or right to such Ironwood property.
Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of OpCo Participants or their covered dependents under the Pinnacle Health and Welfare Plans or the OpCo Health and Welfare Plans on, before or after the Time of Distribution shall be assumed or retained, as applicable, by OpCo upon the Time of Distribution.
Allocation of Health and Welfare Plan Liabilities. (a) Except as set forth in Section 4.2(b), Dover shall retain and be solely responsible for all outstanding Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by Xxxxxxx Participants under the Dover Health and Welfare Plans on or before the Plan Separation Date.
(b) Xxxxxxx shall assume and be solely responsible for any outstanding Liabilities relating to, arising out of, or resulting from short-term disability coverage for Xxxxxxx Participants under the Dover Health and Welfare Plans on or before the Plan Separation Date.
Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, or resulting from health and welfare claims incurred by or on behalf of SpinCo Group Employees or their covered dependents under the Ventas Welfare Plans on or before the Distribution Date, or, in the case of claims under the Ventas Welfare Plans for medical, dental, life insurance, accidental death & dismemberment, employee assistance, and short-term and long-term disability benefits, on or before the conclusion of the Welfare Plan Transition Period, including, in all cases, claims incurred but not reported, shall (subject to the provisions of Article II of the Transition Services Agreement) be retained by Ventas.
Allocation of Health and Welfare Plan Liabilities. Effective as of the Distribution Effective Time, all Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred prior to, on or after the Distribution Effective Time by each Baudax Participant under the Recro H&W Plans shall cease to be Liabilities of the Recro Group and shall be assumed by the Baudax Group and deemed to be Baudax Liabilities. Without limiting the generality of the foregoing, any and all costs, expenses or Liabilities relating to participation by Baudax Participants in the Recro H&W Plans during the Benefits Transition Period shall be reimbursed by Baudax to the Recro Group in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, (a) all Liabilities arising under (i) any Recro H&W Plan with respect to Baudax Participants or (ii) any Baudax H&W Plan and (b) all Liabilities arising out of, relating to or resulting from the cessation of a Baudax Participant’s participation in any Recro H&W Plan and transfer to a Baudax H&W Plan as set forth herein (including any Actions or claims by any Baudax Participants related thereto) shall, in each case, be Baudax Liabilities.
Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, or resulting from health and welfare claims incurred by or on behalf of Newco Employees or their covered dependents under the Designated Vornado Welfare Plans on or before the Effective Time, including claims incurred but not reported, shall be retained by Vornado or the applicable member of the Vornado Group. Without limitation of any obligations of the JBG Parties under the Transition Services Agreement with respect to benefits or coverage made available to Newco Group Employees under the Designated Vornado Welfare Plans, the JBG Parties shall pay or reimburse, as applicable, the Vornado Parties for any amounts expended by the Vornado Parties on behalf of Newco Group Employees (or their dependents) arising out of their participation in and coverage under the Designated Vornado Welfare Plans from and after the Effective Time and ending on December 31, 2017 (including, without limitation, contributions or funding on behalf of Newco Group Employees for deductibles, health savings account contributions and health reimbursement contributions). The Parties acknowledge and agree that all of the Designated Vornado Welfare Plans (except the Vornado Realty Trust Flexible Benefits and Health Reimbursement Plan) are fully insured plans.
Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of Bioverativ Employees or their covered dependents under the Biogen Health and Welfare Plans on or before the Distribution Effective Time shall be assumed by Bioverativ upon the Distribution Effective Time; provided, however, that to the extent that (1) such a Liability is covered under an insurance policy maintained with respect to a Biogen Health and Welfare Plan (which, for the avoidance of doubt, consists only of a stop-loss policy) or (2) Biogen has received prior to the Distribution Effective Time an invoice from the service provider billing Biogen for the service or product, Bioverativ shall not in either case assume such Liability. For purposes of this Agreement, a claim shall be incurred upon the date upon which service or product giving rise to the Liability was provided. Any payments, repayments, reimbursements or credits consisting of, or representing, dividends, demutualizations, premium refunds, rebates, subrogation or similar reimbursements, overpayments, class action recoveries, or like payments under, or relating to, any Biogen Health or Welfare Plan whenever occurring shall remain the property solely of Biogen and neither Bioverativ, any Bioverativ Group member nor any Bioverativ Participant shall have any interest in or right to such Biogen property.
Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of CareTrust Employees or their covered dependents under the Ensign Health and Welfare Plans on or before the Effective Time shall be assumed by CareTrust upon the Effective Time.
Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of SpinCo Participants under the Citrix Health and Welfare Plans on or before date of the Distribution Effective Time shall be retained by Citrix.
Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, or resulting from health and welfare claims incurred by or on behalf of Newco Employees or their covered dependents under the Vornado Welfare Plans on or before the Effective Time, including claims incurred but not reported, shall be retained by Vornado or the applicable member of the Vornado Group.
