COBRA Liability. An event has occurred (as determined by the Required Lenders in good faith) that would causes Borrower or any of its ERISA Affiliates to become a "successor employer" under COBRA and the regulations thereunder with respect to any employee welfare benefit plan of any member of the Controlled Group other than the Borrower or its ERISA Affiliates' employee welfare benefit plans and the Borrower is reasonably likely to have liability in excess of $5,000,000 in the aggregate in connection therewith.
COBRA Liability. Seller agrees to provide any and all continuation coverage to Employees (other than Retained Employees) and their qualified beneficiaries (as defined in Section 4980B(g)(1) of the Code) that may be required under Section 4980B of the Code or Part 6 of Title I of ERISA as a result of any events that occur on or prior to the Closing Date, including the consummation of the transactions contemplated by this Agreement.
COBRA Liability. A Seller Welfare Plan shall, as applicable, become or remain solely responsible and liable for satisfying the continuation coverage requirements for group health plans under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code ("COBRA") for each Employee or former Employee who is receiving COBRA continuation coverage as of the Closing Date and for each Employee or former Employee (including Transferred Employees, to the extent applicable) who is entitled to elect such coverage on account of a qualifying event occurring on or before the Closing Date. Buyer and the Surviving Corporation shall not have any liability for satisfying such COBRA obligations for such Employees and former Employees.
COBRA Liability. Buyer agrees that Buyer shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code and the regulations thereunder for all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulation Section 54.4980B-9 with respect to any group health plan of any Seller; provided, however that in no event shall this clause (e) be construed to impose any obligation on Buyer to provide health benefits in excess of those required under Section 4980B of the Code and the regulations thereunder with respect to such M&A qualified beneficiaries. Buyer shall cause one or more of its group health plans to send COBRA eligibility notices to any “M&A qualified beneficiaries”, to the extent such individuals have been identified on the Benefits List, at the last known mailing address for such individuals as set forth on such Benefits List (it being acknowledged and agreed that Sellers shall, at least three (3) Business Days prior to the Closing Date, provide to Buyer Books and Records containing the names and last known mailing addresses of all such M&A qualified beneficiaries, the group health plans of any Seller under which each such individual is covered, and the date of, and description of, the qualifying event for which COBRA eligibility applies to such individual).
COBRA Liability. 35 5.14 No Actions Inconsistent With Tax-Free Reorganization............................ 35 5.15 Net Assets...................................................................... 35 -ii- TABLE OF CONTENTS (continued)
COBRA Liability. To the extent Seller retains any employees and --------------- continues to maintain group health plans after the Closing Date, the Seller agrees to provide any M&A Qualified Beneficiary (as defined in Proposed Treasury Regulation (S) 54.4980B-10 QA 4(a)) and any COBRA qualified beneficiary, currently receiving COBRA benefits, with required COBRA benefits.
COBRA Liability. 13 5.11. Further Assurances..................................................13 ARTICLE VI. CONDITIONS.......................................................14 6.1. Conditions Precedent to Obligations of Buyer to Close................14 6.2. Condition Precedent to Obligations of Seller to Close................14
COBRA Liability. Seller agrees that following the Closing, Buyer is not responsible for any continuation of medical coverage obligations that may arise under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA").
COBRA Liability. Seller shall remain responsible under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), by reason of any qualifying event which occurs on or prior to the Effective Date with respect to employees of Seller and its Affiliates, or beneficiaries or dependents thereof.
COBRA Liability. Buyer shall permit all COBRA eligible persons of Seller as of the Closing Date to remain participants under the Assigned Benefit Plans if they so chose after the Closing. Seller shall be solely responsible and liable for all notices to such persons required under applicable Legal Requirements, and the consequences for any failure to give such notices. Seller shall reimburse, indemnify and hold Buyer harmless from any and all claims, liabilities, obligations, costs or expenses (including without limitation reasonable attorneys fees, court costs and other expenses of litigation) arising out of or relating to any such COBRA eligible person (including any employee of Pensar who does not become a Transferred Employee or the dependants of any such employee) remaining in any Assigned Benefit Plan after the Closing Date, including without limitation the costs or expenses of Buyer resulting from any such person being refused stop-loss coverage under Buyer’s own employee benefit plans should Buyer desire to terminate any of the Assigned Benefit Plans and enroll Seller’s former employees into Buyer’s employee benefit plans, and the Basket shall not be applicable to such indemnification.
