Certain Welfare Plan Matters. Effective as of the Closing Date, Buyer shall maintain or cause its Affiliates to maintain a group health plan in which Transferred U.S. Employees, and their respective spouses and dependents, who meet the eligibility criteria thereof may participate. Following the Closing Date, Buyer shall use, or shall cause its Affiliates to use, its commercially reasonable efforts (i) to ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Transferred U.S. Employees covered by a welfare benefit plan maintained by Seller or its Affiliates immediately prior to the Closing Date, or their dependents or beneficiaries, under any similar welfare benefit plans maintained by Buyer or its Affiliates in which such Transferred U.S. Employees may be eligible to participate (except to the extent that such a waiting period, exclusion or limitation was in effect and had not been satisfied under the Benefit Plan in which such employee, dependent or beneficiary was eligible to participate immediately prior to the Closing Date, and without regard to any such waiting period, exclusion or limitation that applies solely to employees who do not elect welfare benefit plan coverage upon initial eligibility for the plan) and (ii) to provide that any costs or expenses incurred by the Transferred U.S. Employees (and their respective dependents and beneficiaries) under the Benefit Plans with respect to the plan year that includes the Closing Date, up to (and including) the Closing Date, shall be specifically applied for purposes of satisfying any similar deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans. Except as provided in Section 9.01(b), Section 9.01(h) or Section 9.01(j), Buyer shall be responsible under the employee welfare benefit plans of Buyer or an Affiliate of Buyer for all amounts payable by reason of claims incurred by Transferred U.S. Employees and their eligible dependents and beneficiaries after the date they become Transferred U.S. Employees.
Certain Welfare Plan Matters. Following the Closing, (i) Purchaser shall ensure that no limitations or exclusions as to pre-existing conditions, evidence of insurability or good health or waiting periods, actively-at-work exclusions or other limitations or restrictions on coverage are applicable to any Transferred Employee or his or her spouse or dependent under any employee welfare benefit plans of Purchaser or its Affiliates in which the Transferred Employees may be eligible to participate, and (ii) Purchaser shall provide or cause to be provided that any costs or expenses incurred by the Transferred Employees and any former employee of the Business receiving COBRA continuation coverage (and their respective spouses and dependents) up to and including the Closing Date shall be taken into account for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under such benefit plans of Purchaser, or its Affiliates. TyCom or its Affiliate shall retain responsibility under its employee welfare benefit plans for all amounts payable by reason of claims reported or submitted by Transferred Employees and their eligible spouses and dependents prior to the Closing Date, and Purchaser or its Affiliate shall be responsible under its employee welfare benefit plans for all amounts payable by reason of claims reported or submitted by Transferred Employees and their eligible spouses and dependents on or after the Closing Date.
Certain Welfare Plan Matters. Specifically, and not in limitation of Section 8.04(a), Seller and BioScrip shall be solely responsible for compliance with the requirements of COBRA, including, without limitation, the provisions of continuation coverage with respect to all Business Employees and their spouses and dependents for whom a qualifying event occurs on or prior to the Effective Time. The Buyers shall be solely responsible for compliance with the requirements of COBRA, including, without limitation, the provisions of continuation coverage with respect to all Transferred Employees and their spouses and dependents, for whom a qualifying event occurs after the Effective Time. For purposes of this Section 8.04(b), the terms “continuation coverage” and “qualifying event” shall have the meanings ascribed to them in COBRA.
Certain Welfare Plan Matters. Following the Closing Date, to the extent permitted by Law and the terms of the applicable Benefit Plan, Purchaser shall use its best efforts (i) to ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Transferred Employees or their dependents or beneficiaries under any welfare benefit plans in which such Transferred Employees may be eligible to participate and (ii) to provide or cause to be provided that any costs or expenses incurred by the Transferred Employees (and their respective dependents and beneficiaries) up to (and including) the Closing Date shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans.
Certain Welfare Plan Matters. Effective as of the Closing Date, the Buyer shall maintain or cause its Affiliates to maintain Welfare Plans, including a group health plan, in which Transferred U.S. Employees and Transferred Canadian Employees, and their respective spouses, dependents or other beneficiaries, shall be eligible to participate (the “Buyer Welfare Plans” and, together with the Buyer Retirement Plans and the Buyer Cafeteria Plan, in each case on customary terms, the “Buyer Benefit Plans”). Following the Closing Date, the Buyer shall use reasonable best efforts to ensure that (i) no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Transferred U.S. Employees and Transferred Canadian Employees covered by Welfare Plans maintained by the Sellers, Sold Companies, the Sold Subsidiaries or their respective Subsidiaries immediately prior to the Closing Date (the “Seller Welfare Plans”), or their spouses, dependents or other beneficiaries, under any similar Buyer Welfare Plans, and (ii) any costs or expenses incurred by the Transferred U.S. Employees and Transferred Canadian Employees (and their spouses, dependents and other beneficiaries) under the Seller Welfare Plans with respect to the plan year that includes the Closing Date, up to (and including) the Closing Date, shall be specifically applied for purposes of satisfying any similar deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under the Buyer Welfare Plans. The Sellers and their Subsidiaries shall be liable under the Seller Welfare Plans for all amounts payable by reason of claims incurred by the Transferred U.S. Employees and Transferred Canadian Employees and their eligible spouses, dependents and other beneficiaries prior to the date they become Transferred U.S. Employees and Transferred Canadian Employees (except to the extent payable under the Assumed Plans and the Multiemployer Plans), and the Buyer and the Buyer’s Affiliates, as applicable, shall be liable under the Buyer Welfare Plans for all amounts payable by reason of claims incurred by the Transferred U.S. Employees and Transferred Canadian Employees and their eligible spouses, dependents and other beneficiaries on and after the date they become Transferred U.S. Employees and Transferred Canadian Employees. A health benefit claim shall be considered incurred on the da...
Certain Welfare Plan Matters. Effective as of the Closing Date, the Buyer shall maintain or cause its Affiliates to maintain Welfare Plans, including a group health plan, in which Transferred U.S. Employees, Transferred Canadian Employees and their spouses, dependents or other beneficiaries, who meet the eligibility criteria thereof immediately may participate (the “Buyer Welfare Plans”). To the extent allowable by Law, following the Closing Date, the Buyer shall ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Transferred U.S. Employees or Transferred Canadian Employees covered by Welfare Plans maintained by the Sellers or their Affiliates immediately prior to the Closing Date (the “Seller Welfare Plans”), or their spouses, dependents or other beneficiaries, under any similar Buyer Welfare Plans. The Buyer shall be liable under the Buyer Welfare Plans for all amounts payable by reason of claims incurred by the Transferred U.S. Employees, Transferred Canadian Employees and their eligible spouses, dependents and other beneficiaries on and after the date they become Transferred Employees.
Certain Welfare Plan Matters. Following the Closing Date, Purchaser shall use its best efforts (i) to ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Transferred Employees or their dependents or beneficiaries under any welfare benefit plans in which such Transferred Employees may be eligible to participate and (ii) to provide or cause to be provided that any costs or expenses incurred by the Transferred Employees (and their respective dependents and beneficiaries) up to (and including) the Closing Date shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such welfare benefit plans. Purchaser shall be responsible under its employee welfare benefit plans for all amounts payable by reason of claims incurred by Transferred Employees and their eligible dependents and beneficiaries after the Closing Date.
Certain Welfare Plan Matters. Following the Closing, Parent shall use commercially reasonable efforts to (i) ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Continuing Employees or their dependents or beneficiaries under any welfare benefit plans in which such employees or their dependents or beneficiaries may be eligible to participate following the Closing; and (ii) provide or cause to be provided that any costs or expenses incurred previously by Continuing Employees (and their dependents or beneficiaries) during any plan year in which such Continuing Employees (and their dependents or beneficiaries) commence participation under any other welfare plans shall be taken into account for purposes of satisfying applicable deducible, co-payment, coinsurance, maximum out-of- pocket provisions and like adjustments or limitations on coverage under any such other welfare benefit plans for which participation commences during any plan year.
Certain Welfare Plan Matters. Following the Closing Date or the applicable Separate Transfer Date, as applicable, the Buyer shall or shall cause one of its Affiliates to use commercial reasonably efforts to ensure that, to the extent permitted by applicable Law: (i) no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Transferred Employees covered by Buyer Benefit Plans providing medical, prescription drug, dental or vision benefits (“Buyer Welfare Plans”) to the extent such waiting periods, exclusions or limitations did not apply or were satisfied under any similar Seller Benefit Plans providing medical, prescription drug, dental or vision benefits (“Seller Welfare Plans”) and (ii) any costs or expenses incurred by the Transferred Employees (and their spouses, dependents and other beneficiaries) under the Seller Welfare Plans with respect to the plan year that includes the Closing Date or the applicable Separate Transfer Date, as applicable, up to (and including) the Closing Date or the applicable Separate Transfer Date, as applicable, shall be specifically applied for purposes of satisfying any similar deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under the Buyer Welfare Plans.
Certain Welfare Plan Matters. Following the Closing Date, Purchaser shall use its best efforts (i) to ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Transferred Business Employees or their dependents or beneficiaries under any welfare benefit plans in which such Transferred Business Employees may be eligible to participate.
