Common use of Certain Welfare Benefit Plan Matters Clause in Contracts

Certain Welfare Benefit Plan Matters. (a) Without limiting the generality of Section 9.01(b), the Transferred Employees shall cease all participation in all TWX Benefit Plans that provide life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits (“TWX Welfare Plans”) effective as of the Transfer Time. TWCable shall, and shall cause its Affiliates to, (i) for a period of not less than two years following the Transfer Time, provide benefits to all Transferred Employees that are substantially comparable in the aggregate to those provided by TWCable and its Affiliates to similarly situated employees under the TWCable Benefit Plans that provide life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits (“TWCable Welfare Plans”), (ii) waive, or with respect to TWCable Welfare Plans insured through third-party insurance carriers, use commercially reasonable efforts to cause such insurance carriers to waive, all limitations as to preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to eligibility, participation and coverage requirements applicable to the Transferred Employees and their dependents under the TWCable Welfare Plans to the extent satisfied or waived under the applicable corresponding TWX Welfare Plan immediately prior to the Transfer Time and (iii) provide or, with respect to TWCable Welfare Plans insured through third-party insurance carriers, use commercially reasonable efforts to cause such insurance carriers to provide, each Transferred Employee and his or her eligible dependents with credit under the TWCable Welfare Plans for any co-payments, co-insurance and deductibles paid under corresponding TWX Welfare Plans prior to the Transfer Time in the plan year in which the Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any TWCable Welfare Plans in which the Transferred Employees participate following the Transfer Time.

Certain Welfare Benefit Plan Matters. (ai) Except as otherwise specifically provided in this Article V and without limiting the generality of Section 5.01(f), a Transferred Employee shall cease participation in the employee welfare benefit plans of Parent and its Subsidiaries that are not Assumed Benefit Plans effective as of the applicable Transfer Time. Without limiting the generality of Section 9.01(b5.01(b), no later than the Transferred Employees Closing Date, NewCo shall, or shall cease all participation cause its Subsidiaries to, have in all TWX Benefit Plans effect welfare benefit plans that provide at least life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits (“TWX Welfare Plans”) effective as of the Transfer Time. TWCable shall, and shall cause its Affiliates to, (i) for a period of not less than two years following the Transfer Time, provide benefits to all Transferred Employees that are substantially comparable in the aggregate to those provided by TWCable and its Affiliates to similarly situated employees under the TWCable Benefit Plans that provide life insurance, health care, dental vision care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe insurance and disability benefits (the “TWCable NewCo Welfare Plans”) for Transferred Employees (and their eligible dependents), (ii) waive, or with respect to TWCable Welfare Plans insured through third-party insurance carriers, . NewCo shall use commercially reasonable efforts effort to cause such (or cause NewCo’s third party insurance carriers to waive, providers to) (A) waive or deem satisfied all limitations as to preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to eligibility, participation and coverage requirements applicable to the Transferred Employees (and their dependents eligible dependents) under the TWCable NewCo Welfare Plans to the extent waived or satisfied or waived under the applicable corresponding TWX Welfare Plan Parent Benefit Plans immediately prior to the applicable Transfer Time and (iiiB) provide or, with respect to TWCable Welfare Plans insured through third-party insurance carriers, use commercially reasonable efforts to cause such insurance carriers to provide, each Transferred Employee and his or her eligible dependents with credit under the TWCable NewCo Welfare Plans for any co-payments, co-insurance payments and deductibles paid under corresponding TWX Welfare Parent Benefit Plans prior to the applicable Transfer Time in the plan calendar year in which the applicable Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any TWCable NewCo Welfare Plans in which the Transferred Employees participate following Employee participates. Notwithstanding anything in this Agreement to the Transfer Timecontrary, the parties hereby agree that any Covered Employee who (i) as of the Closing Date is receiving or entitled to receive short-term disability benefits under the applicable short-term disability plan of Parent and its Subsidiaries (“Parent STD Plan”) and who subsequently becomes eligible to receive long-term disability benefits under the applicable long-term disability plan of Parent and its Subsidiaries (“Parent LTD Plan”) or (ii) as of the Closing Date is receiving or entitled to receive long-term disability benefits under the Parent LTD Plan, shall become eligible or continue to be eligible, as applicable, to receive long-term disability benefits under the Parent LTD Plan unless and until such employee is no longer disabled.

Certain Welfare Benefit Plan Matters. (ai) Without limiting the generality of Section 9.01(b6.01(c), but subject to Section 6.01(a), the Transferred Business Employees shall cease all participation in all TWX any employee welfare benefit plans of Parent or the Other Parent Affiliates that are not Assumed Benefit Plans (“Parent Welfare Plans”) effective as of the Closing. No later than the Closing, Purchaser shall have in effect welfare benefit plans that provide an appropriate level of life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or disability and other group welfare or fringe benefits (“TWX Purchaser Welfare Plans”) for Business Employees who immediately prior to the Closing are participants in the comparable Parent Welfare Plans. Parent and the Other Parent Affiliates shall use their reasonable best efforts, if requested by Purchaser, to assist and enable Purchaser to establish “mirror” plans, effective as of the Transfer TimeClosing, that shall provide to those Business Employees who participate in Parent Welfare Plans immediately prior to the Closing coverage that is comparable to the coverage that was provided to them under the corresponding Parent Welfare Plans immediately prior to the Closing. TWCable Purchaser shall, and shall cause its Affiliates to, (i) for a period of not less than two years following the Transfer Time, provide benefits to all Transferred Employees that are substantially comparable in the aggregate to those provided by TWCable and its Affiliates to similarly situated employees under the TWCable Benefit Plans that provide life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits (“TWCable Welfare Plans”), (ii) waive, or with respect to TWCable Welfare Plans insured through third-party insurance carriersproviders to, use commercially reasonable efforts to cause such insurance carriers to waive, (A) waive all limitations as to preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to eligibility, participation and coverage requirements applicable to the Transferred Business Employees and their dependents under the TWCable Purchaser Welfare Plans to the extent satisfied or waived under the applicable corresponding TWX Welfare Parent Benefit Plan immediately prior to the Transfer Time Closing and (iiiB) provide or, with respect to TWCable Welfare Plans insured through third-party insurance carriers, use commercially reasonable efforts to cause such insurance carriers to provide, each Transferred Business Employee and his or her eligible dependents with credit under the TWCable Purchaser Welfare Plans for any co-payments, co-insurance payments and deductibles paid under corresponding TWX Welfare Parent Benefit Plans prior to the Transfer Time Closing in the plan calendar year in which the Transfer Time Closing Date occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any TWCable Purchaser Welfare Plans in which the Transferred Business Employees participate following the Transfer Timeparticipate.

Certain Welfare Benefit Plan Matters. (ai) Without limiting the generality of Section 9.01(b12.01(f), the Transferred Employees a Covered Employee shall cease all participation in all TWX the employee welfare benefit plans of Seller that are not Assumed Benefit Plans effective as of the applicable Transfer Time. Without limiting the generality of Section 12.01(b), no later than the applicable Closing Date, Purchaser shall, or shall cause its Affiliates to, have in effect welfare benefit plans that provide an appropriate level (as determined by Purchaser and sufficient to satisfy any applicable collective bargaining agreement assumed by Purchaser pursuant to this Agreement) of life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or disability and other group welfare or fringe benefits (the “TWX Purchaser Welfare Plans”) effective as of the Transfer Timefor Transferred Employees (and their eligible dependents). TWCable Purchaser shall, and shall cause its Affiliates third party insurance providers to, (iA) for a period of not less than two years following the Transfer Time, provide benefits to all Transferred Employees that are substantially comparable in the aggregate to those provided by TWCable and its Affiliates to similarly situated employees under the TWCable Benefit Plans that provide life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation waive or other group welfare or fringe benefits (“TWCable Welfare Plans”), (ii) waive, or with respect to TWCable Welfare Plans insured through third-party insurance carriers, use commercially reasonable efforts to cause such insurance carriers to waive, deem satisfied all limitations as to preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to eligibility, participation and coverage requirements applicable to the Transferred Employees (and their dependents eligible dependents) under the TWCable Purchaser Welfare Plans to the extent waived or satisfied or waived under the applicable corresponding TWX Welfare Plan Seller Benefit Plans immediately prior to the applicable Transfer Time and (iiiB) provide or, with respect to TWCable Welfare Plans insured through third-party insurance carriers, use commercially reasonable efforts to cause such insurance carriers to provide, each Transferred Employee and his or her eligible dependents with credit under the TWCable Purchaser Welfare Plans for any co-payments, co-insurance payments and deductibles paid under corresponding TWX Welfare Seller Benefit Plans prior to the applicable Transfer Time in the plan calendar year in which the applicable Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any TWCable Purchaser Welfare Plans in which the Transferred Employees participate following the Transfer TimeEmployee participates.