Common use of COBRA and HIPAA Clause in Contracts

COBRA and HIPAA. (a) Xenia (acting directly or through any other Xenia Entity) and the Xenia Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Xenia Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a Xenia Participant. Inland American (acting directly or through any other Inland American Entity) and the Inland American Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Inland American Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that Xenia shall reimburse Inland American to the extent of any Liability actually incurred by an Inland American Entity with respect thereto relating to an Inland American Participant who is a Former Xenia Employee. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Inland American Participant or any Xenia Participant (or any dependent or beneficiary thereof). (b) Xenia (acting directly or through any other Xenia Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Xenia Health and Welfare Plans with respect to Xenia Participants. Inland American (acting directly or through any other Inland American Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Inland American Health and Welfare Plans with respect to Inland American Participants.

COBRA and HIPAA. (a) Xenia Rightside (acting directly or through any other Xenia Rightside Entity) and the Xenia Rightside Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Xenia Rightside Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a Xenia Rightside Participant. Inland American Demand Media (acting directly or through any other Inland American Demand Media Entity) and the Inland American Demand Media Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Inland American a Demand Media Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that Xenia shall reimburse Inland American to the extent of any Liability actually incurred by an Inland American Entity with respect thereto relating to an Inland American Participant who is a Former Xenia Employee. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Inland American Demand Media Participant or any Xenia Rightside Participant (or any dependent or beneficiary thereof). (b) Xenia Rightside (acting directly or through any other Xenia Rightside Entity) shall be responsible for compliance with any certificate of creditable coverage or of other applicable requirements of HIPAA or Medicare applicable to the Xenia Rightside Health and Welfare Plans with respect to Xenia Rightside Participants. Inland American Demand Media (acting directly or through any other Inland American Demand Media Entity) shall be responsible for compliance with any certificate of creditable coverage or of other applicable requirements of HIPAA or Medicare applicable to the Inland American Demand Media Health and Welfare Plans with respect to Inland American Demand Media Participants.

COBRA and HIPAA. (a) Xenia SeaSpine (acting directly or through any other Xenia SeaSpine Entity) and the Xenia SeaSpine Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Xenia SeaSpine Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a Xenia SeaSpine Participant. Inland American Integra (acting directly or through any other Inland American Integra Entity) and the Inland American Integra Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Inland American Integra Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that Xenia SeaSpine shall reimburse Inland American Integra to the extent of any Liability actually incurred by an Inland American Integra Entity with respect thereto relating to an Inland American Integra Participant who is a Former Xenia SeaSpine Employee. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Inland American Integra Participant or any Xenia SeaSpine Participant (or any dependent or beneficiary thereof). (b) Xenia SeaSpine (acting directly or through any other Xenia SeaSpine Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Xenia SeaSpine Health and Welfare Plans with respect to Xenia SeaSpine Participants. Inland American Integra (acting directly or through any other Inland American Integra Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Inland American Integra Health and Welfare Plans with respect to Inland American Integra Participants.

COBRA and HIPAA. (a) Xenia Highlands (acting directly or through any other Xenia Highlands Entity) and the Xenia Highlands Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to all Xenia Highlands Participants (and their respective dependents and beneficiaries), in each case, who experience a COBRA qualifying event on or after the first date on which such individual qualifies as a Xenia Highlands Participant. Inland American InvenTrust (acting directly or through any other Inland American InvenTrust Entity) and the Inland American InvenTrust Health and Welfare Plans shall be solely responsible for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Inland American InvenTrust Participant (or a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that Xenia Highlands shall reimburse Inland American InvenTrust to the extent of any Liability actually incurred by an Inland American InvenTrust Entity with respect thereto relating to an Inland American InvenTrust Participant who is a Former Xenia Highlands Employee. Neither the consummation of the Distribution, any transfer of employment contemplated hereby, or any related transactions or events contemplated by the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes of COBRA with respect to any Inland American InvenTrust Participant or any Xenia Highlands Participant (or any dependent or beneficiary thereof). (b) Xenia Highlands (acting directly or through any other Xenia Highlands Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Xenia Highlands Health and Welfare Plans with respect to Xenia Highlands Participants. Inland American InvenTrust (acting directly or through any other Inland American InvenTrust Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Inland American InvenTrust Health and Welfare Plans with respect to Inland American InvenTrust Participants.

COBRA and HIPAA. Entergy shall retain or assume responsibility for providing any notices required under COBRA to Entergy Participants (a) Xenia exclusive of any Entergy Employee who, immediately before he or she commenced employment with a member of the Entergy Group, was employed by a member of the EquaGen Group), Enexus Participants (acting directly or through any other Xenia Entityexclusive of Enexus Transferred Employees) and the Xenia Health and Welfare Plans EquaGen Participants. Entergy shall be solely responsible otherwise retain or assume responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to all Xenia Entergy Participants and Enexus Participants (and their respective dependents and beneficiaries), in each case, exclusive of Enexus Transferred Employees) who experience a COBRA qualifying event under COBRA on or after before the first date Distribution Date, and EquaGen shall otherwise retain or assume responsibility, in respect of qualifying events under COBRA occurring on which such individual qualifies as a Xenia Participant. Inland American (acting directly or through any other Inland American Entity) and before the Inland American Health and Welfare Plans shall be solely responsible Distribution Date, for compliance with the health care continuation coverage requirements of COBRA with respect to each individual who is an Inland American Participant (EquaGen Participants, Enexus Transferred Employees, and any Entergy Employee who, immediately before he or she commenced employment with a dependent or beneficiary thereof) at the time such individual experiences a COBRA qualifying event, provided that Xenia shall reimburse Inland American to the extent of any Liability actually incurred by an Inland American Entity with respect thereto relating to an Inland American Participant who is a Former Xenia Employee. Neither the consummation member of the DistributionEntergy Group, any transfer was employed by a member of employment contemplated herebythe EquaGen Group. Entergy, Enexus and EquaGen shall retain or any related transactions or events contemplated by assume responsibility for compliance with the Separation Agreement, this Agreement or any other Ancillary Agreement shall constitute a COBRA qualifying event for purposes health care continuation coverage requirements of COBRA with respect to any Inland American Participant or any Xenia Participant (or any dependent or beneficiary thereof). (b) Xenia (acting directly or through any other Xenia Entity) to, respectively, Entergy Employees, Enexus Employees and EquaGen System Employees who experience a qualifying event under COBRA after the Distribution Date. Entergy shall be responsible for administering compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Xenia Health and Entergy Welfare Plans with respect to Xenia Participants. Inland American (acting directly or through any other Inland American Entity) shall be responsible for compliance with any certificate of creditable coverage or other applicable requirements of HIPAA or Medicare applicable to the Inland American Health Enexus Participants and Welfare Plans with respect to Inland American EquaGen Participants.