Common use of Allocation of Health and Welfare Plan Liabilities Clause in Contracts

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 Cyclerion 2seventy Employees or their covered dependents under the Ironwood bluebird Health and Welfare Plans on or before the Distribution Effective Time shall be retained by Ironwoodbluebird. Any Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of Cyclerion 2seventy Employees or their covered dependents under the Ironwood bluebird Health and Welfare Plans following the Distribution Effective Time shall be assumed by Cyclerion2seventy; provided, however, that to the extent such a Liability is covered under an insurance policy maintained with respect to an Ironwood a bluebird 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 2seventy Health and Welfare Plan, such Liability shall be retained by Ironwood bluebird to the extent of such coverage; and provided further, however, that to the extent that Ironwood bluebird receives prior to the Distribution Effective Time an invoice from a service provider billing Ironwood bluebird for a service or product relating to health or welfare coverage for Cyclerion 2seventy Employees or their covered dependents following the Distribution Effective Time, Ironwood bluebird shall be responsible for paying such invoice and Cyclerion 2seventy shall reimburse Ironwood bluebird for any amount paid by Ironwoodbluebird. For the avoidance of doubt, the working rates will be used for reimbursement for the self-insured dental. 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 bluebird Health or Welfare Plan whenever occurring shall remain the property solely of Ironwood bluebird and neither Cyclerion2seventy, any Cyclerion 2seventy Group member nor any Cyclerion 2seventy Participant shall have any interest in or right to such Ironwood bluebird property.

Allocation of Health and Welfare Plan Liabilities. All outstanding Liabilities relating to, arising out of, of or resulting from health and welfare coverage or claims incurred by or on behalf of Cyclerion Mural Employees or their covered dependents under the Ironwood Alkermes Health and Welfare Plans on or before the Distribution Effective Time shall be retained by Ironwoodthe Alkermes Group. Any Liabilities relating to, arising out of, of or resulting from health and welfare coverage or claims incurred by or on behalf of Cyclerion Mural Employees or their covered dependents under the Ironwood Alkermes Health and Welfare Plans following the Distribution Effective Time shall be assumed by Cycleriona member of the Mural Group; provided, however, that to the extent such a Liability is covered under an insurance policy maintained with respect to an Ironwood Alkermes 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 Mural Health and Welfare Plan, such Liability shall be retained by Ironwood the Alkermes Group to the extent of such coverage; and provided further, however, that to the extent that Ironwood the Alkermes Group receives prior to the Distribution Effective Time an invoice from a service provider billing Ironwood the Alkermes Group for a service or product relating to health or welfare coverage for Cyclerion Mural Employees or their covered dependents following the Distribution Effective Time, Ironwood the Alkermes Group shall be responsible for paying such invoice and Cyclerion a member of the Mural Group shall reimburse Ironwood the Alkermes Group for any amount paid by Ironwoodthe Alkermes Group. For the avoidance of doubt, the working rates will be used for reimbursement for the self-insured dental. 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, recoveries or like payments under, or relating to, any Ironwood Alkermes Health or Welfare Plan whenever occurring shall remain the property solely of Ironwood Alkermes and neither CyclerionMural, any Cyclerion Mural Group member nor any Cyclerion Mural Participant shall have any interest in or right to such Ironwood Alkermes property.

Allocation of Health and Welfare Plan Liabilities. All outstanding (a) Without limiting the obligations of WABCO under the Transition Services Agreement, all Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred by or on behalf of Cyclerion Employees WABCO Employees, ASD Transferees, or their covered dependents (other than Liabilities relating to health and welfare coverage or claims incurred under the Ironwood WABCO Health and Welfare Plans, if such WABCO Employees or ASD Transferees participate in the WABCO Health and Welfare Plans on or before the Distribution Effective Time Benefits Transition Date) under the ASD Health and Welfare Plans on or before the Benefits Transition Date shall be retained by Ironwood. Any remain Liabilities of ASD, and all Liabilities relating to, arising out of, or resulting from to health and welfare coverage or claims incurred by or on behalf of Cyclerion Employees WABCO Employees, ASD Transferees, or their covered dependents after the Benefits Transition Date shall be Liabilities of WABCO under the Ironwood corresponding WABCO Health and Welfare Plans. A claim or Liability (i) for medical and dental benefits shall be deemed to be incurred upon the rendering of health services giving rise to the obligation to pay such benefits; (ii) for life insurance and accidental death and dismemberment insurance benefits shall be deemed to be incurred upon the occurrence of the event giving rise to the entitlement to such benefits; and (iii) for disability benefits shall be deemed to be incurred on the date an individual is deemed to be disabled, as defined under the applicable plan. (b) Without limiting the obligations of WABCO under the Transition Services Agreement, ASD shall be responsible for all Liabilities under the applicable ASD Health and Welfare Plans following that relate to, arise out of, or result from any hospitalization of a WABCO Employee, former employee, ASD Transferee or his or her covered dependent which begins on or before the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such Benefits Transition Date under a Liability is covered under an insurance policy maintained with respect to an Ironwood ASD Health and Welfare Plan regardless of when and continues after the Liability arises, Benefits Transition Date until such hospitalization or treatment for such condition is concluded or coverage is discontinued subject to applicable plan rules 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 propertylimitations.