Common use of Certain Welfare Plan Matters Clause in Contracts

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. 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 Purchaser 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 covered by a welfare benefit plan maintained by Seller or its Affiliates immediately prior to the Closing Date, or their dependents or beneficiaries, beneficiaries under any similar welfare benefit plans maintained by Buyer or its Affiliates plans, as defined in Section 3(I) of ERISA, in which such Transferred U.S. Employees may be eligible to participate (except other than to the extent that such a waiting period, exclusion or limitation was in effect applicable under Seller Benefit Plans and had not been satisfied under the Benefit Plan in which such employee, dependent or beneficiary was eligible to participate immediately Assumed Plans 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) Purchaser shall provide or cause to provide be provided that any costs or expenses incurred by the Transferred U.S. Employees and any former employee of the Business or of the L Tape Product Line receiving COBRA continuation coverage or any similar continuation coverage applicable to Non-EU Business 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, Date shall be specifically applied for purposes of satisfying any similar applicable 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 Purchaser shall be responsible under the its 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 at any time after the date they become Transferred U.S. EmployeesClosing Date. Seller shall remain responsible for any welfare claims incurred by Business Employees prior to the Closing Date under Seller Benefit Plans and any medical insurance benefit claim incurred prior to the Closing Date under any Assumed Plan or Foreign Plan. For the avoidance of doubt “medical insurance benefit claims” shall not include claims for workers compensation benefits, short-term disability benefits, sick pay benefits, or supplemental pay benefits. A claim shall be deemed incurred when the service is performed for medical claims and when a hospital stay commences for hospitalization.

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 plan, in which Transferred Continuing U.S. Employees, Employees and their respective spouses and dependentsspouses, who meet dependents or other beneficiaries shall be eligible to participate (the eligibility criteria thereof may participate“Buyer Welfare Plans”). Following the Closing Date, the Buyer shall use, or shall cause its Affiliates to use, its commercially reasonable efforts ensure that (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 Continuing U.S. Employees covered by a welfare benefit plan Welfare Plans maintained by Seller the Sellers, Sold Companies, the Sold Subsidiaries or its their Affiliates immediately prior to the Closing DateDate (the “Seller Welfare Plans”), or their spouses, dependents or other 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 periodWelfare Plans, 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 Continuing U.S. Employees (and their respective spouses, dependents and beneficiaries) other beneficiaries under the Benefit 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 any such welfare benefit plansthe Buyer Welfare Plans, subject to the Sellers’ providing the Buyer with a list, by Continuing U.S. Employee, of amounts paid under the Seller Welfare Plans during the plan year in which Closing occurs. Except as provided in Section 9.01(b), Section 9.01(h) or Section 9.01(j), The Buyer shall be responsible liable under the employee welfare benefit plans of Buyer or an Affiliate of Buyer Welfare Plans for all amounts payable by reason of claims incurred by Transferred the Continuing U.S. Employees and their eligible spouses, dependents and other beneficiaries on and after the date they become Transferred Continuing U.S. Employees.

Certain Welfare Plan Matters. Effective as of the Closing Date, Buyer Purchaser shall maintain or cause its Affiliates to maintain Welfare Plans, including a group health plan plan, in which Transferred Continuing U.S. Employees, Employees and their respective spouses and dependentsspouses, who meet dependents or other beneficiaries shall be eligible to participate (the eligibility criteria thereof may participate“Purchaser Welfare Plans”). Following the Closing Date, Buyer Purchaser shall use, or shall cause its Affiliates to use, its use commercially reasonable efforts (i) to ensure that (a) 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 Continuing U.S. Employees covered by a welfare benefit plan maintained by Seller or its Affiliates immediately prior to the Closing DateBenefit Plans, or their spouses, dependents or other 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 DatePurchaser Welfare Plans, 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(b) and (ii) to provide that any costs or expenses incurred by the Transferred Continuing U.S. Employees (and their respective spouses, dependents and beneficiaries) other 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 plansthe Purchaser Welfare Plans. Except as provided in Section 9.01(b), Section 9.01(h) or Section 9.01(j), Buyer Purchaser shall be responsible liable under the employee welfare benefit plans of Buyer or an Affiliate of Buyer Purchaser Welfare Plans for all amounts payable by reason of claims incurred by Transferred the Continuing U.S. Employees and their eligible spouses, dependents and other beneficiaries on and after the date they become Transferred Continuing U.S. Employees.

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 (i) Purchaser shall use, or shall cause its Affiliates to use, its use 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 Domestic 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, beneficiaries under any similar welfare benefit plans maintained by Buyer or its Affiliates in which such Domestic Transferred U.S. Employees may be eligible to participate (except to the extent that such waiting periods, exclusions and limitations did not apply under a waiting period, exclusion or limitation was in effect and had not been satisfied under the corresponding Benefit Plan in which such employee, dependent or beneficiary was eligible to participate the applicable Domestic Transferred Employee participated as of immediately prior to the Closing DateClosing, 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) Purchaser shall provide or cause to provide be provided that any costs or expenses incurred by the any Domestic Transferred U.S. Employees (and their respective dependents and or beneficiaries) under the any health and dental Benefit Plans with respect to in the plan calendar year that includes in which the Closing DateDate occurs, up to (and including) the Closing Date, shall be specifically applied taken into account for purposes of satisfying any similar applicable 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 Seller’s Affiliates shall be responsible retain responsibility under the their employee welfare benefit plans of Buyer or an Affiliate of Buyer for all amounts payable by reason of claims incurred by any Domestic Transferred U.S. Employees and their eligible spouses and dependents incurred on or prior to the Closing Date, and beneficiaries Purchaser shall be responsible under its employee welfare benefit plans for all amounts payable by reason of claims by such employees and their eligible spouses and dependents incurred after the Closing Date. Claims shall be deemed incurred upon the date they become Transferred U.S. Employeesof the event, occurrence or circumstance giving rise to the claim.