Benefit Plan Claims Sample Clauses

Benefit Plan Claims. Subject to Section 5.7(d)(vi), Buyer shall assume, or shall cause the Companies and the Subsidiaries to assume or retain, responsibility for the payment of all covered claims or expenses actually incurred under a Health and Welfare Benefit Plan, whether prior to the Closing Date or on account of a continuous period of hospitalization or other course of treatment which commences prior to the Closing Date and ends on or after the Closing Date, by or on behalf of any Active Employee enrolled in such benefit plan (or the covered spouse or dependent of any such individual); it being understood that Buyer’s responsibility for the payment of such covered claims or expenses shall be deemed met to the extent that the cost of such coverage was allocated to any Company or Subsidiary (e.g., via a deemed premium). Parent shall assume or retain, or shall cause its Affiliates (other than the Companies and the Subsidiaries) to assume or retain, responsibility for the payment of all covered claims or expenses actually incurred under a Health and Welfare Benefit Plan, whether prior to the Closing Date or on account of a continuous period of hospitalization or other course of treatment which commences prior to the Closing Date and ends on or after the Closing Date, by or on behalf of any individual other than an Active Employee enrolled in such benefit plan (or the covered spouse or dependent of any such individual). For the avoidance of doubt, this Section 5.7(d)(ii) does not apply to any Company Benefit Plan which is a pension plan or arrangement.

Benefit Plan Claims. The Covered Employees and their spouses and dependents shall be covered under Seller’s employee welfare benefit plans (“Seller Welfare Plans”) in effect prior to the Closing for all claims incurred, under such plans prior to 11:59 p.m. on the date prior to the Closing Date to the extent provided in the applicable Seller Welfare Plan. Seller shall terminate coverage of Transferred Employees and their dependents under the Seller Welfare Plans effective for claims incurred after 11:59 p.m. on the date prior to the Closing Date. The Transferred Employees shall be covered under employee welfare benefit plans established and maintained by Buyer (“Buyer Welfare Plans”) in effect following 11:59 p.m. on the date prior to the Closing Date for all claims incurred by Transferred Employees and their spouses and dependents under such plans after 11:59 p.m. on the date prior to the Closing Date to the extent provided in the applicable Buyer Welfare Plan. For purposes of this Section 9.3, a claim shall be deemed to be incurred as follows: (a) life, accidental death and dismemberment, and disability insurance benefits, upon the death, accident or other event giving rise to such benefits, and (b) health, dental or prescription drug benefits (including in respect of any hospital confinement), upon provision of the applicable services, materials or supplies.

Benefit Plan Claims. Sellers shall retain responsibility for and continue to pay, to the extent covered by Neoforma Plans, all medical, life insurance, disability and other welfare and government-mandated plan expenses and benefits for each Selected Auction Employee who becomes an employee of NEWCO as of the Closing Date with respect to claims incurred by such employees or their covered dependents on or prior to the Closing Date. Expenses and benefits with respect to claims incurred by such employees or their covered dependents after the Closing Date under, and to the extent covered by, NEWCO's employee benefit plans, programs, policies and arrangements, and government-mandated plans shall be the responsibility of NEWCO. Sellers shall make all required payments (the "Continuing Payments") to continue the Neoforma Plans through the last day of the calendar month in which the Closing takes place (the "closing month"). NEWCO shall reimburse Neoforma for that portion of the Continuing Payments attributable to the time during the closing month subsequent to GAR's employees employed by NEWCO commence participation in the employee benefit plans, programs, policies and arrangements maintained or contributed to for their benefit by NEWCO or any of its affiliates. For purposes of this paragraph, a medical claim shall be deemed incurred when the services or supplies that are the subject of such claim are performed or provided. Sellers shall be responsible for all legally-mandated continuation of health care coverage (including, without limitation, as may be required by Section 4980B of the Code or sections 601-609 of ERISA) for all current and former employees of GAR and their respective ---------- CONFIDENTIAL TREATMENT REQUESTED: Certain portions of this document have been omitted pursuant to a request for confidential treatment and, where applicable, has been marked with an asterisk to denote where omissions have been made. The confidential material has been filed separately with the Commission.

Benefit Plan Claims. Infinisource does not insure or underwrite the Benefit Plan liability of Employer and is not financially responsible for the claims and/or expenses incident to the Benefit Plans. Infinisource has no duty or obligation to defend any legal action or proceeding brought to recover benefits under the Benefit Plans; however, Infinisource will provide to Employer and/or Employer’s legal counsel, upon request and subject to any limitations described in this Agreement, any documentation in Infinisource’s possession that may relate to such claim for benefits and/or expenses.

Benefit Plan Claims. Parent, Seller and their Affiliates shall be responsible for all claims incurred prior to the Effective Time in connection with any Seller Welfare Plan for Transferred Employees and their beneficiaries and dependents. All claims incurred at or after the Effective Time under a Seller Welfare Plan or a welfare benefit plan of Buyer or its Affiliates by Transferred Employees and their beneficiaries and dependents shall be the responsibility of Buyer or its Affiliates. For purposes of this Section 5.2(a), the following claims shall be deemed to be incurred as follows: life, disability, accidental death and dismemberment and business travel accident SL01DOCS\6494934 insurance benefits, upon the death, illness, injury or accident giving rise to such benefits; and health or medical, dental, vision care and/or prescription drug benefits, upon provision of such services, materials or supplies.

Benefit Plan Claims. Seller and its Affiliates shall be responsible for all claims incurred prior to the Base Effective Time (or, with respect to Transferred Employees of China CS, the China Effective Time) in connection with any Seller Welfare Plan for Transferred Employees and their beneficiaries and dependents. All claims incurred at or after the Base Effective Time (or, with respect to Transferred Employees relating to China CS, the China Effective Time) under a Seller Welfare Plan or a welfare benefit plan of Buyer or its Affiliates by Transferred Employees and their beneficiaries and dependents shall be the responsibility of Buyer or its Affiliates. For purposes of this Section 5.4(a), the following claims shall be deemed to be incurred as follows: life, disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits; and health or medical, dental, vision care and/or prescription drug benefits, upon provision of such services, materials or supplies.