Employee Welfare Benefit Plans. Except as disclosed on ------------------------------ Schedule 3.14, the Company does not maintain or contribute to any "employee ------------- welfare benefit plan" as such term is defined in Section 3(1) of ERISA. With respect to each such plan, (i) the plan is in material compliance with ERISA; (ii) the plan has been administered in accordance with its governing documents; (iii) neither the plan, nor any fiduciary with respect to the plan, has engaged in any "prohibited transaction" as defined in Section 406 of ERISA other than any transaction subject to a statutory or administrative exemption; (iv) except for the processing of routine claims in the ordinary course of administration, there is no material litigation, arbitration or disputed claim outstanding; and (v) all premiums due on any insurance contract through which the plan is funded have been paid.
Employee Welfare Benefit Plans. Each Continued Employee shall be eligible for participation in the employee welfare benefit plans of Buyer listed below subject to any eligibility requirements applicable to such plans (but not subject to any pre-existing conditions or exclusions except for the Wellx Xxxgo Long Term Care Plan) and shall enter each plan immediately following the Closing Date: Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Plans and Employee Programs to the Buyer's Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Buyer. Continued Employees shall receive credit for years of service to Seller (to the extent credited under the vacation and short-term disability programs of Seller) for the purpose of determining benefits under the Wellx Xxxgo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date shall be eligible for participation in the Wellx Xxxgo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the Closing; provided, however, that no Continued Employee who has an employment agreement with Buyer or Purchaser effective at the Closing Date shall be eligible to participate in the Wellx Xxxgo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefit.
Employee Welfare Benefit Plans. With respect to any Plan that is an employee welfare benefit plan, (i) no such Plan is unfunded or funded through a welfare benefits fund, as such term is defined in Section 419(e) of the Code and (ii) to the knowledge of Company, each such Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the Code, complies with the applicable requirements of Section 4980B(f) of the Code.
Employee Welfare Benefit Plans. Except with respect to any claim that is covered by an Assigned Contract or otherwise constitutes an Assumed Liability, Seller shall retain responsibility for all hospital, medical, life insurance, disability and other welfare plan expenses and benefits, and for all workers' compensation, unemployment compensation and other government mandated benefits (collectively referred to herein as "WELFARE TYPE PLANS"), in respect of claims covered by any Welfare Type Plans maintained by Seller and which are incurred by Purchaser's Employees and their dependents prior to the Closing Date. Purchaser shall be responsible for all claims incurred on or after the Closing Date by Purchaser's Employees and their dependents under all Welfare Type Plans that are maintained by Purchaser for Purchaser's employees generally and their dependents. For purposes of this SECTION 11.2, claims shall be deemed to have been incurred:
(a) with respect to all death or dismemberment claims, on the actual date of death or dismemberment;
(b) with respect to all disability claims, other than for short-term disability benefits, on the date the claimant became unable to
(i) perform his or her regular duties of employment, in the case of an employee claimant, or
(ii) perform the normal day-to-day responsibilities that would reasonably be expected of someone of similar age and lifestyle, in the case of a dependent claimant;
(c) with respect to short-term disability claims, the date the incident first occurred that gave rise to such claims;
(d) with respect to all medical, drug or dental claims, on the date the service was received or the supply was purchased by the claimant; PROVIDED, HOWEVER, that a medical claim relating to a claimant's hospitalization shall be deemed to be incurred on the date the claimant was first hospitalized; and
(e) with respect to workers' compensation claims, on the date the incident occurred.
Employee Welfare Benefit Plans. No Plan which is a medical, dental, health, disability, insurance or other plan or arrangement, whether oral or written, which constitutes an “employee welfare benefit plan” as defined in Section 3(1) of ERISA, has any unfunded accrued liability or provides benefits to former employees or retirees (except as may be required by COBRA).
Employee Welfare Benefit Plans. Buyer Parent and Parent acknowledge and agree that (i) Parent’s benefit plans shall be responsible for all liabilities and obligations for medical, dental, health and life insurance benefits pursuant to the terms of its and its Affiliates’ plans with respect to any claims incurred by Continuing Employees and their dependents on or before the Closing Date, whether or not reported as of the Closing Date, and (ii) Buyer Parent shall be responsible for all liabilities and obligations for medical, dental, health and life insurance benefits pursuant to the terms of its Employee Welfare Benefit Plans with respect to any claims incurred by Continuing Employees and their dependents after the Closing Date. For purposes of this Section 6.7(d), a claim shall be deemed to have been incurred upon the incurrence by a Continuing Employee or dependent of a qualified expense for which reimbursement or payment is sought. Buyer Parent shall cause the Acquired Entities and their insurers to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Continuing Employees under the Employee Welfare Benefit Plans in which such Continuing Employees may be eligible to participate following the Closing, other than waiting periods that are already in effect with respect to such Continuing Employees under Parent’s plans and that have not been satisfied as of the Closing Date under any Employee Welfare Benefit Plan of Parent or its Affiliates in which such Continuing Employees participate immediately prior to the Closing Date (but anyone who has not satisfied a waiting period will be credited under Buyer Parent’s plans for the individual’s period of employment with Parent), and (ii) provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Closing Date in the year in which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any Employee Welfare Benefit Plan in which such Continuing Employees are eligible to participate after the Closing Date, as if those deductibles or co-payments had been paid under the Employee Welfare Benefit Plans in which such Continuing Employees are eligible to participate for the year in which the Closing Date occurs. Following the Closing, Parent or its Affiliates shall provide eligible employees with health and life insurance benefits required to be provided under the Benefit ...
Employee Welfare Benefit Plans. Buyer shall assume and continue the Employee Welfare Benefit Plans (as defined in Section 3(1) of ERISA) maintained by Seller as of the Closing Date with respect to the Transferred Employees in accordance with the terms and conditions of this Section 6.3
Employee Welfare Benefit Plans. Each Transitioned Employee shall be eligible as of his or her Employment Effective Date to participate immediately in Supplier’s employee welfare benefit plans (“welfare plans”), which shall include medical care, hospitalization, life, accidental death and dismemberment, prescription drug, dental insurance benefits, short term disability and long term disability, to the extent such benefits are provided to similarly situated Supplier employees. Subject to the general comparability requirements of Section 8.2.1, eligibility for, the benefits of, and the amount, if any, of employee contributions toward welfare plan coverage will be determined by Supplier; provided, however, that each of Supplier’s welfare plans shall waive all pre-existing condition exceptions, evidence of insurability, exclusionary provisions and/or waiting periods for each such Transitioned Employee and any eligible spouse or covered dependents (except that proof of insurability may be required for life insurance coverage that exceeds the coverage amount such employee had with Kraft as of the Effective Date). In addition, any deductible amounts paid by any Transitioned Employee in the calendar year of his or her Employment Effective Date shall be applied toward any deductible requirement by Supplier’s group insurance program for the calendar year of his or her Employment.
Employee Welfare Benefit Plans. Buyer shall be responsible for establishing such Employee Welfare Benefit Plans (as defined in Section 3(1) of ERISA) for Transferred Employees as it determines to be appropriate. Buyer shall have no responsibility for any Employee Welfare Benefit Plan of Seller. Subject to Section 1.3 hereof, Seller shall remain responsible and liable for any acts or omissions by Seller with respect to such Employee Welfare Benefit Plans occurring prior to the Closing Date.
Employee Welfare Benefit Plans. Each Transitioned Employee shall be eligible as of his or her Employment Effective Date to participate immediately in Service Provider’s employee welfare benefit plans (“welfare plans”), which shall include medical care, hospitalization, life, accidental death and dismemberment, prescription drug, dental insurance benefits, short term disability and long term disability, to the extent such benefits are provided to similarly situated Service Provider employees. Subject to the general comparability requirements of Section 8.2(a), eligibility for, the benefits of, and the amount, if any, of employee contributions toward welfare plan coverage will be determined by Service Provider; provided, however, that each of Service Provider’s welfare plans shall (i) waive all pre-existing condition exceptions, evidence of insurability, exclusionary provisions and/or waiting periods for each such Transitioned Employee and any eligible spouse or covered dependents (except that, there may be some conditions that are covered under Allegheny’s health benefit plans that either are not covered or are covered in a different manner under the Electronic Data Systems Corporation Health Benefit Plan, and proof of insurability will be required for certain amounts of Group Universal Life coverage as specified in the applicable policies), and (2) grant credit for years of service to the extent applicable in accordance with Section 8.2(b). In addition, any deductible, co-insurance amounts, or out-of-pocket expenses paid by any Transitioned Employee in the calendar year of his or her Employment Effective Date shall be applied toward any deductible, co-insurance amounts or out-of-pocket expenses (unless such out-of-pocket expenses are to applied toward a co-payment) by Service Provider’s group insurance program for the calendar year of his or her Employment.
