Common use of Employee Welfare Benefits-United States Clause in Contracts

Employee Welfare Benefits-United States. (i) With respect to the United States, ITTI shall be responsible for payment of any premiums for the U.S. Business Welfare Benefits Program relating to periods prior to the Effective Benefits Time and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of the U.S. Business Welfare Benefits Program and incurred prior to the Effective Benefits Time, irrespective of whether any such claim is filed or submitted after the Effective Benefits Time. (ii) With respect to the United States, Purchaser shall be or shall cause the Designated Asset Purchasers to be, responsible for payment of any premiums relating to periods from and subsequent to the Effective Benefits Time for Purchaser's U.S. Welfare Benefits Program and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of Purchaser's U.S. Welfare Benefits Program, as such terms may exist from time to time, and incurred from and subsequent to the Effective Benefits Time. (iii) With respect to the United States and with respect to Purchaser's U.S. Welfare Benefits Program, Purchaser agrees to waive for U.S. Transitioned Employees and U.S. Hourly Former Business Employees and their eligible dependents (A) any eligibility waiting periods and (B) any pre-existing conditions and actively-at-work exclusions; except that Purchaser may require any U.S. Transitioned Employee and U.S. Hourly Former Business Employee or any eligible dependent thereof who, as of the Closing Date, is then in the process of satisfying any similar exclusion or waiting period under the U.S. Business Welfare Benefits Program to fully satisfy the balance of the applicable time period for such exclusion or waiting period under Purchaser's U.S. Welfare Benefits Program. (iv) With respect to the United States and with respect to the calendar year in which the Closing Date occurs, all medical and dental expenses incurred with respect to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and/or eligible dependents thereof in the portion of such calendar year preceding the Effective Benefits Time shall be taken into account for purposes of satisfying any deductible and any out-of-pocket calendar year limit under the medical and dental coverage of Purchaser's U.S. Welfare Benefits Program for such calendar year, provided any such expenses were qualified to be taken into account for purposes of satisfying any deductible or any out-of-pocket calendar year limit under the U.S. Business Welfare Benefits Program. (v) With respect to the United States, for the remainder of the calendar year in which the Closing Date occurs, Purchaser agrees to make available to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and any dependents thereof any Health Maintenance Organization coverage in effect as of the Closing Date; provided that any such Health Maintenance Organization is willing to provide such coverage at a cost not to exceed the cost that had been charged to the Asset Sellers in respect of the Business prior to Closing. (vi) With respect to the United States and with respect to any benefits to which any U.S. Business Employees or U.S. Former Business Employees or their spouses, former spouses, or other qualifying beneficiaries may be entitled under COBRA by reason of qualifying events occurring on or prior to the date immediately preceding the Closing Date; (1) ITTI shall provide such benefits to any U.S. Salaried Former Business Employees, and their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage, and (2) Purchaser shall provide such benefits to any U.S. Transitioned Employees and to any U.S. Hourly Former Business Employees, their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage. (vii) Purchaser shall provide all notices and certifications required under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") for any U.S. Transitioned Employees and for any U.S. Former Business Employees and dependents thereof with respect to any terminations of health coverage governed by HIPAA occurring from and after the Effective Benefits Time. Such notices and certifications shall provide information regarding all periods of health coverage prior to, and from and after, the Effective Benefits Time under the health plans of ITTI and Purchaser. In the event Purchaser shall require information regarding health coverage not otherwise available in the records of the Business transferred to Purchaser in connection with the transactions contemplated herein, ITTI shall cooperate with Purchaser in providing health coverage information available in ITTI's records. (viii) Effective as of the Effective Benefits Time, Purchaser shall provide the U.S. Transitioned Employees and U.S. Former Business Employees with a flexible spending account benefits plan (or plans) which is comparable in all material respects to ITTI's corresponding plan including health and dependent care features. Following the Effective Benefits Time, ITTI shall cause the accounts under its flexible spending account plan for each U.S. Transitioned Employee to be transferred to Purchaser's flexible spending account plan, and Purchaser agrees that such accounts shall be available to each such U.S. Transitioned Employee in the same manner they were available under ITTI's flexible spending account plan. The transfer of such accounts shall be reflected on the Closing Balance Sheet, taking into account on a net basis employee payroll deductions and claims paid through the Effective Benefits Time.

Employee Welfare Benefits-United States. (i) With respect to the United States, ITTI shall be responsible for payment of any premiums for the U.S. Business Welfare Benefits Program relating to periods prior to the Effective Benefits Time and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of the U.S. Business Welfare Benefits Program and incurred prior to the Effective Benefits Time, irrespective of whether any such claim is filed or submitted after the Effective Benefits Time. (ii) With respect to the United States, Purchaser shall be or shall cause the Designated Asset Purchasers U.S. Electrical Companies to be, responsible for payment of any premiums relating to periods 60 53 from and subsequent to the Effective Benefits Time for Purchaser's U.S. Welfare Benefits Program and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of Purchaser's U.S. Welfare Benefits Program, as such terms may exist from time to time, and incurred from and subsequent to the Effective Benefits Time. (iii) With respect to the United States and with respect to Purchaser's U.S. Welfare Benefits Program, Purchaser agrees to waive for U.S. Transitioned Employees and U.S. Hourly Former Business Employees and their eligible dependents (A) any eligibility waiting periods and (B) any pre-existing conditions and actively-at-work exclusions; except that Purchaser may require any U.S. Transitioned Employee and U.S. Hourly Former Business Employee or any eligible dependent thereof who, as of the Closing Date, is then in the process of satisfying any similar exclusion or waiting period under the U.S. Business Welfare Benefits Program to fully satisfy the balance of the applicable time period for such exclusion or waiting period under Purchaser's U.S. Welfare Benefits Program. (iv) With respect to the United States and with respect to the calendar year in which the Closing Date occurs, all medical and dental expenses incurred with respect to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and/or eligible dependents thereof in the portion of such calendar year preceding the Effective Benefits Time shall be taken into account for purposes of satisfying any deductible and any out-of-pocket calendar year limit under the medical and dental coverage of Purchaser's U.S. Welfare Benefits Program for such calendar year, provided any such expenses were qualified to be taken into account for purposes of satisfying any deductible or any out-of-pocket calendar year limit under the U.S. Business Welfare Benefits Program. (v) With respect to the United States, for the remainder of the calendar year in which the Closing Date occurs, Purchaser agrees to make available to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and any dependents thereof any Health Maintenance Organization coverage in effect as of the Closing Date; provided that any such Health Maintenance Organization is willing to provide such coverage at a cost not to exceed the cost that had been charged to the Asset Sellers in respect of the Business prior to Closing. (vi) With respect to the United States and with respect to any benefits to which any U.S. Business Employees or U.S. Former Business Employees or their spouses, former spouses, or other qualifying beneficiaries may be entitled under COBRA by reason of qualifying events occurring on or prior to the date immediately preceding the Closing Date; (1) ITTI shall provide such benefits to any U.S. Salaried Former Business Employees, and their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage, and (2) Purchaser shall provide such benefits to any U.S. Transitioned Employees and to any U.S. Hourly Former Business Employees, their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage. (vii) Purchaser shall, or shall cause a U.S. Electrical Company to, provide all notices and certifications required under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") for any U.S. Transitioned Employees and for any U.S. Former Business Employees and dependents thereof with respect to any terminations of health coverage governed by HIPAA occurring from and after the Effective Benefits Time. Such notices and certifications shall provide information regarding all periods of health coverage prior to, and from and after, the Effective Benefits Time under the health plans of ITTI and Purchaser. In the event Purchaser or the applicable U.S. Electrical Company shall require information regarding health coverage not otherwise available in the records of the Business 62 55 transferred to Purchaser or the applicable U.S. Electrical Company in connection with the transactions contemplated herein, ITTI shall cooperate with Purchaser or the applicable U.S. Electrical Company in providing health coverage information available in ITTI's records. (viii) Effective as of the Effective Benefits Time, Purchaser shall, or shall cause a U.S. Electrical Company to, provide the U.S. Transitioned Employees and U.S. Former Business Employees with a flexible spending account benefits plan (or plans) which is comparable in all material respects to ITTI's corresponding plan including health and dependent care features. Following the Effective Benefits Time, ITTI shall cause the accounts under its flexible spending account plan for each U.S. Transitioned Employee to be transferred to Purchaser's or the applicable U.S. Electrical Company's flexible spending account plan, and Purchaser agrees that such accounts shall be available to each such U.S. Transitioned Employee in the same manner they were available under ITTI's flexible spending account plan. The transfer of such accounts shall be reflected on the Closing Balance Sheet, taking into account on a net basis employee payroll deductions and claims paid through the Effective Benefits Time.

Employee Welfare Benefits-United States. (i) With respect to the United States, ITTI shall be responsible for payment of any premiums for the U.S. Business Welfare Benefits Program relating to periods prior to the Effective Benefits Time and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of the U.S. Business Welfare Benefits Program and incurred prior to the Effective Benefits Time, irrespective of whether any such claim is filed or submitted after the Effective Benefits Time. (ii) With respect to the United States, Purchaser shall be or shall cause the Designated Asset Purchasers U.S. Electrical Companies to be, responsible for payment of any premiums relating to periods from and subsequent to the Effective Benefits Time for Purchaser's U.S. Welfare Benefits Program and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of Purchaser's U.S. Welfare Benefits Program, as such terms may exist from time to time, and incurred from and subsequent to the Effective Benefits Time. (iii) With respect to the United States and with respect to Purchaser's U.S. Welfare Benefits Program, Purchaser agrees to waive for U.S. Transitioned Employees and U.S. Hourly Former Business Employees and their eligible dependents (A) any eligibility waiting periods and (B) any pre-existing conditions and actively-at-work exclusions; except that Purchaser may require any U.S. Transitioned Employee and U.S. Hourly Former Business Employee or any eligible dependent thereof who, as of the Closing Date, is then in the process of satisfying any similar exclusion or waiting period under the U.S. Business Welfare Benefits Program to fully satisfy the balance of the applicable time period for such exclusion or waiting period under Purchaser's U.S. Welfare Benefits Program. (iv) With respect to the United States and with respect to the calendar year in which the Closing Date occurs, all medical and dental expenses incurred with respect to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and/or eligible dependents thereof in the portion of such calendar year preceding the Effective Benefits Time shall be taken into account for purposes of satisfying any deductible and any out-of-pocket calendar year limit under the medical and dental coverage of Purchaser's U.S. Welfare Benefits Program for such calendar year, provided any such expenses were qualified to be taken into account for purposes of satisfying any deductible or any out-of-pocket calendar year limit under the U.S. Business Welfare Benefits Program.. 61 (v) With respect to the United States, for the remainder of the calendar year in which the Closing Date occurs, Purchaser agrees to make available to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and any dependents thereof any Health Maintenance Organization coverage in effect as of the Closing Date; provided that any such Health Maintenance Organization is willing to provide such coverage at a cost not to exceed the cost that had been charged to the Asset Sellers in respect of the Business prior to Closing. (vi) With respect to the United States and with respect to any benefits to which any U.S. Business Employees or U.S. Former Business Employees or their spouses, former spouses, or other qualifying beneficiaries may be entitled under COBRA by reason of qualifying events occurring on or prior to the date immediately preceding the Closing Date; (1) ITTI shall provide such benefits to any U.S. Salaried Former Business Employees, and their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage, and (2) Purchaser shall provide such benefits to any U.S. Transitioned Employees and to any U.S. Hourly Former Business Employees, their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage. (vii) Purchaser shall, or shall cause a U.S. Electrical Company to, provide all notices and certifications required under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") for any U.S. Transitioned Employees and for any U.S. Former Business Employees and dependents thereof with respect to any terminations of health coverage governed by HIPAA occurring from and after the Effective Benefits Time. Such notices and certifications shall provide information regarding all periods of health coverage prior to, and from and after, the Effective Benefits Time under the health plans of ITTI and Purchaser. In the event Purchaser or the applicable U.S. Electrical Company shall require information regarding health coverage not otherwise available in the records of the Business 62 transferred to Purchaser or the applicable U.S. Electrical Company in connection with the transactions contemplated herein, ITTI shall cooperate with Purchaser or the applicable U.S. Electrical Company in providing health coverage information available in ITTI's records. (viii) Effective as of the Effective Benefits Time, Purchaser shall, or shall cause a U.S. Electrical Company to, provide the U.S. Transitioned Employees and U.S. Former Business Employees with a flexible spending account benefits plan (or plans) which is comparable in all material respects to ITTI's corresponding plan including health and dependent care features. Following the Effective Benefits Time, ITTI shall cause the accounts under its flexible spending account plan for each U.S. Transitioned Employee to be transferred to Purchaser's or the applicable U.S. Electrical Company's flexible spending account plan, and Purchaser agrees that such accounts shall be available to each such U.S. Transitioned Employee in the same manner they were available under ITTI's flexible spending account plan. The transfer of such accounts shall be reflected on the Closing Balance Sheet, taking into account on a net basis employee payroll deductions and claims paid through the Effective Benefits Time.

Employee Welfare Benefits-United States. (i) With respect to the United States, ITTI ITT shall be responsible for payment of any premiums for the U.S. Business Welfare Benefits Program relating to periods prior to the Effective Benefits Time and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of the U.S. Business Welfare Benefits Program and incurred prior to the Effective Benefits Time, irrespective of whether any such claim is filed or submitted after the Effective Benefits Time. For purposes of this Agreement, claims under any medical, dental, vision, hospital or prescription drug plan or any other U.S. Business Welfare Benefits Program will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made. (ii) With respect to the United States, Purchaser shall be or shall cause the Designated Asset Purchasers U.S. FHS Companies to be, responsible for payment of any premiums relating to periods from and subsequent to the Effective Benefits Time for Purchaser's U.S. welfare benefits plans in which any of the Business Employees or U.S. Former Business Employees participate on or after the Effective Benefits Time (the "Purchaser's U.S. Welfare Benefits Program Program") and for any liability for all claims, expenses and treatments, including administrative expenses related thereto, which are in fact covered and payable under the terms of Purchaser's U.S. Welfare Benefits Programsuch plans, as such terms may exist from time to time, and incurred from and subsequent to the Effective Benefits Time. (iii) With respect to the United States and with respect to Purchaser's U.S. Welfare Benefits Program, Purchaser agrees to waive for U.S. Transitioned Employees and U.S. Hourly Former Business Employees and their eligible dependents to the extent previously waived or satisfied under the applicable U.S. Business Welfare Benefits Program (A) any eligibility waiting periods and (B) any pre-existing conditions and actively-at-work exclusions; except that Purchaser may require any U.S. Transitioned Employee and U.S. Hourly Former Business Employee or any eligible dependent thereof who, as of the Closing Date, is then in the process of satisfying any similar exclusion or waiting period under the U.S. Business Welfare Benefits Program to fully satisfy the balance of the applicable time period for such exclusion or waiting period under Purchaser's U.S. Welfare Benefits Program. (iv) With respect to the United States and with respect to the calendar year in which the Closing Date occurs, all medical and dental expenses incurred with respect to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and/or eligible dependents thereof in the portion of such calendar year preceding the Effective Benefits Time shall be taken into account for purposes of satisfying any deductible and any out-of-pocket calendar year limit under the medical and dental coverage of Purchaser's U.S. Welfare Benefits Program for such calendar year, provided any such expenses were qualified to be taken into account for purposes of satisfying any deductible or any out-of-pocket calendar year limit under the U.S. Business Welfare Benefits Program. (v) With respect Subject to the United Statesprovisions of Section 6.6(a)(ii), for the remainder of the calendar year in which the Closing Date occurs, Purchaser agrees to make available to any U.S. Transitioned Employee and any U.S. Hourly Former Business Employee and any dependents thereof any Health Maintenance Organization health maintenance organization coverage in effect as of the Closing Date; provided that any such Health Maintenance Organization is willing to provide such coverage at a cost not to exceed the cost that had been charged to the Asset Sellers in respect of the Business prior to Closing. (vi) With respect to the United States and with respect to any benefits to which any U.S. Business Transitioned Employees or U.S. Former Business Employees or their spouses, former spouses, or other qualifying beneficiaries may be entitled under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended by reason of qualifying events occurring on or prior to the date immediately preceding the Closing Date; (1) ITTI shall provide such benefits to any U.S. Salaried Former Business Employees, and their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage, and (2) Purchaser shall provide such benefits to any U.S. Transitioned Employees and to any U.S. Hourly Former Business Employees, their spouses, former spouses and other qualifying beneficiaries from and after the Effective Benefits Time through the remaining period of required coverage. (vii) Subject to the next-following sentence, Purchaser shall (or shall cause a U.S. FHS Company to) provide all notices and certifications required under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") for any U.S. Transitioned Employees and for any U.S. Former Business Employees and dependents thereof with respect to any terminations of health coverage governed by HIPAA occurring from and after the Effective Benefits Time. Such notices and certifications shall provide information regarding all periods of health coverage prior to, and from and after, the Effective Benefits Time under the health plans of ITTI ITT and Purchaser. In the event Purchaser shall reasonably require information regarding health coverage not otherwise available in the records of the Business transferred to Purchaser in connection with the transactions contemplated herein, ITTI ITT shall cooperate with Purchaser in providing health coverage information available in ITTIITT's records, and permitted by HIPAA to be disclosed to Purchaser. (viii) Effective (A) (1) Purchaser shall take all actions necessary and legally permissible to ensure that, as of the Effective Benefits Time, Purchaser shall provide it includes the U.S. Transitioned Employees who are, as of the Closing Date, participating in a plan of the U.S. Business Welfare Benefits Program that constitutes a "flexible spending" or "health reimbursement" account arrangement and U.S. Former Business Employees with that qualifies as a "cafeteria plan" under Section 125 of the Code and any flexible spending account benefits arrangements thereunder ("U.S. Business FSA") in the plan of the U.S. Purchaser's Welfare Benefits Program that constitutes such an arrangement and plan (or plans"Purchaser's FSA"). Purchaser shall further take all actions necessary and legally permissible to amend such Purchaser's FSA to provide that (x) which is comparable the U.S. Transitioned Employees who elected to participate in all material respects U.S. Business FSA shall become participants in Purchaser's FSA as of the beginning of the U.S. Business FSA plan year and at the level of coverage provided under the U.S. Business FSA, except that any U.S. Transitioned Employees who continue participation in U.S. Business FSA after the Effective Benefits Time as provided in paragraph (2) below shall not be covered by Purchaser's FSA for that year; and (y) the U.S. Transitioned Employees salary reduction elections shall be taken into account for the remainder of Purchaser's FSA's plan year as if made under the U.S. Business FSA. (2) Purchaser's FSA shall reimburse the medical expenses incurred by the U.S. Transitioned Employees at any time during the U.S. Business FSA's plan year (including claims incurred prior to ITTIthe Effective Benefits Time but unpaid as of the Effective Benefits Time), up to the amount of the U.S. Transitioned Employee's corresponding plan including health election and dependent care features. Following reduced by amounts previously reimbursed by the U.S. Business FSA. (3) As soon as practicable following the Effective Benefits Time, ITTI ITT shall cause the accounts under its flexible spending account plan for each U.S. Transitioned Employee transfer to be transferred to Purchaser's flexible spending account plan, Purchaser and Purchaser agrees that such accounts to accept, those amounts which represent the debit and credit balances under the U.S. Business FSA (a schedule of which shall be available to each such provided as soon as practicable after the Closing Date) of the U.S. Transitioned Employee in Employees who are to become covered by Purchaser's FSA and the same manner they were available under ITTI's flexible spending account plan. The transfer of such accounts amounts shall be reflected on the Closing Balance Sheet, Net Working Capital Statement taking into account on a net basis employee employees' payroll deductions and claims paid through the Effective Benefits Time. (4) ITT shall take all actions necessary and legally permissible to amend the U.S. Business FSA to provide that the U.S. Transitioned Employees shall cease to be eligible for reimbursement from the U.S. Business FSA as of the Effective Benefits Time, except to the extent that any U.S. Transitioned Employee elects continuation of coverage under the U.S. Business FSA as permitted by Section 4980B of the Code and Section 601 et seq. of ERISA. (1) Purchaser shall take all actions necessary and legally permissible to ensure that, as of the Effective Benefits Time, it includes the U.S. Transitioned Employees who are, as of the Closing Date, participating in the plan of the U.S. Business Welfare Benefits Program that constitutes a "dependent care assistance program" within the meaning of Section 129 of the Code and any reimbursement arrangements thereunder ("U.S. Business DCAP") in the plan of the U.S. Purchaser's Welfare Benefits Program that constitutes such a program and arrangement ("Purchaser's DCAP"). Purchaser shall further take all actions necessary and legally permissible to amend Purchaser's DCAP to provide that (x) the U.S. Transitioned Employees who elected to participate in the U.S. Business DCAP shall become participants in Purchaser's DCAP as of the beginning of Seller's DCAP plan year and at the level of coverage provided under the U.S. Business DCAP after the Effective Benefits Time as provided in paragraph (2) below shall not be covered by Purchaser's DCAP for that year; (y) the U.S. Transitioned Employees salary reduction elections shall be taken into account for the remainder of Purchaser's DCAP plan year as if made under the U.S. Business DCAP; and (2) Purchaser's DCAP shall reimburse the dependent care expenses incurred by the U.S. Transitioned Employees at any time during the U.S. Business DCAP plan year (including claims incurred prior to the Effective Benefits Time but unpaid as of the Effective Benefits Time), up to the amount of the U.S. Transitioned Employee's election and reduced by amounts previously reimbursed by the U.S. Business DCAP. (3) ITT shall take all actions necessary and legally permissible to amend the U.S. Business DCAP to provide that the U.S. Transitioned Employees shall cease to be eligible for reimbursement from the U.S. Business DCAP as of the Effective Benefits Time. (4) As soon as practicable following the Effective Benefits Time, ITT shall transfer to Purchaser and Purchaser agrees to accept, those amounts which represent the debit and credit balances under the U.S. Business DCAP ( a schedule of which shall be provided as soon as practicable after the Closing Date) of the U.S. Transitioned Employees who are to become covered by Purchaser's DCAP and the transfer of such amounts shall be reflected on the Closing Net Working Capital Statement Sheet taking into account on a net basis employees' payroll deductions and claims paid through the Effective Benefits Time.