Common use of COBRA Obligations Clause in Contracts

COBRA Obligations. Within fifteen (15) business days after Closing, Seller shall take the necessary steps to assign to Buyer all insurance policies and agreements relating to Seller's group health and dental plans. If the above contracts are assigned to Buyer within such fifteen business day period, Buyer shall be solely responsible for providing any required notices under federal or state COBRA to all Seller employees (and their eligible dependents) whose employment with Seller has been terminated in connection with the contemplated transaction and who do not become Designated Employees. All eligible Seller employees (and their eligible dependents) who have terminated employment prior to Closing shall be eligible for COBRA coverage under Seller's existing medical insurance plan and , to the extent required by law, dental insurance plan; provided, however, that if Buyer assumes Seller's medical and dental plans, then Buyer will provide COBRA coverage to Seller employees (and their eligible dependents) as required by COBRA. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code, to provide continuation coverage to or with respect to all employees and former employees of Seller in accordance with Law with respect to any "QUALIFYING EVENT" occurring before the Closing. Seller agrees to pay and be liable to Buyer for and shall assume, indemnify, defend and hold harmless Buyer from and against any and all losses, damages, liabilities, Taxes, sanctions, interest and penalties, costs and expenses (including, without limitation, disbursements and reasonable legal fees incurred in connection therewith, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgement) imposed upon, incurred by, or assessed against Buyer arising by reason of or relating to any failure by Seller to comply with the continuation health care coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA, which failure occurred with respect to any current or prior employee of Seller or any qualified beneficiary of such employee before the Closing. Seller shall provide Buyer with copies of creditable coverage certificates provided to each Designated Employee on or prior to Closing in compliance with the Health Insurance Portability and Accountability Act of 1996, as amended.

COBRA Obligations. Within fifteen Effective as of a date not later than August 1, 2001, each otherwise covered Designated Employee employed by Buyer (15and their dependents) business days after Closing, Seller shall take the necessary steps be eligible to assign to Buyer all insurance policies and agreements relating to Seller's group health participate in medical and dental plans, life insurance, and disability insurance maintained by Buyer ("Buyer's Plans"). If During the above contracts are assigned period beginning on the Closing Date and ending immediately prior to Buyer within such fifteen business day period, Buyer shall be solely responsible for providing any required notices under federal or state COBRA to all Seller employees the date on which the Designated Employees (and their eligible dependents) whose employment become eligible to participate in Buyer's Plans in accordance with the preceding sentence, they shall remain eligible to participate in Seller's Benefit Plans providing medical and dental coverage to the same extent as immediately prior to the Closing Date at Seller's cost, provided, however, Buyer shall reimburse Seller has been terminated for the insurance premiums in connection with the contemplated transaction life insurance and who do not become the disability insurance for the Designated EmployeesEmployees through August 1, 2001. All eligible Seller employees The Designated Employees (and their eligible dependents) who have terminated employment prior shall not be required for calendar year 2001 to Closing shall be eligible satisfy any deductible, employee copayment, out of pocket maximum or similar requirement in Buyer's Plans to the extent of amounts previously credited for COBRA coverage such purposes under Seller's Benefit Plans. Any waiting periods, pre-existing medical insurance plan condition exclusions and , requirements to show evidence of good health contained in Buyer's Plans shall be waived with respect to the Designated Employees (and their dependents). Seller and Seller's Benefit Plans shall provide notices and continuation coverage to Designated Employees to the extent required by law, dental insurance plan; provided, however, that if Buyer assumes Seller's medical and dental plans, then Buyer will provide COBRA coverage to Seller employees (and their eligible dependents) as required by COBRA. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code, to provide continuation coverage to or Code and Sections 601 through 608 of ERISA in connection with respect to all employees and former employees such Designated Employees' termination of Seller in accordance employment with Law with respect to any "QUALIFYING EVENT" occurring before the ClosingSeller. Seller agrees to pay and be liable to Buyer for and shall assume, indemnify, defend and hold harmless Buyer from and against any and all losses, damages, liabilities, Taxes, sanctions, interest and penalties, costs and expenses (including, without limitation, disbursements and reasonable legal fees incurred in connection therewith, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgement) imposed upon, incurred by, or assessed against Buyer arising by reason of or relating to any failure by Seller (i) to comply with the continuation health care coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA, which failure occurred with respect to any current or prior employee of Seller or any qualified beneficiary of such employee before the Closing, or (ii) to provide continued medical and dental coverage for Designated Employees (and their covered dependents) on and after the Closing Date as provided in the second sentence of this Section 6.5. Seller shall provide Buyer with copies of creditable coverage certificates provided to each Designated Employee on or prior to Closing in compliance with the Health Insurance Portability and Accountability Act of 1996, as amended.

COBRA Obligations. Within fifteen (15) business days after Closing, Seller shall take the necessary steps to assign to Buyer all insurance policies and agreements relating to Seller's group health and dental plans. If the above contracts are assigned to Buyer within such fifteen business day period, U.S. Buyer shall be solely responsible for providing any required notices under federal or state COBRA to all Seller U.S. Seller’s employees (and their eligible dependents) whose employment with U.S. Seller has been terminated as of the U.S. Closing Date in connection with the contemplated transaction and who do not become U.S. Designated Employees. All eligible employees of U.S. Seller employees (and their eligible dependents) who have terminated employment prior to the U.S. Closing shall be eligible for COBRA coverage under U.S. Seller's ’s existing medical insurance plan and , to the extent required by lawLaw, dental insurance plan; provided, however, that if plan as assumed by U.S. Buyer assumes Seller's medical and dental plans, then Buyer will provide COBRA coverage to Seller employees (and their eligible dependentsunder Section 7.3(a) as required by COBRAabove. U.S. Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code, to provide continuation coverage to or with respect to all employees and former employees of U.S. Seller in accordance with Law with respect to any "QUALIFYING EVENT" “qualifying event” occurring before the U.S. Closing. U.S. Seller agrees to pay and be liable to U.S. Buyer for and shall assume, indemnify, defend and hold harmless U.S. Buyer from and against any and all losses, damages, liabilities, Taxes, sanctions, interest and penalties, costs and expenses (including, without limitation, including disbursements and reasonable legal fees incurred in connection therewith, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgementjudgment) imposed upon, incurred by, or assessed against U.S. Buyer arising by reason of or relating to any failure by U.S. Seller to comply with the continuation health care coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA, which failure occurred with respect to any current or prior employee of U.S. Seller or any qualified beneficiary of such employee before the U.S. Closing. In addition, if the aggregate cost of providing COBRA coverage to U.S. Seller’s qualified beneficiaries exceeds the amount of payment received by U.S. Buyer from U.S. Seller’s qualified beneficiaries pursuant to Code Regulation Section 54.4980B-8, then U.S. Seller shall provide agrees to indemnify U.S. Buyer with copies for the excess cost of creditable coverage certificates provided providing COBRA to each Designated Employee on or prior to Closing in compliance with the Health Insurance Portability and Accountability Act of 1996, as amendedsuch qualified beneficiaries.