Common use of COBRA and HIPAA Compliance Clause in Contracts

COBRA and HIPAA Compliance. (a) IAC shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the IAC Health and Welfare Plans with respect to IAC Employees and Former IAC Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the IAC Health and Welfare Plans at any time before, on or after the Effective Time. (b) Until December 31, 2008, IAC shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the IAC Health and Welfare Plans with respect to SpinCo Employees and Former SpinCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the IAC Health and Welfare Plans at any time through December 31, 2008. (c) On and after January 1, 2009, TM or another TM Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the TM Health and Welfare Plans and/or the IAC Health and Welfare Plans with respect to TM Employees and Former TM Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the TM Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. (d) On and after January 1, 2009, Interval or another Interval Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Interval Health and Welfare Plans and/or the IAC Health and Welfare Plans with respect to Interval Employees and Former Interval Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Interval Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. (e) On and after January 1, 2009, HSN or another HSN Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the HSN Health and Welfare Plans and/or the IAC Health and Welfare Plans with respect to HSN Employees and Former HSN Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the HSN Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. (f) On and after January 1, 2009, Tree or another Tree Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Tree Health and Welfare Plans and/or the IAC Health and Welfare Plans with respect to Tree Employees and Former Tree Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Tree Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. The Parties hereto agree that the consummation of the transactions contemplated by this Agreement and the Separation Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

COBRA and HIPAA Compliance. (a) IAC AT&T shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the IAC AT&T Health and Welfare Plans with respect to IAC Broadband Transferees and Broadband Employees and Former IAC Employees (if any) and their covered dependents who incur a COBRA qualifying event or loss of coverage under the IAC AT&T Health and Welfare Plans at any time before, on or before the Close of the Distribution Date. Effective Immediately after the Effective Time. (b) Until December 31Distribution Date, 2008, IAC AT&T and the Communications Services Entities shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the IAC AT&T Health and Welfare Plans with respect to SpinCo Employees and Former SpinCo AT&T Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the IAC AT&T Health and Welfare Plans at any time through December 31after the Close of the Distribution Date. Effective Immediately after the Distribution Date, 2008. (c) On and after January 1, 2009, TM AT&T Broadband or another TM Broadband Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the TM Health and Welfare Plans and/or the IAC Broadband Health and Welfare Plans with respect to TM Broadband Employees and Former TM Employees Broadband Transferees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the TM Health and Welfare Plans and/or the IAC Broadband Health and Welfare Plans at any time before, on or after the Effective Time. (d) On and after January 1, 2009, Interval or another Interval Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions Close of the Interval Health Distribution Date. AT&T shall assume or retain all Liabilities and Welfare Plans and/or the IAC Health and Welfare Plans obligations under COBRA with respect to Interval Employees any individual whose employment with an AT&T Entity terminated prior to the Close of the Distribution Date and Former Interval Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Interval Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. (e) On and after January 1, 2009, HSN whose last employment with an AT&T Entity was not with AT&T Broadband or another HSN Broadband Entity. AT&T Broadband or another applicable Broadband Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, assume or retain all Liabilities and the corresponding provisions of the HSN Health and Welfare Plans and/or the IAC Health and Welfare Plans obligations under COBRA with respect to HSN any individual whose employment with an AT&T Entity terminated prior to the Close of the Distribution Date and whose last employment with an AT&T Entity was with AT&T Broadband or another Broadband Entity. Long-Term Care; Direct Pay Arrangements. As of the Close of the Distribution Date, AT&T shall retain all Liabilities relating to the AT&T Long-Term Care Plan for Management Employees and Former HSN the AT&T Long-Term Care Plan for Occupational Employees and their shall take, or cause its third-party vendor or insurer to take, all such actions as are or may be reasonably necessary to enable any Broadband Transferee or Broadband Employee (if any) and his or her eligible family members covered dependents who incur under either the AT&T Long-Term Care Plan for Management Employees or the AT&T Long-Term Care Plan for Occupational Employees as of the Distribution Date to continue such coverage on a COBRA qualifying event or loss of coverage under the HSN Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or direct pay basis after the Effective Time. (f) On and after January 1, 2009, Tree or another Tree Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions Close of the Tree Health and Welfare Plans and/or the IAC Health and Welfare Plans with respect to Tree Employees and Former Tree Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Tree Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. The Parties hereto agree that the consummation of the transactions contemplated by this Agreement and the Separation Agreement shall not constitute a COBRA qualifying event for any purpose of COBRADistribution Date.

COBRA and HIPAA Compliance. (a) IAC AT&T shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the IAC AT&T Health and Welfare Plans with respect to IAC Broadband Transferees and Broadband Employees and Former IAC Employees (if any) and their covered dependents who incur a COBRA qualifying event or loss of coverage under the IAC AT&T Health and Welfare Plans at any time before, on or before the Close of the Distribution Date. Effective Immediately after the Effective Time. (b) Until December 31Distribution Date, 2008, IAC AT&T and the Communications Services Entities shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the IAC AT&T Health and Welfare Plans with respect to SpinCo Employees and Former SpinCo AT&T Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the IAC AT&T Health and Welfare Plans at any time through December 31after the Close of the Distribution Date. Effective Immediately after the Distribution Date, 2008. (c) On and after January 1, 2009, TM AT&T Broadband or another TM Broadband Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the TM Health and Welfare Plans and/or the IAC Broadband Health and Welfare Plans with respect to TM Broadband Employees and Former TM Employees Broadband Transferees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the TM Health and Welfare Plans and/or the IAC Broadband Health and Welfare Plans at any time before, on or after the Effective Time. (d) On and after January 1, 2009, Interval or another Interval Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions Close of the Interval Health Distribution Date. AT&T shall assume or retain all Liabilities and Welfare Plans and/or the IAC Health and Welfare Plans obligations under COBRA with respect to Interval Employees any individual whose employment with an AT&T Entity terminated prior to the Close of the Distribution Date and Former Interval Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Interval Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. (e) On and after January 1, 2009, HSN whose last employment with an AT&T Entity was not with AT&T Broadband or another HSN Broadband Entity. AT&T Broadband or another applicable Broadband Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, assume or retain all Liabilities and the corresponding provisions of the HSN Health and Welfare Plans and/or the IAC Health and Welfare Plans obligations under COBRA with respect to HSN Employees any individual whose employment with an AT&T Entity terminated prior to the Close of the Distribution Date and Former HSN Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the HSN Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. (f) On and after January 1, 2009, Tree whose last employment with an AT&T Entity was with AT&T Broadband or another Tree Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Tree Health and Welfare Plans and/or the IAC Health and Welfare Plans with respect to Tree Employees and Former Tree Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the Tree Health and Welfare Plans and/or the IAC Health and Welfare Plans at any time before, on or after the Effective Time. The Parties hereto agree that the consummation of the transactions contemplated by this Agreement and the Separation Agreement shall not constitute a COBRA qualifying event for any purpose of COBRABroadband Entity.