Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately following the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, have in effect Employee Benefit Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectively, “New Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shall, and shall cause the Parent Subsidiaries to, (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Employees and their dependents and beneficiaries under the New Welfare Plans to the extent waived under the applicable corresponding Employee Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Employee and his or her eligible dependents and beneficiaries with credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior to the Effective Time in the calendar year in which the Effective Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Welfare Plans in which such WRECO Employee participates.
(ii) Effective on or prior to the Distribution Date, WRECO shall, or shall cause the applicable WRECO Subsidiaries to, assume all Liabilities of Weyerhaeuser and the Weyerhaeuser Subsidiaries to WRECO Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and Accountability Act of 1996, Sections 601 et seq. and Sections 701 et seq. of ERISA, Section 4980B and Sections 9801 et seq. of the Code and applicable state or similar Law.
(iii) From and after the Distribution Date, Weyerhaeuser shall retain all Liabilities in accordance with the Weyerhaeuser Welfare Plans for payment of all medical, dental, vision, health, non-occupational short-term disability benefit and long-term disability benefit claims (collectively, “Welfare Benefit Claims”) incurred under such plans prior to the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and WRECO an...
Certain Welfare Benefits Matters. Without limiting any other provision of this Section 6.07, with respect to any Purchaser Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability and other group welfare benefits for the Company Employees (the “Purchaser Welfare Plans”), Purchaser shall cause the Purchaser Welfare Plans to (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Company Employees and their dependents and beneficiaries under the Purchaser Welfare Plans to the extent satisfied or waived under the applicable corresponding Seller Benefit Plan immediately prior to the Closing; (ii) waive for a period of six months, or until the end of the calendar year in which Closing occurs, whichever occurs first, any employee contribution to any medical insurance premium otherwise paid by Purchaser or Purchaser’s employees; and (iii) provide each Company Employee and his or her dependents with credit for any out-of-pocket expenses and deductibles paid prior to the Closing in the calendar year in which the Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any Purchaser Welfare Plans in which such Company Employee participates after the Closing. Without limiting the scope of Section 6.07(g), Purchaser shall assume all Liabilities and obligations of Seller and its affiliates to the Company Employees and their dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and similar state and local law.
Certain Welfare Benefits Matters. With respect to the satisfaction of any waiting period under any Buyer Benefit Plan that is an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA (collectively, “Buyer Welfare Plans”), Buyer shall (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the Transferred Employees and their respective eligible dependents and beneficiaries under the Buyer Welfare Plans to the extent waived or otherwise satisfied with respect to the Transferred Employee under the applicable corresponding Business Benefit Plan immediately prior to the Closing Date and (B) use commercially reasonable efforts to provide each Transferred Employee and his or her eligible dependents and beneficiaries with credit under Buyer Welfare Plans for any co-payments, deductibles and out-of-pocket expenses paid under corresponding Business Benefit Plans prior to the Closing Date in the calendar year in which the Closing Date occurs for purposes of satisfying any applicable deductible, co-insurance or out-of-pocket requirements under any Buyer Welfare Plan in which such Transferred Employee participates.
Certain Welfare Benefits Matters. (i) With respect to each Purchaser Benefit Plan that is an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA (collectively, “Purchaser Welfare Plans”), Purchaser shall (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the Transferred Employees and their dependents and beneficiaries under the Purchaser Welfare Plans to the extent waived under the applicable corresponding Business Benefit Plan immediately prior to the Closing Date and (B) provide each Transferred Employee and his or her eligible dependents and beneficiaries with credit under Purchaser Welfare Plans for any co-payments and deductibles paid under corresponding Business Benefit Plans prior to the Closing Date in the calendar year in which the Closing Date occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any Purchaser Welfare Plan in which such Transferred Employee participates.
(ii) Effective as of the Closing Date, Purchaser shall assume all future obligations, liabilities and commitments of Seller and its subsidiaries to Transferred Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Sections 601 et seq. and Sections 701 et seq. of ERISA, Section 4980B and Sections 9801 et seq. of the Code and applicable state or similar Laws.
Certain Welfare Benefits Matters. Purchaser shall, and shall cause the Purchaser Subsidiaries to use commercially reasonable efforts to, (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the Transferred Group Member Employees and their dependents and beneficiaries under Employee Benefit Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (any such plans that are not Transferred Group Employee Benefit Plans, “New Welfare Plans”) to the extent waived under the applicable corresponding Employee Benefit Plan sponsored or maintained by Parent or the Parent Subsidiaries immediately prior to the Closing (each, a “Parent Welfare Plan”) and (B) provide each Transferred Group Member Employee and his or her eligible dependents and beneficiaries with credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Parent Welfare Plans prior to the Closing in the calendar year in which the Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Welfare Plans in which such Transferred Group Member Employee participates.
Certain Welfare Benefits Matters. Sellers shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits with respect to claims incurred by Affected Employees or their covered dependents on or prior to the Closing Date whether or not such claims are submitted under the relevant welfare plan prior to the Closing Date. Expenses and benefits with respect to claims incurred by Affected Employees or their covered dependents after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability occurs; and, in the case of a hospital stay, when the employee first enters the hospital.
Certain Welfare Benefits Matters. With respect to each of Purchaser’s benefit plans that is an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA (a “Purchaser Welfare Plan”), Purchaser shall use its best efforts (i) waive all limitations as to preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the Transferred Employees and their dependents and beneficiaries under the Purchaser Welfare Plans to the extent waived under the applicable corresponding Seller Benefit Plan immediately prior to the Closing and (ii) provide each Business Employee and his or her eligible dependents and beneficiaries with credit under Purchaser Welfare Plans for any co-payments and deductibles paid under corresponding Seller Benefit Plans prior to the Closing in the calendar year in which the Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements under any Purchaser Welfare Plans in which the Transferred Employees participate.
Certain Welfare Benefits Matters. Sellers shall retain joint responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits 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 shall be the responsibility of Buyer, except if they are the result of, or arise out of, the Company’s breach of the applicable Laws. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability occurs; and, in the case of a hospital stay, when the employee first enters the hospital.
Certain Welfare Benefits Matters. Purchaser shall (A) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to any Affected Employee and his or her dependents under any welfare benefit plans of Purchaser and its subsidiaries ("PURCHASER WELFARE PLANS") in which the Affected Employees and their dependents may be eligible to participate after the Closing Date to the extent waived under the applicable corresponding Company Benefit Plan for such Affected Employee and his or her dependents immediately prior to the Closing Date and (B) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in the calendar year in which the Closing Date occurs (or, if later, in the calendar year in which Affected Employees and their dependents commence participation in the applicable Purchaser Welfare Plan) for purposes of satisfying any applicable deductible or out-of-pocket requirements under any Purchaser Welfare Plans in which the Affected Employees and their dependents are eligible to participate after the Closing Date.
Certain Welfare Benefits Matters. Sellers shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits with respect to claims incurred by Affected Employees or their covered dependents on or prior to the Closing Date. Expenses and benefits with respect to claims incurred by Affected Employees or their covered dependents after the Closing Date shall be the responsibility of Buyer. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of long-term disability benefits, when the disability occurs; and, in the case of a hospital stay, when the employee first enters the hospital.
