Common use of Certain Welfare Benefits Matters Clause in Contracts

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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 4 contracts

Samples: Transaction Agreement (Weyerhaeuser Real Estate Co), Transaction Agreement (Weyerhaeuser Co), Transaction Agreement (TRI Pointe Homes, Inc.)

AutoNDA by SimpleDocs

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 With respect to each New Benefit Plans Plan that are is an “employee welfare benefit plansplan” within the meaning of Section 3(1) of ERISA or an employee health or welfare plan which provides benefits to Canadian employees (collectively, (“New Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent , Spinco shall, and or shall cause the Parent Subsidiaries Newco 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 Transferred Employees and their dependents and beneficiaries under the New Welfare Plans to the extent waived under the applicable corresponding Employee Newco Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Effective Time and (B) provide each WRECO Transferred 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 Newco Benefit 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 the Transferred Employees participate. Spinco shall also (A) honor, and cause Domtar to continue to honor, the participation elections of each Domtar Employee with respect to each Domtar U.S. Welfare Plan and Domtar Canadian Welfare Plan as in effect as of the Effective Time and (B) if any Domtar Employee becomes a participant in a New Welfare Plan or other welfare plan sponsored or maintained by Newco or any of its affiliates (other than a Domtar U.S. Welfare Plan or Domtar Canadian Welfare Plan) during the 12-month period following the Effective Time, (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 participants and their dependents and beneficiaries under such WRECO plan to the extent waived under the applicable corresponding Domtar U.S. Welfare Plan or Domtar Canadian Welfare Plan and (ii) provide such Domtar Employee participatesand his or her eligible dependents and beneficiaries with credit under such plan for any co-payments and deductibles paid under the corresponding Domtar Benefit Plan in the calendar year in which such Domtar Employee becomes a participant in such plan for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under such plan. (ii) Effective on or prior to as of the Distribution DateEffective Time, WRECO Spinco shall, or shall cause the applicable WRECO Subsidiaries Newco to, assume all Liabilities obligations, liabilities and commitments of Weyerhaeuser and the Weyerhaeuser Subsidiaries its subsidiaries to WRECO Transferred Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), the Health Insurance Portability and Accountability Act of 19961996 (“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 Lawlaws. (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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 2 contracts

Samples: Transaction Agreement (Weyerhaeuser Co), Transaction Agreement (Domtar CORP)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately Immediately following the Effective TimeClosing, Parent shallHoldCo or one or more of its affiliates shall allow Transferred Maleic Business Employees to participate in benefit plans that provide for group welfare benefits including, for the avoidance of doubt, vacation and shall cause severance benefits (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 HoldCo Maleic Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shall, HoldCo shall grant to the Transferred Maleic Business Employees credit for service prior to the Closing with Ashland and its affiliates for all purposes under the HoldCo Maleic Welfare Plans (other than the HoldCo Retiree Medical Plan (as defined in Section 4.03(f))). HoldCo or its applicable affiliate shall cause the Parent Subsidiaries to, (A) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Maleic Business Employees and their dependents and beneficiaries under the New HoldCo Maleic Welfare Plans to the extent satisfied or waived under the applicable corresponding Employee Maleic Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Closing and (B) provide each WRECO Transferred Maleic Business Employee and his or her eligible dependents with either pro-rated deductibles and beneficiaries with co-payments for the balance of the year or credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior to the Effective Time Closing in the calendar year in which the Effective Time Closing Date occurs (or, if later, in the calendar year in which Transferred Maleic Business Employees and their dependents commence participation in the applicable HoldCo Maleic Welfare Plan) for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New HoldCo Maleic Welfare Plans in which such WRECO Employee participatesthe Transferred Maleic Business Employees participate. If credit for deductibles and co-payments is provided, Ashland shall provide or cause to be provided adequate data to implement that credit as HoldCo may reasonably request. (ii) Effective on or Ashland shall be responsible in accordance with its applicable welfare plans (and the applicable welfare plans of its affiliates) in effect prior to the Distribution 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 Transferred Maleic Business Employees and their dependents, except that HoldCo shall be responsible for such claims to the extent such claims are reflected on the Statement or to the extent insured under an insurance policy of which HoldCo or its affiliates becomes the beneficiary and for which Ashland or its affiliates have paid the premium. HoldCo shall be responsible in accordance with the applicable welfare plans of HoldCo and its affiliates 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, from and after the Closing by Transferred Maleic Business Employees and their dependents. For purposes of this Section 4.03(b)(ii), a claim shall be deemed to have been incurred on (A) the date of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment policies or (B) the date on which the charge or expense giving rise to such claim is incurred (without regard to the date of inception of the related illness or injury or the date of submission of a claim related thereto) in the case of all other claims; provided, however, that in the event of a hospital stay that commences prior to the close of business on the Closing Date and ends after the close of business on the Closing Date, WRECO shallthe cost thereof shall be apportioned between HoldCo and Ashland with Ashland responsible for that portion of the cost incurred prior to the close of business on the Closing Date and HoldCo responsible for the balance of such cost. Effective as of the Closing, or HoldCo shall cause the applicable WRECO Subsidiaries to, assume all Liabilities liabilities, obligations and commitments of Weyerhaeuser Ashland and the Weyerhaeuser Subsidiaries its affiliates to WRECO Transferred Maleic Business Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), 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 1996 and applicable state Law; provided, however, that Ashland and its affiliates shall remain obligated to provide any applicable COBRA notices in respect of events occurring on 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Closing Date.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Marathon Oil Corp), Assignment and Assumption Agreement (Marathon Oil Corp)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately Immediately following the Effective TimeClosing, Parent shallHoldCo or one or more of its affiliates shall allow Transferred VIOC Centers Employees to participate in benefit plans that provide for group welfare benefits including, for the avoidance of doubt, vacation and shall cause severance benefits (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 HoldCo VIOC Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shallHoldCo shall grant to the Transferred VIOC Centers Employees credit under the HoldCo VIOC Welfare Plans for service prior to the Closing with Ashland and its affiliates for all purposes, other than for purposes of determining eligibility to receive retiree medical subsidies and for purposes of determining level of benefits and benefit accruals under any retiree medical plans maintained by HoldCo or its affiliates. HoldCo or its applicable affiliate shall cause the Parent Subsidiaries to, (A) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred VIOC Centers Employees and their dependents and beneficiaries under the New HoldCo VIOC Welfare Plans to the extent satisfied or waived under the applicable corresponding Employee VIOC Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Closing and (B) provide each WRECO Transferred VIOC Centers Employee and his or her eligible dependents with either pro-rated deductibles and beneficiaries with co-payments for the balance of the year or credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior to the Effective Time Closing in the calendar year in which the Effective Time Closing Date occurs (or, if later, in the calendar year in which Transferred VIOC Centers Employees and their dependents commence participation in the applicable HoldCo VIOC Welfare Plan) for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New HoldCo VIOC Welfare Plans in which such WRECO Employee participatesthe Transferred VIOC Centers Employees participate. If credit for deductibles and co-payments is provided, Ashland shall provide or cause to be provided adequate data to implement that credit as HoldCo may reasonably request. (ii) Effective on or Ashland shall be responsible in accordance with its applicable welfare plans (and the applicable welfare plans of its affiliates) in effect prior to the Distribution 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 Transferred VIOC Centers Employees and their dependents, except that HoldCo shall be responsible for such claims to the extent such claims are reflected on the Balance Sheet or to the extent insured under an insurance policy of which HoldCo or its affiliates becomes the beneficiary and for which Ashland or its affiliates have paid the premium. HoldCo shall be responsible in accordance with the applicable welfare plans of HoldCo and its affiliates 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, from and after the Closing by Transferred VIOC Centers Employees and their dependents. For purposes of this Section 4.03(b)(ii), a claim shall be deemed to have been incurred on (A) the date of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment policies or (B) the date on which the charge or expense giving rise to such claim is incurred (without regard to the date of inception of the related illness or injury or the date of submission of a claim related thereto) in the case of all other claims; provided, however, that in the event of a hospital stay that commences prior to the close of business on the Closing Date and ends after the close of business on the Closing Date, WRECO shallthe cost thereof shall be apportioned between HoldCo and Ashland with Ashland responsible for that portion of the cost incurred prior to the close of business on the Closing Date and HoldCo responsible for the balance of such cost. Effective as of the Closing, or HoldCo shall cause the applicable WRECO Subsidiaries to, assume all Liabilities liabilities, obligations and commitments of Weyerhaeuser Ashland and the Weyerhaeuser Subsidiaries its affiliates to WRECO Transferred VIOC Centers Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), 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 1996 and applicable state Law; provided, however, that Ashland and its affiliates shall remain obligated to provide any applicable COBRA notices in respect of events occurring on 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Closing Date.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Marathon Oil Corp), Assignment and Assumption Agreement (Marathon Oil Corp)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately Immediately following the Effective TimeClosing, Parent shallHoldCo or one or more of its affiliates shall allow Transferred VIOC Centers Employees to participate in benefit plans that provide for group welfare benefits including, for the avoidance of doubt, vacation and shall cause severance benefits (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 "HoldCo VIOC Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof"). Parent shallHoldCo shall grant to the Transferred VIOC Centers Employees credit under the HoldCo VIOC Welfare Plans for service prior to the Closing with Ashland and its affiliates for all purposes, other than for purposes of determining eligibility to receive retiree medical subsidies and for purposes of determining level of benefits and benefit accruals under any retiree medical plans maintained by HoldCo or its affiliates. HoldCo or its applicable affiliate shall cause the Parent Subsidiaries to, (A) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred VIOC Centers Employees and their dependents and beneficiaries under the New HoldCo VIOC Welfare Plans to the extent satisfied or waived under the applicable corresponding Employee VIOC Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Closing and (B) provide each WRECO Transferred VIOC Centers Employee and his or her eligible dependents with either pro-rated deductibles and beneficiaries with co-payments for the balance of the year or credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior to the Effective Time Closing in the calendar year in which the Effective Time Closing Date occurs (or, if later, in the calendar year in which Transferred VIOC Centers Employees and their dependents commence participation in the applicable HoldCo VIOC Welfare Plan) for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New HoldCo VIOC Welfare Plans in which such WRECO Employee participatesthe Transferred VIOC Centers Employees participate. If credit for deductibles and co-payments is provided, Ashland shall provide or cause to be provided adequate data to implement that credit as HoldCo may reasonably request. (ii) Effective on or Ashland shall be responsible in accordance with its applicable welfare plans (and the applicable welfare plans of its affiliates) in effect prior to the Distribution 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 Transferred VIOC Centers Employees and their dependents, except that HoldCo shall be responsible for such claims to the extent such claims are reflected on the Balance Sheet or to the extent insured under an insurance policy of which HoldCo or its affiliates becomes the beneficiary and for which Ashland or its affiliates have paid the premium. HoldCo shall be responsible in accordance with the applicable welfare plans of HoldCo and its affiliates 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, from and after the Closing by Transferred VIOC Centers Employees and their dependents. For purposes of this Section 4.03(b)(ii), a claim shall be deemed to have been incurred on (A) the date of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment policies or (B) the date on which the charge or expense giving rise to such claim is incurred (without regard to the date of inception of the related illness or injury or the date of submission of a claim related thereto) in the case of all other claims; provided, however, that in the event of a hospital stay that commences prior to the close of business on the Closing Date and ends after the close of business on the Closing Date, WRECO shallthe cost thereof shall be apportioned between HoldCo and Ashland with Ashland responsible for that portion of the cost incurred prior to the close of business on the Closing Date and HoldCo responsible for the balance of such cost. Effective as of the Closing, or HoldCo shall cause the applicable WRECO Subsidiaries to, assume all Liabilities liabilities, obligations and commitments of Weyerhaeuser Ashland and the Weyerhaeuser Subsidiaries its affiliates to WRECO Transferred VIOC Centers Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended ("COBRA"), 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 1996 and applicable state Law; provided, however, that Ashland and its affiliates shall remain obligated to provide any applicable COBRA notices in respect of events occurring on 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Closing Date.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Ashland Inc), Assignment and Assumption Agreement (Ashland Inc)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately Immediately following the Effective TimeClosing, Parent shallHoldCo or one or more of its affiliates shall allow Transferred Maleic Business Employees to participate in benefit plans that provide for group welfare benefits including, for the avoidance of doubt, vacation and shall cause severance benefits (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 "HoldCo Maleic Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof"). Parent shall, HoldCo shall grant to the Transferred Maleic Business Employees credit for service prior to the Closing with Ashland and its affiliates for all purposes under the HoldCo Maleic Welfare Plans (other than the HoldCo Retiree Medical Plan (as defined in Section 4.03(f))). HoldCo or its applicable affiliate shall cause the Parent Subsidiaries to, (A) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Maleic Business Employees and their dependents and beneficiaries under the New HoldCo Maleic Welfare Plans to the extent satisfied or waived under the applicable corresponding Employee Maleic Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Closing and (B) provide each WRECO Transferred Maleic Business Employee and his or her eligible dependents with either pro-rated deductibles and beneficiaries with co- payments for the balance of the year or credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior to the Effective Time Closing in the calendar year in which the Effective Time Closing Date occurs (or, if later, in the calendar year in which Transferred Maleic Business Employees and their dependents commence participation in the applicable HoldCo Maleic Welfare Plan) for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New HoldCo Maleic Welfare Plans in which such WRECO Employee participatesthe Transferred Maleic Business Employees participate. If credit for deductibles and co-payments is provided, Ashland shall provide or cause to be provided adequate data to implement that credit as HoldCo may reasonably request. (ii) Effective on or Ashland shall be responsible in accordance with its applicable welfare plans (and the applicable welfare plans of its affiliates) in effect prior to the Distribution 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 Transferred Maleic Business Employees and their dependents, except that HoldCo shall be responsible for such claims to the extent such claims are reflected on the Statement or to the extent insured under an insurance policy of which HoldCo or its affiliates becomes the beneficiary and for which Ashland or its affiliates have paid the premium. HoldCo shall be responsible in accordance with the applicable welfare plans of HoldCo and its affiliates 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, from and after the Closing by Transferred Maleic Business Employees and their dependents. For purposes of this Section 4.03(b)(ii), a claim shall be deemed to have been incurred on (A) the date of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment policies or (B) the date on which the charge or expense giving rise to such claim is incurred (without regard to the date of inception of the related illness or injury or the date of submission of a claim related thereto) in the case of all other claims; provided, however, that in the event of a hospital stay that commences prior to the close of business on the Closing Date and ends after the close of business on the Closing Date, WRECO shallthe cost thereof shall be apportioned between HoldCo and Ashland with Ashland responsible for that portion of the cost incurred prior to the close of business on the Closing Date and HoldCo responsible for the balance of such cost. Effective as of the Closing, or HoldCo shall cause the applicable WRECO Subsidiaries to, assume all Liabilities liabilities, obligations and commitments of Weyerhaeuser Ashland and the Weyerhaeuser Subsidiaries its affiliates to WRECO Transferred Maleic Business Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended ("COBRA"), 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 1996 and applicable state Law; provided, however, that Ashland and its affiliates shall remain obligated to provide any applicable COBRA notices in respect of events occurring on 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Closing Date.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (Ashland Inc), Assignment and Assumption Agreement (Ashland Inc)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), Effective as of immediately following the Effective Closing and applicable to claims incurred with respect to any Transferred Employee (or any dependent or beneficiary thereof) after the applicable Transfer Time, Parent Purchaser shall, and shall cause its subsidiaries (including the Parent Subsidiaries Transferred Entity) to, have in effect Employee Benefit Plans that are “for the benefit of the Transferred Employees employee welfare benefit plans” within , programs and arrangements providing access to medical, dental, health, non-occupational short-term disability and long-term disability benefits and any other employee welfare benefit plans, programs and arrangements required by applicable Law, but (without limiting the meaning generality of Section 3(1Sections 6.07(b) of ERISA or 6.07(d)) expressly excluding any retiree medical benefits (collectively, the New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent Purchaser shall, and shall cause its subsidiaries (including the Parent Subsidiaries to, Transferred Entity (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 Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans Plans, to the extent waived under the applicable corresponding Employee Business Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (eachapplicable Transfer Time, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New the terms of the Purchaser Welfare Plans for any co-payments and deductibles paid under the applicable corresponding Weyerhaeuser Welfare Business Benefit Plans prior to the Effective applicable Transfer Time in the calendar year in which the Effective applicable Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans Plan in which such WRECO Transferred Employee participates. (ii) Effective on or prior to From and after the Distribution Closing Date, WRECO shall, or Purchaser shall cause the applicable WRECO Subsidiaries to, assume all Liabilities of Weyerhaeuser Seller and its subsidiaries (including the Weyerhaeuser Subsidiaries Transferred Entity) to WRECO the Transferred Employees (and their eligible dependents and beneficiaries) 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 LawLaws, which Liabilities shall be Assumed Liabilities. (iii) From and after the Distribution Dateapplicable Transfer Time, Weyerhaeuser Seller and its subsidiaries (other than the Transferred Entity) shall retain all Liabilities in accordance with the Weyerhaeuser Welfare Business Benefit 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 applicable Transfer Time with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof), which Liabilities shall be Retained Liabilities, and Purchaser and its subsidiaries (including the Transferred Entity) and WRECO and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO such Liabilities shall assume Liability for such Welfare Benefit Claims be Assumed Liabilities, to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Assumed Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary the Transferred Entity (or, as of the Effective TimeClosing, Parent Purchaser or any Parent Subsidiaryits subsidiaries) becomes the beneficiary or (2) a WRECO Transferred Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Transferred Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary Purchaser and its subsidiaries (including the Transferred Entity) as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare PlansClosing. For the purposes of the foregoingthis Section 6.07(g)(iii) and Section 6.07(g)(i), a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation occurrence of any the event giving rise to the claim for such benefit payment. (iv) Seller shall, or shall cause its subsidiaries to, provide each Canada Business Employee and New Bern Business Employee who has satisfied the eligibility criteria to receive benefits under the post-retirement health and life insurance plans of Seller and its affiliates (other than the requirement to have terminated employment) (such plans, collectively, the “Seller Retiree Welfare Plans”) as of immediately prior to the applicable Transfer Time with welfare benefit coverage under the applicable Seller Retiree Welfare Plan from and after the applicable Transfer Time in accordance with the terms of the applicable Seller Retiree Welfare Plans. (v) From and after the Distribution Closing Date, Weyerhaeuser shall retain Liability for (A) all claims for payment of all claims for workers workers’ compensation benefits for Business Employees that are incurred prior to the Distribution Closing Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims (or prior to the extent required by applicable Law or to Transfer Time, in the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries case of U.S. Inactive Employees) shall be liable for payment covered under the workers’ compensation plans of Seller and its subsidiaries and (B) all claims for workers workers’ compensation benefits for Transferred Employees that are incurred on or after following the Distribution Closing Date with respect to any WRECO Employee(or on or following the applicable Transfer Time, in the case of U.S. Inactive Employees) shall be covered under the workers’ compensation plans of Purchaser and its subsidiaries. A claim for workers workers’ compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Workers’ Compensation Event”) occurs. If the Workers Workers’ Compensation Event occurs over a period both preceding and following the Distribution DateClosing Date (or preceding and following the applicable Transfer Time, in the case of U.S. Inactive Employees), the claim shall be jointly covered under the joint Liability workers’ compensation plans of Weyerhaeuser, on Seller and its subsidiaries and the one hand, workers’ compensation plans of Purchaser and WRECO (and, effective as of the Effective Time, Parent), on the other handits subsidiaries, and shall be equitably apportioned between among such parties plans based upon the relative periods of time that the Workers Workers’ Compensation Event transpired preceding and following the Distribution DateClosing Date (or preceding and following the applicable Transfer Time, in the case of U.S. Inactive Employees).

Appears in 1 contract

Samples: Purchase Agreement (Weyerhaeuser Co)

Certain Welfare Benefits Matters. (ia) Without limiting the generality With respect to any employee benefit plan of Section 9.08(b)Purchaser that provides group welfare benefits, as of immediately following the Effective Timeincluding life insurance, Parent shallhealth care, dental care, accidental death and shall cause the Parent Subsidiaries todismemberment insurance, have disability and other group welfare benefits in effect Employee Benefit Plans that which Transferred Employees are eligible to participate (employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectively, “New Purchaser Welfare Plans”) that ), Purchaser will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shall, and shall cause the Parent Subsidiaries to, (Ai) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Employees and their eligible dependents and beneficiaries under the New Purchaser Welfare Plans to the extent waived or satisfied under the applicable corresponding Employee Seller Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Transfer Time and (Bii) provide each WRECO Transferred 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 Transfer Time in for the calendar plan year in which the Effective Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans in which such WRECO Transferred Employee participatesparticipates after the Transfer Time. (iib) Effective on or Seller and the applicable Seller Affiliates will be responsible in accordance with their respective welfare plans in effect prior to the Distribution Date, WRECO shall, or shall cause Transfer Time for all claims incurred under such plans (i) prior to the applicable WRECO Subsidiaries to, assume all Liabilities of Weyerhaeuser and the Weyerhaeuser Subsidiaries to WRECO Transfer Time by Transferred Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985and (ii) prior to, 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 on or similar Law. (iii) From and after the Distribution Date, Weyerhaeuser shall retain all Liabilities Transfer Time for any Business Employee who does not become a Transferred Employee. Purchaser will be responsible in accordance with the Weyerhaeuser applicable Purchaser 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from Transfer Time by Transferred Employees and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Planstheir eligible dependents. For purposes of the foregoingthis Section 6.05(b), a claim shall be is deemed to be have been incurred as follows: on (i) life, the date of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon dismemberment policies or (ii) the death, disability date on which the charge or accident expense giving rise to such benefits, claim is incurred (iiwithout regard to the date of inception of the related illness or injury or the date of the submission of the claim related thereto) health, dental and prescription drug benefits (including in respect the case of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit paymentall other claims. (ivc) From and after the Distribution Date, Weyerhaeuser shall retain Liability Seller is responsible for all claims for payment of all claims for workers workers’ compensation benefits that which are incurred prior to the Distribution Date with respect to any WRECO Employee, except Transfer Time by Transferred Employees that WRECO shall assume Liability for such claims to are payable under the extent required by applicable Law or to terms and conditions of the extent such claims relate to any WRECO Benefit Plan. WRECO workers’ compensation programs of Seller and the WRECO Subsidiaries shall be liable Seller Affiliates. Purchaser is responsible for payment of all claims for workers workers’ compensation benefits that are first incurred on or from and after the Distribution Date Transfer Time by Transferred Employees that are payable under the terms and conditions of the workers’ compensation programs of Purchaser and its Affiliates. In respect of any claims for worker’s compensation benefits for which is considered incurred both prior to and after the Transfer Time, Seller and Purchaser will apportion Liability relating to such workers’ compensation claims in accordance with respect to any WRECO EmployeeApplicable Law. A For purposes of this Section 6.05(c), a claim for workers workers’ compensation benefits shall be is deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Target Corp)

Certain Welfare Benefits Matters. (i) Without limiting With respect to 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 Purchaser Welfare Plans”) that will provide welfare benefits , Purchaser shall take all reasonably practicable steps 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 preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Employees and their dependents and beneficiaries under the New such Purchaser Welfare Plans to the extent waived satisfied under the applicable corresponding Employee Seller Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Employee Transfer Date and (B) provide each WRECO Transferred 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 Employee Transfer Date in the calendar plan year in which the Effective Time Employee Transfer Date occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New such Purchaser Welfare Plans in which such WRECO Employee participatesthe Transferred Employees participate. (ii) Effective on or Seller shall be responsible in accordance with its applicable welfare plans (and the applicable welfare plans of its Affiliates) in effect prior to the Distribution Employee Transfer Date 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 Employee Transfer Date by Transferred Employees and their dependents. Purchaser shall be responsible in accordance with the applicable welfare plans of Purchaser and its Affiliates 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, on or after the Employee Transfer Date by Transferred Employees and their dependents. For purposes of this Section 6.6(f)(ii), a claim will be deemed to have been incurred on (A) the date of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment policies, (B) the date of disability in the case of claims under disability policies, or (C) the date on which the charge or expense giving rise to such claim is incurred (without regard to the date of inception of the related illness or injury or the date of submission of a claim related thereto) in the case of all other claims. (iii) Effective as of the Employee Transfer Date, WRECO shall, or Purchaser shall cause the applicable WRECO Subsidiaries to, assume all Liabilities liabilities and obligations of Weyerhaeuser and the Weyerhaeuser Subsidiaries Seller to WRECO Transferred Employees and their eligible dependents dependents, in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedCOBRA, 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 1996 and applicable state Law; provided, however, that Seller shall remain obligated to provide any applicable COBRA notices in respect of events occurring on 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit paymentTransfer Date. (iv) From and after the Distribution Date, Weyerhaeuser Seller shall retain Liability be responsible for all claims for payment of all claims for workers workers’ compensation benefits that which are incurred prior to the Distribution Employee Transfer Date by Transferred Employees that are payable under the terms and conditions of Seller’s workers’ compensation programs. Purchaser shall cause its workers’ compensation program to be responsible for all claims for benefits which are incurred from and after the Employee Transfer Date by Transferred Employees that are payable under the terms and conditions of Purchaser’s workers’ compensation program, including with respect to any WRECO Employee, except that WRECO shall assume Liability Transferred Employees who became eligible for such claims workers’ compensation benefits prior to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occursEmployee Transfer Date. If the Workers Workers’ Compensation Event occurs over a period both preceding and following the Distribution Employee Transfer Date, the claim shall be the joint Liability responsibility and liability of WeyerhaeuserSeller and Purchaser and shall be equitably apportioned between Seller, on the one hand, and WRECO (and, effective as of the Effective Time, Parent)Purchaser, on the other hand, and shall be equitably apportioned between such parties based upon the relative relevant periods of time that the Workers Workers’ Compensation Event transpired preceding and following the Distribution Employee Transfer Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

Certain Welfare Benefits Matters. (ia) Without limiting No later than the generality of Section 9.08(b)Global Closing Date, as of immediately following the Effective TimePurchaser shall establish or cause to be established, Parent shallat its own expense, benefit plans that provide life insurance, health care, dental care, accidental death and shall cause the Parent Subsidiaries todismemberment insurance, have in effect Employee Benefit Plans that are disability and other group welfare benefits for U.S. Transferred Employees (employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectively, “New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shall, and Purchaser shall cause the Parent Subsidiaries to, (Ai) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO participating U.S. Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans to the extent waived under the applicable corresponding Employee Seller Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Transfer Time and (Bii) provide each WRECO participating U.S. Transferred 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 Transfer Time in the calendar year in which the Effective Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans in which such WRECO U.S. Transferred Employee participatesparticipates after the Transfer Time. (iib) Effective on or Seller and the applicable Seller Affiliates shall be responsible in accordance with their respective welfare plans in effect prior to the Distribution DateTransfer Time for all reimbursement claims (such as medical and dental claims) for expenses incurred, WRECO shalland for all non-reimbursement claims (such as life insurance claims) incurred, or under such plans prior to the Transfer Time by U.S. Transferred Employees and their dependents. Purchaser shall cause be responsible in accordance with the applicable WRECO Subsidiaries toPurchaser 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, on or after the Transfer Time by U.S. Transferred Employees and their dependents. For purposes of this Section 6.08(b), a claim shall be deemed to have been incurred on (i) the date of death or dismemberment in the case of claims under life insurance and accidental death and dismemberment policies or (ii) the date on which the charge or expense giving rise to such claim is incurred in the case of all other claims; provided, however, that in the event of a hospital stay that commences prior to the Transfer Time and ends at or after the Transfer Time, the cost thereof shall be apportioned between Purchaser, on the one hand, and Seller, on the other hand, with Seller responsible for that portion of the cost incurred prior to the Transfer Time and Purchaser responsible for the balance of such cost. Effective as of the Transfer Time, Purchaser shall assume all Liabilities liabilities and obligations of Weyerhaeuser Seller and the Weyerhaeuser Subsidiaries Seller Affiliates incurred on or after the Transfer Time to WRECO U.S. Transferred Employees and their eligible dependents dependents, in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), 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 1996 (“HIPAA”) and applicable state or similar Lawlaw; provided that Seller and the Seller Affiliates shall remain obligated to provide any applicable COBRA coverage notices in respect of events occurring prior to the Transfer Time. (iiic) 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries Seller shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability responsible for all claims for payment of all claims for workers workers’ compensation benefits that which are incurred prior to the Distribution Date with respect to any WRECO Employee, except Transfer Time by U.S. Transferred Employees that WRECO shall assume Liability for such claims to are payable under the extent required by terms and conditions of Seller’s or the applicable Law Seller Affiliate’s workers’ compensation programs. Purchaser’s or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries its applicable affiliate’s workers’ compensation program(s) shall be liable responsible for payment of all claims for workers compensation benefits that are incurred on or from and after the Distribution Date Transfer Time by U.S. Transferred Employees that are payable under the terms and conditions of Purchaser’s or its applicable affiliate’s workers’ compensation program(s), including with respect to any WRECO EmployeeU.S. Transferred Employees who became eligible for workers’ compensation benefits prior to the Transfer Time. A For purposes of this Section 6.08(c), a claim for workers workers’ compensation benefits shall be deemed to be incurred when the event giving rise to the claim occurs (the “Workers Workers’ Compensation Event”) occurs). If the Workers Workers’ Compensation Event occurs over a period both preceding and following the Distribution DateTransfer Time, the claim shall be the joint Liability responsibility and liability of WeyerhaeuserSeller and Purchaser and shall be equitably apportioned between Seller, on the one hand, and WRECO (and, effective as of the Effective Time, Parent)Purchaser, on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Workers’ Compensation Event transpired preceding and following the Distribution DateTransfer Time.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hormel Foods Corp /De/)

Certain Welfare Benefits Matters. (ia) Without limiting No later than the generality of Section 9.08(b)Closing Date, as of immediately following the Effective TimePurchaser will establish or cause to be established, Parent shallat its own expense, benefit plans that provide life insurance, health care, dental care, accidental death and shall cause the Parent Subsidiaries todismemberment insurance, have in effect Employee Benefit Plans that are disability and other group welfare benefits for Transferred Irapuato Employees (employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectively, “New Purchaser Welfare Plans”) that will provide ), subject to the same coverage limits as such group welfare benefits granted by Seller to WRECO the Transferred Irapuato Employees immediately prior to Closing. Purchaser will (and any dependents and beneficiaries thereof). Parent shall, and shall cause the Parent Subsidiaries to, (Ai) waive all limitations as to pre-existing preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Transferred Irapuato Employees and their eligible dependents and beneficiaries under the New Purchaser Welfare Plans to the extent waived or otherwise satisfied under the applicable corresponding Employee Seller Benefit Plan sponsored or maintained by Weyerhaeuser or immediately before the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Effective Time and (Bii) provide each WRECO Transferred Irapuato 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 before 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 Purchaser Welfare Plans in which such WRECO Transferred Irapuato Employee participatesparticipates after the Effective Time. (iib) Effective on or prior to the Distribution Date, WRECO shall, or shall cause Seller and the applicable WRECO Subsidiaries toSeller Parties will be responsible in accordance with their respective welfare plans in effect before the Effective Time for all reimbursement claims (such as medical and dental claims) for expenses incurred, assume and for all Liabilities of Weyerhaeuser and non-reimbursement claims (such as life insurance claims) incurred, under such plans before the Weyerhaeuser Subsidiaries to WRECO Effective Time by Transferred Irapuato 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 seqdependents. 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 Purchaser will be responsible in accordance with the Weyerhaeuser applicable Purchaser Welfare Plans for payment of all medicalreimbursement claims (such as medical and dental claims) for expenses incurred, dental, vision, health, and for all non-occupational short-term disability benefit and long-term disability benefit reimbursement claims (collectivelysuch as life insurance claims) incurred, “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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect Effective Time by Transferred Irapuato Employees and their eligible dependents. For purposes of this Section 6.04(b), a claim will be deemed to any WRECO Employee have been incurred on (i) the date of death or any dependent dismemberment in the case of claims under life insurance and accidental death and dismemberment policies or beneficiary thereof(ii) andthe date on which the charge or expense giving rise to such claim is incurred (without regard to the date of inception of the related illness or injury or the date of the submission of the claim related thereto) in the case of all other claims; provided, from however, that in the event of a hospital stay that commences before the Effective Time and ends at or after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to cost thereof will be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuserapportioned between Seller, on the one hand, and WRECO (and, effective as of the Effective Time, Parent)Purchaser, on the other hand, with Seller responsible for that portion of the cost incurred before the Effective Time and shall be equitably apportioned between Purchaser responsible for the balance of such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Datecost.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of immediately following the Effective Time, Parent shall, and Purchaser 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 preexisting conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO Affected Employees under any welfare benefit plans of Purchaser and its subsidiaries ("Purchaser Welfare Plans") in which the Affected Employees and their dependents and beneficiaries under may be eligible to participate after the New Welfare Plans Closing Date 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”) Closing Date and (B) provide each WRECO Affected 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 the applicable Benefit Plan prior to the Effective Time Closing Date in the calendar year in which the Effective Time 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 (and any annual and lifetime maximums) under any New Purchaser Welfare Plans in which such WRECO Employee participatesthe Affected Employees are eligible to participate after the Closing Date. Within 60 days after the Closing, Seller shall provide to Purchaser, or cause a third-party administrator or insurer to provide to Purchaser, all data reasonably requested by Purchaser to facilitate the actions described in the previous sentence. (ii) Effective Seller shall be solely responsible, in accordance with the terms of the Seller Benefit Plans as in effect immediately prior to the Closing Date, for all liabilities under the Seller Benefit Plans, including all liabilities in respect of medical, dental, life insurance and other welfare benefit claims incurred by Affected Employees and their eligible dependents prior to the Closing Date under the Seller Benefit Plans. Purchaser shall be solely responsible, in accordance with the terms of all applicable welfare plans of Purchaser and its subsidiaries for all medical, dental, life insurance and other welfare benefit claims incurred by Affected Employees and their eligible dependents on or after the Closing Date (or, if later, when such individual becomes an Affected Employee) (including short-term disability benefits in respect of individuals who became disabled on or prior to the Distribution Closing Date). Effective as of the Closing Date, WRECO shall, or Purchaser shall cause the applicable WRECO Subsidiaries to, assume all Liabilities of Weyerhaeuser liabilities and the Weyerhaeuser Subsidiaries obligations to WRECO Affected Employees and their eligible dependents in respect of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended ("COBRA"), 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 1996 ("HIPAA") 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 law 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred qualifying events occurring on or after the Distribution Date with respect Closing Date; provided, that Seller and its subsidiaries shall remain obligated to provide any WRECO Employee (or any dependent or beneficiary thereof) and, from applicable COBRA notices and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including continuation coverage in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred qualifying events occurring prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Closing Date, and any required certificates of creditable coverage in accordance with HIPAA under the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution DateSeller Benefit Plans.

Appears in 1 contract

Samples: Stock Purchase Agreement (Milacron Inc)

AutoNDA by SimpleDocs

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b5.10(c), effective as of immediately following the Effective TimeClosing, Parent the Buyers shall, and shall cause their Subsidiaries (including the Parent Subsidiaries Transferred Entities) to, have in effect Employee (or, in the case of the Assumed Benefit Plans that are “Plans, maintain) for the benefit of the Transferred Employees employee welfare benefit plans” within the meaning of Section 3(1) of ERISA , programs and arrangements providing medical, dental, vision, health, non-occupational short-term disability and long-term disability benefits and any other employee benefit plans, programs and arrangements required by applicable Law (collectively, the New Buyer Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent The Buyers shall, and shall cause their Subsidiaries (including the Parent Subsidiaries Transferred Entities) 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 Transferred Employees and their dependents and beneficiaries under the New Buyer Welfare Plans 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 (eachClosing Date, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New the Buyer Welfare Plans for any co-payments and deductibles paid under the applicable corresponding Weyerhaeuser Welfare Plans Benefit Plan prior to the Effective Time Closing Date in the calendar year in which the Effective Time Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Buyer Welfare Plans Plan in which such WRECO Transferred Employee participates. (ii) Effective on or prior to From and after the Distribution Closing Date, WRECO shall, or the Seller Group shall cause the applicable WRECO Subsidiaries to, assume retain all Liabilities of Weyerhaeuser and with respect to Former Employees who had been employed in the Weyerhaeuser Subsidiaries to WRECO Employees United States and their eligible dependents and beneficiaries under the welfare benefit plans and programs maintained by any member of the Seller Group other than any Assumed Benefit Plan, if and to the extent such persons are participating in such plans and programs under COBRA as of immediately prior to the Closing Date. From and after the Closing Date, the Buyers shall assume all Liabilities with respect to the Transferred Employees (and their eligible dependents and beneficiaries) 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 COBRA and applicable state or similar LawLaws. (iii) From and after the Distribution Closing Date, Weyerhaeuser the Seller Group shall retain all Liabilities in accordance with the Weyerhaeuser Welfare Benefit Plans for payment of all medical, dental, vision, health, non-occupational short-term disability benefit vision and long-term disability benefit claims health (collectively, “Welfare Benefit Claims”) incurred under such plans prior to the Distribution Closing Date with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof) and WRECO ), and the WRECO Buyers and their Subsidiaries (including the Transferred Entities) shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Assumed Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary a Transferred Entity (or, as of the Effective TimeClosing, Parent the Buyers or any Parent Subsidiarytheir Subsidiaries) becomes the beneficiary or (2) a WRECO Transferred Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Transferred Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary the Buyers and their Subsidiaries (including the Transferred Entities) as of the Distribution Date or to Parent or any Parent Subsidiary as of Closing. The Buyers and their Subsidiaries (including the Effective Time. WRECO and the WRECO Subsidiaries Transferred Entities) shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Closing Date with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof) ), and, from and after the Effective TimeClosing Date, Parent shall, and the Buyers shall cause (including the Parent Subsidiaries to, Transferred Entities) cause all such Welfare Benefit Claims to be assumed by and administered under the New Buyer Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Closing Date, Weyerhaeuser the Buyers and their Subsidiaries (including the Transferred Entities) shall retain assume (and the Seller Group shall not retain) Liability for all claims for payment of all claims for workers non-occupational short-term disability benefit, long-term disability benefits and workers’ compensation benefits that are incurred with respect to all Employees and all Former Employees arising out of or relating to the operation or conduct of the Business prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Closing Date.

Appears in 1 contract

Samples: Equity Purchase Agreement (Pitney Bowes Inc /De/)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b), as of Effective immediately following the Effective TimeClosing, Parent Purchaser shall, and shall cause the Parent Subsidiaries its subsidiaries to, have in effect Employee Benefit Plans that are “for the benefit of the Transferred Employees employee welfare benefit plans” within the meaning of Section 3(1) of ERISA , programs and arrangements providing medical, dental, vision, health, non-occupational short-term disability and long-term disability benefits and any other employee benefit plans, programs and arrangements required by applicable Law (collectively, the New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent Purchaser shall, and shall cause the Parent Subsidiaries its 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 Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans Plans, to the extent waived under the applicable corresponding Employee Business Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (eachapplicable Transfer Time, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New the Purchaser Welfare Plans for any co-payments and deductibles paid under the applicable corresponding Weyerhaeuser Welfare Business Benefit Plans prior to the Effective applicable Transfer Time in the calendar year in which the Effective applicable Transfer Time occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans Plan in which such WRECO Transferred Employee participates. (ii) Effective on or prior to From and after the Distribution Closing Date, WRECO shall, or Purchaser shall cause the applicable WRECO Subsidiaries to, assume all Liabilities of Weyerhaeuser Seller and its subsidiaries to the Weyerhaeuser Subsidiaries to WRECO Transferred Employees (and their eligible dependents and beneficiaries) 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 LawLaws, which Liabilities shall be Assumed Liabilities. Subject to the foregoing, Seller shall be responsible for any COBRA related liabilities for its other employees entitled to continuation of benefits under COBRA as of the Closing. (iii) From and after the Distribution Dateapplicable Transfer Time, Weyerhaeuser Seller and its subsidiaries shall retain all Liabilities in accordance with the Weyerhaeuser Welfare Business Benefit 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 applicable Transfer Time with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof) ), which Liabilities shall be Retained Liabilities, and WRECO Purchaser and the WRECO Subsidiaries its subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO such Liabilities shall assume Liability for such Welfare Benefit Claims be Assumed Liabilities to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Assumed Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective TimeClosing, Parent Purchaser or any Parent Subsidiary) its subsidiaries becomes the beneficiary or (2) a WRECO Transferred Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Transferred Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary Purchaser and its subsidiaries as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective TimeClosing. WRECO Purchaser and the WRECO Subsidiaries its subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date applicable Transfer Time with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof) ), which Liabilities shall be Assumed Liabilities and, from and after the Effective applicable Transfer Time, Parent Purchaser shall, and shall cause the Parent Subsidiaries its subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Purchaser Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (iA) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (iiB) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iiiC) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Closing Date, Weyerhaeuser Purchaser and its subsidiaries shall retain assume (and Seller and its subsidiaries shall not retain) Liability for all claims for payment of all claims for workers workers’ compensation benefits that are incurred with respect to all Business Employees arising out of or relating to the operation of the Business prior to the Distribution Closing Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims (or prior to the extent required by applicable Law or to Transfer Time, in the extent case of all Transferred Employees) and such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries Liabilities shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution DateAssumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (Weyerhaeuser Co)

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 With respect to each Purchaser Benefit Plans Plan that are is an “employee welfare benefit plansplan” within the meaning of Section 3(1) of ERISA (collectively, “New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent , Purchaser shall, and shall cause subject to the Parent Subsidiaries toterms of any applicable collective bargaining agreement, (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 Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans to the extent waived or otherwise satisfied with respect to the employee under the applicable corresponding Employee Business Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (each, a “Weyerhaeuser Welfare Plan”) Closing Date and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New Purchaser Welfare Plans for any co-payments payments, deductibles and deductibles out-of-pocket expenses paid under corresponding Weyerhaeuser Welfare Business Benefit Plans prior to the Effective Time Closing Date in the calendar year in which the Effective Time Closing Date occurs for purposes of satisfying any applicable deductible deductible, co-insurance or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans Plan in which such WRECO Transferred Employee participates. (ii) Effective Seller shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title 1 of ERISA (such provisions of the Code and ERISA collectively referred to as “COBRA”), including the provision of continuation coverage (within the meaning of COBRA), with respect to all employees and former employees of the Business, and their respective spouses and dependents, for whom a qualifying event (within the meaning of COBRA) occurs at any time prior to or on the Closing Date. The parties expressly agree that Purchaser and the Purchaser Welfare Plans shall have no responsibility for compliance with the health care continuation requirements of COBRA or state law, as applicable, (A) for qualified beneficiaries who previously elected to receive such continuation coverage under the Seller’s Welfare Plans or who between the date of this Agreement and the Closing Date elect to receive continuation coverage, or (B) with respect to those employees or former employees of Seller and its affiliates who became, or may become, eligible to receive such continuation coverage 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 LawClosing. (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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 1 contract

Samples: Purchase Agreement (International Paper Co /New/)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b5.10(d), effective as of immediately following the Effective TimeApplicable Closing, Parent but subject to the Transition Services Agreement, the Purchaser shall, and shall cause its Subsidiaries (including the Parent Subsidiaries Transferred Entities) to, have in effect Employee (or, in the case of the Assumed Benefit Plans that are “Plans, maintain) for the benefit of the Transferred Employees employee welfare benefit plans” within the meaning of Section 3(1) of ERISA , programs and arrangements providing medical, dental, vision, health, non-occupational short-term disability and long-term disability benefits and any other employee benefit plans, programs and arrangements required by applicable Law (collectively, the New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent The Purchaser shall, and shall cause its Subsidiaries (including the Parent Subsidiaries Transferred Entities) 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 Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans Plans, to the extent waived under the applicable corresponding Employee Business Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (eachApplicable Closing Date, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New the Purchaser Welfare Plans for any co-payments and deductibles paid under the applicable corresponding Weyerhaeuser Welfare Business Benefit Plans prior to the Effective Time Applicable Closing Date in the calendar year in which the Effective Time Applicable Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans Plan in which such WRECO Transferred Employee participates. (ii) Effective on or prior to the Distribution Date, WRECO shall, or The Seller Group shall cause the applicable WRECO Subsidiaries to, assume retain all Liabilities of Weyerhaeuser with respect to (A) Business Employees who do not become Transferred Employees and (B) Former Employees, in each case, who are or had been employed in the Weyerhaeuser Subsidiaries to WRECO Employees United States and their eligible dependents and beneficiaries under the welfare benefit plans and programs maintained by any member of the Seller Group, if and to the extent such persons are participating in respect such plans and programs under COBRA as of immediately prior to the Principal Closing Date. The Purchaser shall be responsible for providing to the Transferred Employees (and their eligible dependents and beneficiaries) with 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 COBRA and applicable state or similar LawLaws with respect to a qualifying event that occurs after the Principal Closing Date. (iii) From and after the Distribution Date, Weyerhaeuser The Seller Group shall retain all Liabilities in accordance with the Weyerhaeuser Welfare Business Benefit Plans for payment of all medical, dental, vision, health, non-occupational short-term disability benefit vision and long-term disability benefit claims health (collectively, “Welfare Benefit Claims”) incurred under such plans prior to the Distribution Applicable Closing Date with respect to any WRECO Business Employee (or any dependent or beneficiary thereof) and WRECO ), and the WRECO Purchaser and its Subsidiaries (including the Transferred Entities) shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Assumed Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary a Transferred Entity (or, as of the Effective TimeApplicable Closing, Parent the Purchaser or any Parent Subsidiaryits Subsidiaries) becomes the beneficiary or (2) a WRECO Transferred Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Transferred Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary the Purchaser and its Subsidiaries (including the Transferred Entities) as of the Distribution Date or to Parent or any Parent Subsidiary as of Applicable Closing. The Purchaser and its Subsidiaries (including the Effective Time. WRECO and the WRECO Subsidiaries Transferred Entities) shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Applicable Closing Date with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof) ), and, from and after the Effective TimeApplicable Closing Date, Parent shallsubject to the Transition Services Agreement, and the Purchaser shall cause (including the Parent Subsidiaries to, Transferred Entities) cause all such Welfare Benefit Claims to be assumed by and administered under the New Purchaser Welfare Plans. For purposes of . (iv) Subject to the foregoingimmediately following sentence, a claim shall be deemed to be incurred as follows: (i) lifefrom and after the Applicable Closing Date, accidental death the Purchaser and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits its Subsidiaries (including in respect the Transferred Entities) shall assume (and the Seller Group shall not retain) Liability for all claims for payment of any hospital confinement), upon provision of such services, materials or supplies, and (iii) all claims for non-occupational short-term disability benefitsbenefits and workers’ compensation benefits with respect to all Business Employees, upon arising out of or relating to the initiation operation or conduct of any claim for such benefit payment. (iv) From and after the Distribution Business prior to, on or following the Applicable Closing Date, Weyerhaeuser . The Seller Group shall retain Liability for all claims for payment of all claims for workers compensation long-term disability benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for all Business Employees who are receiving such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, ParentApplicable Closing Date unless and until such Business Employee commences employment pursuant to Section 5.10(c), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)

Certain Welfare Benefits Matters. (i) Without limiting the generality of Section 9.08(b5.10(d), effective as of immediately following the Effective TimeClosing, Parent the Purchaser shall, and shall cause its Subsidiaries (including the Parent Subsidiaries Transferred Entity) to, have in effect Employee Benefit Plans that are “for the benefit of the Transferred Employees employee welfare benefit plans” within the meaning of Section 3(1) of ERISA , programs and arrangements providing medical, dental, vision, health, non-occupational short-term disability and long-term disability benefits and any other employee benefit plans, programs and arrangements required by applicable Law (collectively, the New Purchaser Welfare Plans”) that will provide welfare benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent The Purchaser shall, and shall cause its Subsidiaries (including the Parent Subsidiaries Transferred Entity) to, use reasonable best 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 WRECO Transferred Employees and their dependents and beneficiaries under the New Purchaser Welfare Plans Plans, to the extent waived under the applicable corresponding Employee Business Benefit Plan sponsored or maintained by Weyerhaeuser or the Weyerhaeuser Subsidiaries immediately prior to the Distribution (eachClosing Date, a “Weyerhaeuser Welfare Plan”) and (B) provide each WRECO Transferred Employee and his or her eligible dependents and beneficiaries with credit under New the Purchaser Welfare Plans for any co-payments and deductibles paid under the applicable corresponding Weyerhaeuser Welfare Business Benefit Plans prior to the Effective Time Closing Date in the calendar year in which the Effective Time Closing occurs for purposes of satisfying any applicable deductible or out-of-pocket requirements (and any annual and lifetime maximums) under any New Purchaser Welfare Plans Plan in which such WRECO Transferred Employee participates. (ii) Effective on or prior to From and after the Distribution Closing Date, WRECO shall, or the Seller Group shall cause the applicable WRECO Subsidiaries to, assume retain all Liabilities of Weyerhaeuser and with respect to Former Employees who had been employed in the Weyerhaeuser Subsidiaries to WRECO Employees United States and their eligible dependents and beneficiaries under the welfare benefit plans and programs maintained by any member of the Seller Group, if and to the extent such persons are participating in such plans and programs under COBRA as of immediately prior to the Closing Date. From and after the Closing Date, the Purchaser shall be responsible for all Liabilities with respect to the right of any Transferred Employee whose employment terminates on or after the Closing Date (and any right derived from such Transferred Employee by his or her eligible dependents and beneficiaries) to 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 COBRA and applicable state or similar Lawlaw. (iii) From and after the Distribution Closing Date, Weyerhaeuser the Seller Group shall retain all Liabilities in accordance with the Weyerhaeuser Welfare Business Benefit Plans for payment of all medical, dental, vision, health, non-occupational short-term disability benefit vision and long-term disability benefit claims health (collectively, “Welfare Benefit Claims”) incurred under such plans prior to the Distribution Closing Date with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof) and WRECO ), and the WRECO Purchaser and its Subsidiaries (including the Transferred Entity) shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Assumed Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary the Transferred Entity (or, as of the Effective TimeClosing, Parent the Purchaser or any Parent Subsidiaryits Subsidiaries) becomes the beneficiary or (2) a WRECO Transferred Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Transferred Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary the Purchaser and its Subsidiaries (including the Transferred Entity) as of the Distribution Date or to Parent or any Parent Subsidiary as of Closing. The Purchaser and its Subsidiaries (including the Effective Time. WRECO and the WRECO Subsidiaries Transferred Entity) shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Closing Date with respect to any WRECO Transferred Employee (or any dependent or beneficiary thereof) ), and, from and after the Effective TimeClosing Date, Parent shall, and the Purchaser shall cause (including the Parent Subsidiaries to, Transferred Entity) cause all such Welfare Benefit Claims to be assumed by and administered under the New Purchaser Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pitney Bowes Inc /De/)

Certain Welfare Benefits Matters. Purchaser shall use commercially reasonable efforts (i) Without limiting the generality for purposes of Section 9.08(b)each Purchaser Benefit Plan providing medical, as of immediately following the Effective Timedental, 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 pharmaceutical and/or vision benefits to WRECO Employees (and any dependents and beneficiaries thereof). Parent shallRome Employee, and shall to cause the Parent Subsidiaries to, (A) waive all limitations as to pre-existing conditions, condition 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 of such Purchaser 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 be waived for such Rome Employee and his or her covered dependents; and (ii) to cause any eligible expenses incurred by each Rome Employee and his or her covered dependents under a Rome Group Employee Benefit Plan or Parent Benefit Plan that is a medical plan in the U.S. during the portion of the plan year of the Rome Group Employee Benefit Plan or Parent Benefit Plan ending on the date such Rome Employee’s participation in the corresponding Purchaser Benefit Plan begins to be taken into account under the corresponding Purchaser Benefit Plan for purposes of satisfying all deductible requirements applicable to such Rome Employee and beneficiaries his or her covered dependents for such year as if such amounts had been paid in accordance with credit under New Welfare Plans for any co-payments and deductibles paid under corresponding Weyerhaeuser Welfare Plans prior such Purchaser Benefit Plan, to the Effective Time extent Parent provides Purchaser or, at Purchaser’s written direction, a third party administrator or insurer of the relevant Purchaser Benefit Plan true and correct information requested by Parent in order to determine the calendar amount accrued toward deductibles under the relevant Rome Group Employee Benefit Plan or Parent Benefit Plan within 10 Business Days after the Closing and again no later than February 15, 2022, in each such case with respect to the plan year in which the Effective Time occurs Closing occurs. For the sake of clarity, Purchaser shall only be required to use commercially reasonable efforts to credit expenses toward deductible requirements under this Section 8.03(e) with respect to amounts reported to Parent or its third party administrators or insurers as satisfying the relevant deductible under the relevant Rome Group Employee Benefit Plan or Parent Benefit Plan as of January 31, 2022 (e.g., if a claim that otherwise would count toward the relevant deductible under the relevant Rome Group Employee Benefit Plan or Parent Benefit Plan is approved by the relevant Rome Group Employee Benefit Plan or Parent Benefit Plan after January 31, 2022 or reported to Parent or its third party administrators or insurers after February 15, 2022, Purchaser shall have no obligation to credit any amount with respect to such claim to be taken into account 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 participatesrequirements). (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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Welfare Plans. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability or accident giving rise to such benefits, (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 1 contract

Samples: Purchase Agreement (Moodys Corp /De/)

Certain Welfare Benefits Matters. (i) Without limiting With respect to each Purchaser Benefit Plan that is an “employee welfare benefit plan” within the generality meaning of Section 9.08(b3(1) of ERISA (a “Purchaser Welfare Plan”), Purchaser shall waive all limitations as to preexisting conditions, exclusions, waiting periods, 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 provide each Transferred Employee and his or her eligible dependents and beneficiaries with credit under the 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 immediately satisfying any applicable deductible or out-of-pocket requirements (and any annual or lifetime maximums) under any Purchaser Welfare Plans in which such Transferred Employee or his or her eligible dependents participates following the Effective TimeClosing. (ii) Seller, Parent shall, the Seller Subsidiaries and the other affiliates of Seller shall cause the Parent Subsidiaries to, have be responsible in effect Employee accordance with their respective Seller Benefit Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA (collectivelyeach, a New Seller Welfare PlansPlan”) that will provide welfare benefits in effect prior to WRECO Employees the Closing for all reimbursement Claims (such as medical and any dependents and beneficiaries thereof). Parent shalldental Claims) for expenses incurred, and for all non-reimbursement Claims (such as life insurance Claims) incurred, while covered under such plans by Transferred Employees and their dependents. Purchaser shall cause be responsible in accordance with the Parent Subsidiaries toapplicable Purchaser Welfare Plans for all reimbursement Claims (such as medical and dental Claims) for expenses incurred, and for all non-reimbursement Claims (Asuch as life insurance Claims) waive all limitations as to pre-existing conditionsincurred, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the WRECO by Transferred Employees and their dependents and beneficiaries while covered 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 and the WRECO Subsidiaries shall not assume any Liability with respect to such Welfare Benefit Claims, except that WRECO shall assume Liability for such Welfare Benefit Claims to the extent required by applicable Law or to the extent such Welfare Benefit Claims (A) are incurred under any WRECO Benefit Plan or (B) are insured under an insurance policy in respect of which (1) WRECO or any WRECO Subsidiary (or, as of the Effective Time, Parent or any Parent Subsidiary) becomes the beneficiary or (2) a WRECO Employee (or any dependent or beneficiary thereof) is the beneficiary and such insurance policy transfers with such WRECO Employee pursuant to applicable Law to WRECO or any WRECO Subsidiary as of the Distribution Date or to Parent or any Parent Subsidiary as of the Effective Time. WRECO and the WRECO Subsidiaries shall be liable for payment of all Welfare Benefit Claims incurred on or after the Distribution Date with respect to any WRECO Employee (or any dependent or beneficiary thereof) and, from and after the Effective Time, Parent shall, and shall cause the Parent Subsidiaries to, cause all such Welfare Benefit Claims to be assumed by and administered under the New Purchaser Welfare Plans. For purposes of the foregoingthis Section 6.01(f)(ii), a claim Claim shall be deemed to be incurred as follows: (iA) life, accidental death and dismemberment, and business travel accident insurance benefits and long-term disability benefits, upon the death, disability death or accident giving rise to such benefits, benefits and (iiB) health, dental and or prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, and (iii) non-occupational short-term disability benefits, upon the initiation of any claim for such benefit payment. (iv) From and after the Distribution Date, Weyerhaeuser shall retain Liability for all claims for payment of all claims for workers compensation benefits that are incurred prior to the Distribution Date with respect to any WRECO Employee, except that WRECO shall assume Liability for such claims to the extent required by applicable Law or to the extent such claims relate to any WRECO Benefit Plan. WRECO and the WRECO Subsidiaries shall be liable for payment of all claims for workers compensation benefits that are incurred on or after the Distribution Date with respect to any WRECO Employee. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and following the Distribution Date, the claim shall be the joint Liability of Weyerhaeuser, on the one hand, and WRECO (and, effective as of the Effective Time, Parent), on the other hand, and shall be equitably apportioned between such parties based upon the relative periods of time that the Workers Compensation Event transpired preceding and following the Distribution Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (KMG Chemicals Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!