COBRA Liabilities Clause Samples
COBRA Liabilities. To the extent required by Law, Seller Parties agree that they will timely provide all notices and any continuation of health benefit coverage required to be provided to any employees of any Seller Party (including former employees), or the beneficiaries or dependents of such employees (including former employees), under Part 6 of Subtitle B of Title I of ERISA or Section 4980B(f) of the Internal Revenue Code (herein collectively referred to as “COBRA”), to the extent such notices and continuation of health benefit coverage are required to be provided by any Seller Party by reason of events occurring prior to the Effective Time or by reason of the transactions contemplated by this Agreement. For the purposes of the foregoing, Seller Parties agree that they will treat all employees (and such employees’ beneficiaries and dependents) as of the Closing Date as having incurred a “qualifying event” (within the meaning of ERISA Section 603 and Internal Revenue Code Section 4980B(f)(3)) on the Closing Date.
COBRA Liabilities. Seller shall be responsible for providing notices and coverage under COBRA to any Plant Employee (and his or her qualified beneficiaries) as to whom a “qualifying event” (as defined in Section 4980B of the Code) has occurred on or prior to the Closing Date (including qualifying events that occur in connection with the transactions contemplated by this Agreement). Buyer shall be responsible for providing notices and coverage under COBRA to any Continuing Employee (and his or her qualified beneficiaries) whose “qualifying event” occurs after the Closing Date.
COBRA Liabilities. The Target shall maintain a health plan and shall provide COBRA continuation coverage (as generally described in Section 4980B(f) of the Code to (i) those individuals currently receiving COBRA coverage, (ii) employees, former employees and Qualified Beneficiaries (as such term is defined under Section 4980B(g)(1) of the Code) who are in the COBRA election period but have not yet made a COBRA election but hereafter do make a timely COBRA election, and (iii) those employees who become M&A Qualified Beneficiaries (as such term is defined in Treasury Regulations Section 54.4980B-9 Q&A 4).
COBRA Liabilities. Seller shall be responsible for all costs relating to the continuation of health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) under Seller’s group health plans, with respect to present or former U.S. Business Employees who do not become New Buyer Employees. U.S. Buyer shall assume all liabilities for post-employment health coverage under COBRA solely with respect to the U.S. New Buyer Employees who participate in U.S. Buyer’s group health plans.
COBRA Liabilities. The Buyer Parties and Seller acknowledge that, with respect to the Hired Employees, the Hired Employees will, as a result of the transactions contemplated by this Agreement, be deemed to have a termination of employment for purposes of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and that any COBRA notices or coverages required to be given or made available to any Hired Employee shall be given or made exclusively by Seller. The Buyer Parties shall insure that all Hired Employees receive all health insurance coverage without lapse following Closing. Seller shall retain or assume responsibility for all employees of Seller, other than the Hired Employees, who experience a “qualifying event” within the meaning of Section 4980B(f)(3) of the Code which occurs at any time following the Closing Date.
COBRA Liabilities. The Company, and not the Seller, shall be liable for, and shall duly and timely pay, perform and discharge all COBRA Liabilities (as defined below in this Section 5.20(c)) to any person participating in COBRA through the Company as of the Closing Date. The term "COBRA Liabilities," as used herein, shall mean all liabilities and obligations with respect to medical claims incurred from and after the Closing Date with respect to the health care continuation of coverage requirements under Section 4980B of the Code and Sections 601-609 of ERISA.
COBRA Liabilities. Seller will be responsible for providing continuation coverage (within the meaning of ERISA) with respect to (i) any former employee of Seller and any other qualified beneficiary who as of the Closing is receiving or is eligible to receive such continuation coverage and (ii) any employee of Seller and any qualified beneficiary with respect to such employee, and Buyer will incur no premium or other expense for such coverage.
COBRA Liabilities. Effective as of the Closing Date, the Buyer shall assume the Seller's obligations with respect to the provision of notices, election periods and benefits pursuant to COBRA or any similar local Law in respect of all Continuing Union Employees and Continuing Management Employees who, as of the Closing Date, are receiving, entitled to receive or entitled to elect to receive continuation of group health plan coverage under COBRA or any similar local Law.
COBRA Liabilities. Purchaser or one of its Affiliates shall be responsible for satisfying the continuation coverage requirements of COBRA for all Transferred Employees and their qualified beneficiaries (“Post-Closing COBRA Liability”).