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 Plans of Parent or its Affiliates as in effect on the date of this Agreement, in accordance with their terms, subject to Parent’s continuing right to modify, amend or terminate such plan at any time.
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Samples: Subscription Agreement and Plan of Merger (Proquest Co)
Employee Welfare Benefit Plans. (a) The Buyer Parent and Parent acknowledge and agree that (i) Parent’s benefit plans shall be responsible have responsibility for all liabilities Transferred Employees (and obligations for medical, dental, health and life insurance benefits pursuant to the terms of its and its Affiliates’ plans their present or former dependents) with respect to any claims incurred by Continuing Employees or reported under all hospital, medical, life insurance, disability and their dependents other Employee Welfare Benefit Plan expenses and benefits, and for all workers' compensation, unemployment compensation and other government mandated benefits (collectively referred to herein as "WELFARE TYPE PLANS") prior to or on or before after the Closing Date, whether . All liability for accrued but unpaid vacation of Transferred Employees or for vacation not reported taken as of the Closing Date shall be the responsibility of the Buyer. The Seller shall transfer to the Buyer all Welfare Type Plans and all associated funding vehicles (including but not limited to all trusts and insurance contracts) and take all actions necessary to effect such transfers from the Seller to the Buyer.
(b) Transferred Employees shall participate under the Buyer's Employee Welfare Benefit Plans as of the Closing Date, if any, without any waiting periods, without any evidence of insurability, and (ii) Buyer Parent shall be responsible for all liabilities and obligations for medical, dental, health and life insurance benefits pursuant without the application of any preexisting physical or mental condition restrictions except to the terms of its extent applicable under the Seller's Employee Welfare Benefit Plans with respect to any Plans, but counting 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 purposes of employment with Parent)applying deductibles, and (ii) provide each Continuing Employee with credit for any co-payments payments, out of pocket maximums, benefit maximums and deductibles paid prior to the like.
(c) The Buyer shall have sole responsibility for "continuation coverage" benefits payable on or after the Closing Date in under the year in which Seller's or the Closing Date occurs in satisfying any applicable deductible Buyer's group health plans to all Transferred Employees and "qualified beneficiaries" of Transferred Employees for whom a "qualifying event" has occurred whether before 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 coClosing. The phrases "CONTINUATION COVERAGE," "QUALIFIED BENEFICIARIES" and "QUALIFYING EVENT" shall have the meanings ascribed to them in Section 4980B of the Code and Sections 601-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 Plans 608 of Parent or its Affiliates as in effect on the date of this Agreement, in accordance with their terms, subject to Parent’s continuing right to modify, amend or terminate such plan at any timeERISA.
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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 On the Closing Date, whether the US Buyer or not reported as its Affiliates shall have in effect employee welfare benefit plans for the benefit 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 Company Continuing Employees on and their dependents after the Closing Date. For purposes of this Section 6.7(d)Any such employee welfare benefit plan will give effect, 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 in determining any deductible 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 maximum out-of-pocket requirements under any limitations, to amounts paid by such Company Continuing Employees with respect to similar Employee Welfare Benefit Plan Plans in which such Company Continuing Employees participated prior to the Closing Date. With respect to employee welfare benefit plans that provide health, dental, medical, life insurance, short-term disability, accidental death and dismemberment and other welfare benefits, Seller Parties shall retain responsibility for and continue to pay all plan expenses and benefits for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing provided such claims are eligible submitted for payment within three hundred sixty-five (365) days after the Closing Date (including expenses or hospital confinements existing on the Closing Date), in each case, to participate the extent the aggregate amount of any and all such claims and related expenses and benefits exceed the reserve therefor set forth on the Final Statement or is not otherwise recoverable by the Company under applicable insurance policies. Seller Parties shall have no responsibility for expenses and benefits relating to any such claims incurred by Company Continuing Employees after the Closing Date (including for pre-existing conditions) under employee welfare benefit plans sponsored by the US Buyer or its Affiliates after the Closing. The US Buyer shall be responsible for and pay all benefits due for each Company Continuing Employee with respect to claims incurred by such Company Continuing Employees or their covered dependents before the Closing (including expenses or hospital confinements existing on the Closing Date) to the extent such claims are submitted for payment more than three hundred sixty-five (365) days 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 Plans of Parent or its Affiliates as in effect on the date of this Agreement, in accordance with their terms, subject to Parent’s continuing right to modify, amend or terminate such plan at any time.
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Employee Welfare Benefit Plans. Buyer Parent and Parent acknowledge and agree that (i) Parent’s Purchaser shall, or shall cause the Company or its Affiliates to, sponsor employee welfare benefit plans shall be responsible for all liabilities and obligations for medical, dental, health and life insurance benefits pursuant to the terms benefit of its and its Affiliates’ plans with respect to any claims incurred by Continuing Employees on 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)Any such employee welfare benefit plan will give effect, a claim shall be deemed in determining any deductible and maximum out-of-pocket limitations, to have been incurred upon the incurrence amounts paid by a such 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 Employees with respect to participation and coverage requirements applicable to Continuing Employees under the similar 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 participated prior to the Closing Date. With respect to employee welfare benefit plans that provide health, dental, medical, life insurance, short-term disability, accidental death and dismemberment and other welfare benefits (other than with respect to long-term disability benefits and any benefits under an Employee Benefit Plan that are provided to pre-Closing retirees), (i) Seller shall retain responsibility for and continue to pay all plan expenses and benefits for each Continuing Employee with respect to claims incurred by such Continuing Employees or their covered dependents before the Closing provided such claims are submitted for payment within sixty (60) days after the Closing Date (but anyone who has not satisfied a waiting period will be credited under Buyer Parent’s plans for including expenses or hospital confinements existing on the individual’s period of employment with Parent), Closing Date) and (ii) provide Seller shall have no responsibility for expenses and benefits relating to claims incurred by Continuing Employees after the Closing Date (including for pre-existing conditions) under employee welfare benefit plans sponsored by Purchaser or its Affiliates after the Closing). Purchaser shall be responsible for and pay all benefits for each Continuing Employee with credit for any co-payments and deductibles paid prior respect 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 claims incurred by such Continuing Employees are eligible to participate after or their covered dependents before the Closing (including expenses or hospital confinements existing on the Closing Date) to the extent such claims are submitted for payment after December 31, as if those deductibles or co-payments had been paid under 2006. All responsibilities, obligations, liabilities and commitments retained by Seller pursuant to clause (i) of the Employee Welfare Benefit Plans in which such Continuing Employees are eligible to participate preceding sentence shall be considered Excluded Liabilities 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 Plans of Parent or its Affiliates as in effect on the date purposes of this Agreement, in accordance with their terms, subject to Parent’s continuing right to modify, amend or terminate such plan at any time.
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