Benefit Plan Liabilities. At no time prior to the Effective Time will the Entities have maintained any Benefit Plans. At the Effective Time, the Entities shall have no liability with respect to any Benefit Plans.
Benefit Plan Liabilities. Contributing Party has delivered or made available to Company a complete listing of all employees engaged in the Business (or related plan participants) currently receiving insurance continuation or conversion benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") or state law. Contributing Party shall continue all such insurance continuation benefits as required under applicable law, and shall additionally provide insurance continuation benefits to those employees (or related plan participants) who are terminated by Contributing Party at or prior to the Closing and who are not hired by Company, all to the extent and for the duration required by applicable federal and state law. All Benefit Plan liabilities of every kind and nature for all periods prior to the Closing or incurred as a result of the transaction contemplated by this Agreement are the express responsibility of Contributing Party without limitation or qualification.
Benefit Plan Liabilities. All WIN Plan liabilities and obligations accrued by WIN with respect to Continuing Division Employees prior to the Closing shall be the liability of and paid by WIN, and WIN shall assume, retain and be solely responsible for all other obligations and liabilities relating to or at any time arising under or in connection with any WIN Plan or any other “employee benefit plan” (as defined in section 3(3) of ERISA) or other benefit plan, program or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by WIN, Holdings, the Division Subsidiaries, or any ERISA Affiliate, or with respect to which WIN, Holdings, any Division Subsidiary or any ERISA Affiliate has any current or potential liability or obligation.
Benefit Plan Liabilities. At no time prior to the Closing Date will either Entity have maintained any Benefit Plans and neither Entity has any liability with respect to any Benefit Plans.
Benefit Plan Liabilities. Except as expressly provided in this Agreement, the Parent Companies shall retain as an Excluded Liability all liabilities and obligations under any Employee Plan and Benefit Arrangement that is not, after the Distribution Effective Time, sponsored or maintained by a Spinco Company. The Parent Companies shall (i) retain all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) (other than severance benefit plans) maintained by an entity other than a Spinco Company for the benefit of Spinco Business Employees, Former Spinco Business Employees and their respective dependents and other beneficiaries under each such plan or similar arrangement to the extent that such liabilities or obligations relate to claims which have been incurred on or prior to the Distribution Date and (ii) not retain any liabilities or obligations with respect to Spinco Business Employees arising under any workers’ compensation laws to the extent such liabilities or obligations relate to accidents or occupational diseases that occurred on or before the Distribution Date. The Spinco Companies hereby assume as Assumed Liabilities all of the liabilities and obligations of the Parent Companies arising under each such group life, accident, medical, dental or disability plan or similar arrangement (whether or not insured) (including severance benefits plans), with respect to each Spinco Business Employee and Former Spinco Business Employee (and any dependent or beneficiary of a Spinco Business Employee or Former Spinco Business Employee) to the extent that such liabilities and obligations relate to claims which have not been incurred on or prior to the Distribution Date. The Spinco Companies also assume as Assumed Liabilities all liabilities and obligations of the Parent Companies, with respect to each Spinco Business Employee and Former Spinco Business Employee, arising under any workers’ compensation laws relating to accidents or occupational diseases that occurred on, before or after the Distribution Date. Notwithstanding the foregoing, the Spinco Companies hereby assume as Assumed Liabilities all liabilities and obligations, whenever incurred, under any employee benefit or compensation plan, program, policy or arrangement that is sponsored or maintained by a Spinco Company. For the avoidance of doubt, in connection with the Contemplated Transactions, the Parent Companies shall not transfer to ...
Benefit Plan Liabilities. At no time prior to the Effective Time will GSRLLC or GSRI have maintained any Benefit Plans. At the Effective Time, GSRLLC and GSRI shall have no liability with respect to any Benefit Plans.
Benefit Plan Liabilities. The Parent and its ERISA Affiliates will retain all liabilities and responsibilities with respect to any employee benefit plans maintained by them for all benefits accrued under such plans and any and all claims with respect to such plans, including, without limitation, the obligation to provide continuation coverage under section 4980B of the Code with respect to any employee or qualified beneficiary who has incurred a qualifying event under any group medical plan maintained by the Parent or any ERISA Affiliate on or before the last day of the Transition Period described in Section 10.10(f) below. Without limiting the generality of the foregoing, the Parent and its ERISA Affiliates will retain liability for all life insurance, accidental death and dismemberment or medical claims incurred prior to the Closing Date by the Company's employees or their dependents or beneficiaries, including the Transferred Employees, without regard to whether such claims are submitted before or after the Closing Date. For these purposes, a claim will be deemed incurred:
(i) on the date of the occurrence of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment plans;
(ii) on the date on which the accident or illness giving rise to the claim occurs, or, if such date cannot be determined, on the date on which the service or treatment is provided (notwithstanding the foregoing, in the case of an ongoing course of treatment, the claim shall be deemed incurred on the date that medical treatment giving rise to the claim is first rendered), in the case of claims under medical, hospital, dental and similar plans; or
(iii) on the date following a Transferred Employee's last day worked on which a physician legally licensed to practice medicine certifies to total disability under the applicable disability plan.
Benefit Plan Liabilities. Except as otherwise specifically provided in this Agreement and the Distribution Agreement, as of the Effective Time, with respect to any Benefit Plan Liability or obligation to, or in respect of, the Era Employees, whether arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) prior to, upon, or following the Effective Time, Era shall retain or assume and be solely responsible for all such Liabilities and obligations whatsoever with respect to such Era Employees.
Benefit Plan Liabilities. At the Effective Time, BUYER shall have no liability with respect to any Benefit Plans except for liabilities, if any, encumbering the Assets arising from DEFS' or a Selling Subsidiary's status prior to the Closing as an ERISA Affiliate of Duke Energy Corporation, which liabilities are included as Retained Liabilities.
Benefit Plan Liabilities. Except to the extent specifically provided in Sections 6.2(d) and 6.2(f) hereof, Seller shall assume, retain and be solely responsible for all obligations and liabilities (i) relating to or at any time arising under or in connection with any [Washington DC #361873 v9] 56 Benefit Plan or any other "employee benefit plan" (as defined in Section 3(3) of ERISA) or other benefit plan, program, agreement or arrangement of any kind at any time maintained, sponsored or contributed or required to be contributed to by Seller, the Company, any of the Division Entities, or any ERISA Affiliate, or with respect to which Seller, the Company, any Division Entity, or any ERISA Affiliate has or could have any liability or obligation (including, without limitation, any equity or equity-based awards and any retention bonuses earned or payable pursuant to Article V of the HealthSouth Corporation Transitional Severance Plan (Executive Employees) and any liabilities under the HealthSouth Corporation Employee Stock Benefit Plan), and (ii) pertaining to the employment or service by, or termination from employment or service with, Seller, the Company, any Division Entity, or any ERISA Affiliate, of any Person prior to Closing. Seller hereby agrees that any current or former employee of the Business who (i) as of the Closing Date is receiving or entitled to receive short-term disability benefits and who subsequently becomes eligible to receive long-term disability benefits, or (ii) as of the Closing Date is receiving or entitled to receive long-term disability benefits, shall become eligible or continue to be eligible, as applicable, to receive long-term disability benefits under Seller's long-term disability plan unless and until such individual is no longer disabled. For purposes of clarification, Seller shall retain the responsibility for payment of all covered medical and dental claims with respect to all Division Offerees (or any covered dependent of any such Division Offeree) under the terms of any Benefit Plan or other welfare plan of Seller to the extent such claims were incurred on or prior to the Closing Date and Buyer shall not assume nor shall Buyer, the Company or any Division Subsidiary be responsible for payment of such claims or expenses.
