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. (b) Except as otherwise required under applicable Law, TWX shall be responsible in accordance with the applicable TWX Welfare Plans in effect prior to the Transfer Time for all claims incurred under such plans prior to the Transfer Time by Transferred Employees and their covered dependents and beneficiaries. Except as otherwise required under applicable Law, TWCable shall be responsible in accordance with the applicable TWCable Welfare Plans for all claims incurred from and after the Transfer Time by Transferred Employees and their covered dependents and beneficiaries. Except as otherwise provided under applicable Law, for purposes of this Section 9.04(b), a claim shall be deemed to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (ii) life, disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness or accident giving rise to such benefits.

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. (bii) Except as otherwise required under applicable LawLaw and notwithstanding any other provision of this Agreement to the contrary, TWX Parent shall be responsible in accordance with the applicable TWX Welfare Plans in effect prior to the Transfer Time for all reimbursement claims incurred (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) incurred, in each case by a Transferred Employee (or, if applicable, such Transferred Employee’s eligible dependents) under such plans prior to such Transferred Employee’s Transfer Time, except that NewCo and its Subsidiaries shall be responsible for such claims to the Transfer Time extent (A) such claims are insured under an insurance policy in respect of which NewCo or one of its Subsidiaries becomes the beneficiary and for which the premium has been paid by Transferred Employees Parent and their covered dependents and beneficiariesits Subsidiaries up to the amount of received by NewCo or any of its Subsidiaries under such insurance policy or (B) such claims relate to an Assumed Benefit Plan (without regard to the limitation imposed under clause (A)). Except as otherwise required under applicable Law, TWCable NewCo and its Subsidiaries shall be responsible in accordance with the applicable TWCable NewCo Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) incurred by a Transferred Employee (or, if applicable, such Transferred Employee’s eligible dependents), from and after the such Transferred Employee’s Transfer Time by Transferred Employees and their covered dependents and beneficiariesTime. Except as otherwise provided under applicable Law, for purposes of this Section 9.04(b5.01(g)(ii), a claim shall be deemed to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iix) life, disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, accident or illness or accident giving rise to such benefitsbenefits and (y) health, dental, vision and prescription drug benefits (including in respect of any hospital confinement), upon provision of the related services, materials or supplies. (iii) Except as otherwise required under applicable Law with respect to a Transferred Subsidiary, (A) Parent and the Retained Subsidiaries shall be responsible for all claims for workers’ compensation benefits that are incurred prior to the applicable Transfer Time by Transferred Employees that are payable under the terms and conditions of Parent’s workers’ compensation programs and (B) NewCo and its Subsidiaries shall be responsible for all claims for workers’ compensation benefits that are incurred from and after the applicable Transfer Time by Transferred Employees. A claim for workers’ compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs (a “Workers’ Compensation Event”). If a Workers’ Compensation Event occurs over a period both preceding and following the applicable Transfer Time, the claim shall be the joint responsibility and liability of Parent and NewCo and shall be equitably apportioned between Parent and NewCo based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the applicable Transfer Time. From and after the Closing, NewCo and its Subsidiaries shall be liable for workers’ compensation claims payable with respect to Covered Employees of Avon Canada who are employed by Transferred Subsidiary, whether incurred before, on or after the Closing.

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. (bii) Except as otherwise required under applicable LawLaw and notwithstanding any other provision of this Agreement to the contrary, TWX Seller shall be responsible responsible, in accordance with the its applicable TWX Welfare Plans welfare plans in effect prior to the Transfer Time applicable Closing Date, for all reimbursement claims incurred (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) incurred, by a Transferred Employee (or, if applicable, such Transferred Employee’s eligible dependents) under such plans prior to such Transferred Employee’s Transfer Time, except that Purchaser shall be responsible for such claims to the Transfer Time extent (A) such claims are insured under an insurance policy in respect of which Purchaser or one of its Affiliates becomes the beneficiary and for which the premium has been paid by Transferred Employees Seller and their covered dependents and beneficiariesits Affiliates or (B) such claims relate to an Assumed Benefit Plan. Except as otherwise required under applicable Law, TWCable Purchaser shall be responsible in accordance with the applicable TWCable Purchaser Welfare Plans for all reimbursement claims (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) incurred by a Transferred Employee (or, if applicable, such Transferred Employee’s eligible dependents), from and after the such Transferred Employee’s Transfer Time by Transferred Employees and their covered dependents and beneficiariesTime. Except as otherwise provided under applicable Law, for purposes of this Section 9.04(b12.01(g)(ii), a claim shall be deemed to be incurred as follows: (i1) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, accident or illness giving rise to such benefits and (2) health, dental, vision, employee assistance program dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such the related services, materials or supplies. (iii) Seller and its Affiliates shall be responsible for all claims for workers’ compensation benefits that are incurred prior to the applicable Closing Date by Transferred Employees that are payable under the terms and conditions of Seller’s workers’ compensation programs (“Workers Comp Claims”), except that Purchaser and its Affiliates shall be responsible for Workers Comp Claims to the extent such claims (iior a reserve related thereto) lifeare reflected on the relevant Closing Statement as a Closing Workers Comp Accrual, disabilityregardless of whether the actual amount of such claims is greater or less than the value of the reserve related thereto that is reflected on the relevant Closing Statement as a Closing Workers Comp Accrual. Purchaser and its Affiliates shall be responsible for all claims for workers’ compensation benefits that are incurred from and after the applicable Closing Date by Transferred Employees, accidental death and dismemberment and business travel accident insurance benefits, upon including with respect to claims by Transferred Employees who became eligible for workers’ compensation benefits prior to the death, illness or accident applicable Closing Date. A claim for workers’ compensation benefits shall be deemed to be incurred when the event giving rise to such benefitsthe claim occurs (a “Workers’ Compensation Event”). Subject to the first sentence of this Section 12.01(g)(iii), if a Workers’ Compensation Event occurs over a period both preceding and following the applicable Closing Date, the claim shall be the joint responsibility and liability of Seller and Purchaser and shall be equitably apportioned between Seller and Purchaser based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the applicable Closing Date.

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. (bii) Except as otherwise required under Applicable Law and notwithstanding any other provision of this Agreement to the contrary, Parent and the Other Parent Affiliates shall be responsible in accordance with their respective applicable welfare plans in effect prior to the Closing for all reimbursement claims (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) incurred, under such plans prior to the Closing by Business Employees and their dependents and beneficiaries, except that Purchaser shall be responsible for such claims to the extent such claims (A) are reflected on the Statement or the Financial Statements, (B) are insured under an insurance policy in respect of which Purchaser or one of its affiliates becomes the beneficiary and for which the premium has been paid by Parent or the Other Parent Affiliates or (C) relate to an Assumed Benefit Plan. Except as otherwise required under Applicable Law, TWX Purchaser shall be responsible in accordance with the applicable TWX Welfare Plans in effect prior to the Transfer Time for all claims incurred under such plans prior to the Transfer Time by Transferred Employees and their covered dependents and beneficiaries. Except as otherwise required under applicable Law, TWCable shall be responsible in accordance with the applicable TWCable Purchaser Welfare Plans for all reimbursement claims incurred (such as medical and dental claims) for expenses incurred, and for all non-reimbursement claims (such as life insurance claims) incurred, from and after the Transfer Time Closing by Transferred Business Employees and their covered dependents and beneficiaries. Except as otherwise provided under applicable Applicable Law, for purposes of this Section 9.04(b6.01(g)(ii), a claim shall be deemed to be incurred as follows: be (i1) life, accidental death and dismemberment, long-term disability and business travel accident insurance benefits, upon the death, accident or illness giving rise to such benefits and (2) health, dental, vision, employee assistance program and dental and/or prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (ii) life, disability, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness or accident giving rise to such benefits.