Common use of COBRA Continuation Coverage Clause in Contracts

COBRA Continuation Coverage. Seller agrees and acknowledges that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part (the “Selling Group”) will continue to offer a group health plan to employees of Seller after the Closing Date and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage under COBRA to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and the Collateral Agreements (collectively, the “Seller M&A Qualified Beneficiaries”). Seller shall indemnify, defend and hold harmless Parent and Buyer for, from and against any and all claims, liabilities, losses, costs and expenses (including attorney’s fees) relating to, arising out of, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ Employee Plans, including any group health plans. Seller further agrees and acknowledges that in the event that the Selling Group ceases to provide any group health plan to any employee prior to the expiration of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Buyer with (i) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation), and (ii) all information necessary or appropriate for Buyer to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Date.

COBRA Continuation Coverage. Seller agrees Sellers agree and acknowledges acknowledge that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part or an entity that purchases more than a majority of the assets of the Sellers (the “Selling Group”) will continue to offer or otherwise ensure access to coverage under a U.S. group health plan to employees of Seller COBRA Beneficiaries after the Closing Date and, accordingly, that Seller and for any period necessary in order to fulfill all COBRA Related Liabilities and its health care continuation coverage obligations under this Section 6.7. Sellers and the Selling Group shall be solely responsible for providing continuation coverage under COBRA Continuation Coverage, including to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and in accordance with applicable Law, regardless of when their qualifying event occurs, for the Collateral Agreements (collectivelyduration of the period during which such individuals are eligible for such coverage, the “Seller M&A Qualified Beneficiaries”)or otherwise providing alternative coverage as permitted under applicable Law in lieu of such COBRA Continuation Coverage. Seller Sellers shall indemnifyuse Reasonable Best Efforts to ensure none of Buyer, defend and hold harmless Parent and any Member Firm or any Affiliate of Buyer foror a Member Firm, from and against nor their respective employee benefits plans are required to provide such COBRA Continuation Coverage or any and all claimsalternative coverage, liabilities, losses, costs and expenses (including attorney’s fees) relating tonor have any liability under COBRA, arising out ofbefore the Closing Date, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ any COBRA Beneficiary (other than any New Buyer Employee Plans, including (or his or her beneficiaries) subsequently covered or required to be covered under a U.S. group health plan maintained by Buyer). Nothing in this Section 6.7 shall restrict Seller from taking any action with respect to its U.S. group health plans. Seller further agrees and acknowledges that in the event that the Selling Group ceases to provide any group health plan to any employee prior , subject to the expiration applicable provisions of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Buyer with (i) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation)Bankruptcy Code and the Bankruptcy Rules, and (ii) all information necessary or appropriate for Buyer to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Dateobligations set forth in this Section 6.7.

COBRA Continuation Coverage. Seller agrees and acknowledges that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part (the “"Selling Group”") will continue to offer a group health plan to employees of Seller after the Closing Date and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage under COBRA to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and the Collateral Agreements (collectively, the “"Seller M&A Qualified Beneficiaries”"). Seller shall indemnify, defend and hold harmless Parent and Buyer for, from and against any and all claims, liabilities, losses, costs and expenses (including attorney’s 's fees) relating to, arising out of, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ ' Employee Plans, including any group health plans. Seller further agrees and acknowledges that in the event that the Selling Group ceases to provide any group health plan to any employee prior to the expiration of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Buyer with (i) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation), and (ii) all information necessary or appropriate for Buyer to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Date.

COBRA Continuation Coverage. Seller agrees and acknowledges the Seller Entities agree and acknowledge that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part (the “Selling Group”) will continue to offer a group health plan to employees of Seller after the Closing Date and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage under COBRA to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and the Collateral Agreements (collectively, the “Seller M&A Qualified Beneficiaries”). Seller and any Seller Entity shall indemnify, defend and hold harmless Parent and Buyer for, from and against any and all claims, liabilities, losses, costs and expenses (including attorney’s fees) relating to, arising out of, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ Employee Plans, including any group health plans. Seller and the Seller Entities further agrees agree and acknowledges acknowledge that in the event that the Selling Group ceases to provide any group health plan to any employee prior to the expiration of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Parent and Buyer with (ia) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation), and (iib) all information necessary or appropriate for Parent or Buyer to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Date.

COBRA Continuation Coverage. Seller agrees and acknowledges that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part (the “Selling Group”) will continue to offer a group health plan to employees of Seller Employees after the Closing Date and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage under COBRA to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and the Collateral Agreements (collectively, the “Seller M&A Qualified Beneficiaries”). Seller shall indemnify, defend and hold harmless Parent and Buyer Purchaser or its Affiliates, as the case may be, for, from and against any and all claims, liabilities, losses, costs and expenses (including attorney’s fees) relating to, arising out of, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ Employee Plans, including any group health plans. Seller further agrees and acknowledges that in the event that the Selling Group Seller ceases to provide any group health plan to any employee Employee prior to the expiration of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Buyer Purchaser or its Affiliates, as the case may be, with (ia) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation), and (iib) all information necessary or appropriate for Buyer Purchaser or its Affiliates, as the case may be, to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Date.

COBRA Continuation Coverage. Seller agrees and acknowledges that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part (the “Selling Group”) will continue to offer a group health plan to employees of Seller after the Closing Date and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and the Collateral Agreements (collectively, the “Seller M&A Qualified Beneficiaries”). Seller shall indemnify, defend and hold harmless Parent and Buyer for, from and against any and all claims, liabilities, losses, costs and expenses (including attorney’s fees) relating to, arising out of, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ Employee Plans, including any group health plans. Seller further agrees and acknowledges that in the event that the Selling Group ceases to provide any group health plan to any employee prior to the expiration of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Parent and Buyer with (ia) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation), and (iib) all information necessary or appropriate for Parent or Buyer to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Date.

COBRA Continuation Coverage. Seller agrees and acknowledges that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part (the “Selling Group”) will continue to offer a group health plan to employees of Seller after the First Closing Date and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and the Collateral Agreements (collectively, the “Seller M&A Qualified Beneficiaries”). Seller shall indemnify, defend and hold harmless Parent and Buyer for, from and against any and all claims, liabilities, losses, costs and expenses (including attorney’s fees) relating to, arising out of, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ Employee Plans, including any group health plans. Seller further agrees and acknowledges that in the event that the Selling Group ceases to provide any group health plan to any employee prior to the expiration of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Buyer with (ia) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation), and (iib) all information necessary or appropriate for Buyer to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Date.

COBRA Continuation Coverage. Seller agrees and acknowledges that the selling group (as defined in Treasury Regulation Section 54.4980B-9, Q&A-3(a)) of which it is a part (the “Selling Group”) will continue to offer a group health plan to employees of Seller Employees after the Closing Date and, accordingly, that Seller and the Selling Group shall be solely responsible for providing continuation coverage under COBRA to those individuals who are M&A qualified beneficiaries (as defined in Treasury Regulation Section 54.4980B-9, Q&A-4(a)) with respect to the transactions contemplated by this Agreement and the Collateral Agreements (collectively, the “Seller M&A Qualified Beneficiaries”). Seller shall indemnify, defend and hold harmless Parent and Buyer Purchaser or its Asset Purchase Agreement Execution Version Affiliates, as the case may be, for, from and against any and all claims, liabilities, losses, costs and expenses (including attorney’s fees) relating to, arising out of, or resulting from any and all COBRA obligations, liabilities and claims related to Seller M&A Qualified Beneficiaries and all other qualified beneficiaries (as defined in Code Section 4980B(g)(1)) with respect to Sellers’ Employee Plans, including any group health plans. Seller further agrees and acknowledges that in the event that the Selling Group Seller ceases to provide any group health plan to any employee Employee prior to the expiration of the continuation coverage period for all Seller M&A Qualified Beneficiaries (pursuant to Treasury Regulation Section 54.4980B-9, Q&A-8(c)), then Seller shall provide Buyer Purchaser or its Affiliates, as the case may be, with (ia) written notice of such cessation as far in advance of such cessation as is reasonably practicable (and, in any event, at least thirty (30) days prior to such cessation), and (iib) all information necessary or appropriate for Buyer Purchaser or its Affiliates, as the case may be, to offer continuation coverage to such Seller M&A Qualified Beneficiaries. Buyer will be responsible for providing continuation coverage under COBRA for Continuing Employees (and any individual who constitutes a qualified beneficiary under COBRA with respect to a Continuing Employee) which relates to a qualifying event occurring after the Closing Date.