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

Assumption of Health and Welfare Plan Liabilities. Subject ‎Section 6.03, effective as of the Separation 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 Separation Effective Time by each Lithium Participant under the Parent H&W Plans shall cease to be Liabilities of the Parent Group and shall be assumed by the Lithium Group and deemed to be Lithium Assumed Employee Liabilities. Without limiting the generality of the foregoing, subject to ‎Section 6.03, any and all costs, expenses or Liabilities relating to participation by Lithium Participants in the Parent H&W Plans during the Benefits Transition Period shall be reimbursed by the Company to the Parent Group in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, subject to ‎Section 6.03, (a) all Liabilities arising under (i) any Parent H&W Plan (other than a Parent Retiree H&W Plan) with respect to Lithium Participants or (ii) any Lithium H&W Plan and (b) all Liabilities arising out of, relating to or resulting from the cessation of a Lithium Participant’s participation in any Parent H&W Plan (other than a Parent Retiree H&W Plan) and transfer to a Lithium H&W Plan as set forth herein (including any Actions or claims by any Lithium Participants related thereto) shall, in each case, be Lithium Assumed Employee Liabilities.

Assumption of Health and Welfare Plan Liabilities. Subject ‎Section Except as otherwise expressly provided in this Agreement and subject to Section 6.03, effective as of the Separation Effective Time, (a) all Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred prior to, on or after to the Separation Effective Time by each Lithium SpinCo Participant under the Parent H&W Plans shall cease to be remain Liabilities of the Parent Group and shall be deemed to be Parent Retained Employee Liabilities, (b) all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred prior to the Separation Time by each SpinCo Participant under the SpinCo H&W Plans shall be assumed by the Lithium SpinCo Group, and no portion of the Liability shall be treated as a Parent Retained Employee Liability and (c) all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred on or after the Separation Time by each SpinCo Participant (whether under Parent H&W Plans or SpinCo H&W Plans) shall be retained or assumed (as applicable) by the SpinCo Group, and no portion of the Liability shall be treated as a Parent Retained Employee Liability; provided that, notwithstanding anything to the contrary herein, all Liabilities relating to, arising out of or resulting from short-term disability benefit claims by any SpinCo Participants incurred (x) on or before December 31, 2021 under any Parent H&W Plans or SpinCo H&W Plans (if applicable) shall be retained by the Parent Group (and deemed to constitute Parent Retained Employee Liabilities) and (y) following December 31, 2021 under any Parent H&W Plans or SpinCo H&W Plans shall be Lithium assumed by the SpinCo Group (and constitute SpinCo Assumed Employee Liabilities). Without limiting the generality of the foregoing, subject to ‎Section Section 6.03, any and all costs, expenses or Liabilities relating to participation by Lithium SpinCo Participants in the Parent H&W Plans during the Benefits Transition Period shall constitute SpinCo Assumed Employee Liabilities and shall be reimbursed by the Company to the Parent Group Group, including, if applicable, in accordance with the terms of the Transition Services Agreement. For the avoidance purposes of doubtthis Section 6.02, subject to ‎Section 6.03, (a) all Liabilities arising under (i) a medical, dental or vision benefit claim shall be “incurred” when the relevant service is provided or item purchased, (ii) a short-term disability benefit claim shall be “incurred” when the circumstance or event giving rise to such short-term disability benefit claim first occurs and (iii) other benefit claims shall be “incurred” when any relevant benefit or payment is required to be provided or paid to the SpinCo Participant, regardless of the time of the circumstance or event giving rise to such claims. Notwithstanding anything to the contrary herein, all Liabilities relating to long-term disability benefits received by Former SpinCo Employees under a Parent H&W Plan (other than a will remain Parent Retiree H&W Plan) with respect to Lithium Participants or (ii) any Lithium H&W Plan and (b) all Liabilities arising out of, relating to or resulting from the cessation of a Lithium Participant’s participation in any Parent H&W Plan (other than a Parent Retiree H&W Plan) and transfer to a Lithium H&W Plan as set forth herein (including any Actions or claims by any Lithium Participants related thereto) shall, in each case, be Lithium Assumed Retained Employee Liabilities, regardless of when incurred.

Assumption of Health and Welfare Plan Liabilities. Subject ‎Section Section 6.03, effective as of the Separation 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 Separation Effective Time by each Lithium Participant under the Parent H&W Plans shall cease to be Liabilities of the Parent Group and shall be assumed by the Lithium Group and deemed to be Lithium Assumed Employee Liabilities. Without limiting the generality of the foregoing, subject to ‎Section Section 6.03, any and all costs, expenses or Liabilities relating to participation by Lithium Participants in the Parent H&W Plans during the Benefits Transition Period shall be reimbursed by the Company to the Parent Group in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, subject to ‎Section Section 6.03, (a) all Liabilities arising under (i) any Parent H&W Plan (other than a Parent Retiree H&W Plan) with respect to Lithium Participants or (ii) any Lithium H&W Plan and (b) all Liabilities arising out of, relating to or resulting from the cessation of a Lithium Participant’s participation in any Parent H&W Plan (other than a Parent Retiree H&W Plan) and transfer to a Lithium H&W Plan as set forth herein (including any Actions or claims by any Lithium Participants related thereto) shall, in each case, be Lithium Assumed Employee Liabilities.

Assumption of Health and Welfare Plan Liabilities. Subject ‎Section 6.03, effective as of the Separation 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 Separation Effective Time by each Lithium Participant under the Parent H&W Plans shall cease to be Liabilities of the Parent Group and shall be assumed by the Lithium Group and deemed to be Lithium Assumed Employee Liabilities. Without limiting the generality of the foregoing, subject to ‎Section 6.03, any and all costs, expenses or Liabilities relating to participation by Lithium Participants in the Parent H&W Plans during the Benefits Transition Period shall be reimbursed by the Company to the Parent Group in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, subject to ‎Section 6.03, (a) all Liabilities arising under (i) any Parent H&W Plan (other than a Parent Retiree H&W Plan) with respect to Lithium Participants or (iii) any Lithium H&W Plan and (ba) all Liabilities arising out of, relating to or resulting from the cessation of a Lithium Participant’s participation in any Parent H&W Plan (other than a Parent Retiree H&W Plan) and transfer to a Lithium H&W Plan as set forth herein (including any Actions or claims by any Lithium Participants related thereto) shall, in each case, be Lithium Assumed Employee Liabilities.

Assumption of Health and Welfare Plan Liabilities. Subject ‎Section Section 6.03, effective as of the Separation 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 Separation Effective Time by each Lithium Participant under the Parent H&W Plans shall cease to be Liabilities of the Parent Group and shall be assumed by the Lithium Group and deemed to be Lithium Assumed Employee Liabilities. Without limiting the generality of the foregoing, subject to ‎Section Section 6.03, any and all costs, expenses or Liabilities relating to participation by Lithium Participants in the Parent H&W Plans during the Benefits Transition Period shall be reimbursed by the Company to the Parent Group in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, subject to ‎Section Section 6.03, (a) all Liabilities arising under (i) any Parent H&W Plan (other than a Parent Retiree H&W Plan) with respect to Lithium Participants or (ii) any Lithium H&W Plan and (b) all Liabilities arising out of, relating to or resulting from the cessation of a Lithium Participant’s participation in any Parent H&W Plan (other than a Parent Retiree H&W Plan) and transfer to a Lithium H&W Plan as set forth herein (including any Actions or claims by any Lithium Participants related thereto) shall, in each case, be Lithium Assumed Employee Liabilities.. 18 #90914078v33