Employee Welfare Plans. The Seller shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Plans by such Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by applicable Law, Buyer shall (a) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent waived generally by Buyer with respect to its employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by the Seller.
Employee Welfare Plans. (A) Purchaser or its Affiliates shall, not later than the Closing Date, provide the Transferred U.S. Employees and their spouses, domestic partners, dependents and beneficiaries with health and life insurance, disability, severance, and other welfare benefit plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.9. Subject to any specific provision of this Section 5.9 to the contrary, Sellers shall remain solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical and life insurance, disability, severance and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee and their spouses, dependents and beneficiaries under any of the Purchaser’s, or any Transferred Entity’s health (including medical, dental and vision care) and life insurance, disability, severance and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.9(a)(v), a liability or obligation shall be deemed to be incurred upon the occurrence of the event giving rise to the liability or obligation and the liability or obligation will include any covered expenses for any related claims or series of related claims giving rise to such liability or obligation; provided that in the case of medical and dental expenses, including under any flexible spending account plan, a liability and obligation shall be deemed to be incurred only as and when the service(s) in respect of such expense occurs.
(B) Any plans or programs established or maintained by Purchaser or its Affiliates to provide health (including medical, dental and vision care) and life insurance, disability, severance, vacation, cafeteria, flexible spending, dependent care and other welfare benefits for the benefit of the Transferred U.S. Employees shall, (1) credit all service credited by Chemtura and its Affiliates prior to the Closing for purposes of eligibility, participation, benefit accrual and benefit entitlement, (2) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement, (3) credit all payments made for healthcare expenses during the c...
Employee Welfare Plans. (4) Employee Pension Plans; and (5) consulting agreements under which Competitive Companies has or may have any monetary obligations to employees or consultants of Competitive Companies or their beneficiaries or legal representatives or under which any such persons may have any rights. Competitive Companies has previously made available to Third Enterprise true and complete copies of all of the foregoing employment contracts, collective bargaining agreements, Employee Plans and Compensation Arrangements, including descriptions of any unwritten contracts, agreements, Compensation Arrangements or Employee Plans, as amended to date. In addition, with respect to any Employee Plan which continues after the Closing Date, Competitive Companies has previously delivered or made available to Third Enterprise (1) any related trust agreements, master trust agreements, annuity contracts or insurance contracts; (2) certified copies of all Board of Directors' resolutions adopting such plans and trust documents and amendments thereto; (3) current investment management agreements; (4) custodial agreements; (5) fiduciary liability insurance policies; (6) indemnification agreements; (7) the most recent determination letter (and underlying application thereof and correspondence and supplemental material related thereto) issued by the Internal Revenue Service with respect to the qualification of each Employee Plan under the provisions of Section 401(a) of the Code; (8) copies of all "advisory opinion letters," "private letter rulings," "no action letters," and any similar correspondence (and the underlying applications therefor and correspondence and supplemental material related thereto) that was issued by any governmental or quasigovernmental agency with respect to the last plan year; (9) Annual Reports (Form 5500 Series) and Schedules A and B thereto for the last plan year; (10) all actuarial reports prepared for the last plan year; (11) all certified Financial Statements for the last plan year; and (12) all current Summary Plan Descriptions, Summaries of Material Modifications and Summary Annual Reports. All documents delivered by Competitive Companies to Third Enterprise as photocopies faithfully reproduce the originals thereof, such originals are authentic and were, to the extent execution was required, duly executed.
Employee Welfare Plans. (a) Except as set forth on Schedule 3.23, IXL has not at any time ------------- maintained or been a party to or made contributions to any of the following: any "employee pension benefit plan", (as such term is defined in Section 3(2) of ERISA); or any "employee welfare benefit plan" (as such term is defined in Section 3(1) of ERISA), whether written or oral. All employee benefit plans maintained by IXL or to which IXL is obligated to contribute, are, and have in the past been, in all respects maintained, funded and administered in compliance with ERISA, and other applicable law; no such plan subject to Title IV of ERISA has been terminated; no proceedings to terminate any such plan have been instituted under Subtitle C of Title IV of ERISA; no reportable event within the meaning of Section 4043 of Subtitle C of ERISA has occurred for any such plan maintained by IXL; IXL has not withdrawn from a multi-employer plan (as defined in Section 4001(a) of ERISA); the consummation of the transactions contemplated hereby will not result in any withdrawal liability on the part of IXL under a multi-employer plan; no benefit plan established or maintained by IXL or to which IXL is obligated to contribute, has any accumulated funding deficiency (as defined in ERISA); and IXL has not incurred any liability to the Pension Benefit Guaranty Corporation with respect to any such plan.
(b) IXL has no formal or informal employee severance policy. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, bonus, unemployment compensation or golden parachute) becoming due to any director, officer or other employee of the Company, (ii) increase any benefits otherwise payable under any IXL benefit plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
Employee Welfare Plans. Seller shall be responsible for: (x) claims for medical and dental benefits, disability benefits, life insurance benefits and workers compensation that are incurred prior to the Effective Time; and (y) claims related to "COBRA" coverage attributable to "qualifying events" occurring prior to the Effective Time, in each case with respect to any Transferred Employees and their beneficiaries and dependents. Buyer shall be solely responsible for: (i) medical and dental benefits, disability benefits, life insurance benefits and workers compensation benefits for claims incurred from and after the Effective Time; and (ii) claims relating to "COBRA" coverage attributable to "qualifying events" occurring from and after the Effective Time, in each case with respect to any Transferred Employees and their beneficiaries and dependents. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the medical services are rendered or medical supplies are provided, and not when the condition arose. A life insurance or workers compensation claim shall be considered incurred prior to a particular date if the event giving rise to the claim occurs prior to such date. A disability claim shall be deemed to be incurred when the employee is declared disabled under the terms of the applicable disability plan. Transferred Employees shall be given credit under Buyer's welfare plans for deductibles and out-of-pocket expenses incurred while employed by Seller in the relevant plan year.
Employee Welfare Plans. Section 2.11
Employee Welfare Plans. With respect to Employees of Xxxxxxxx, Xxxxxxxx shall and, with respect to Employees of Tribune, shall cause Tribune to, retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Xxxxxxxx Plans or Tribune Plans, respectively, by such Employees or their covered dependents prior to the Employment Commencement Date, as applicable. Expenses and benefits with respect to claims (or rights to make claims) incurred by Transferred Employees or their covered dependents on or after the Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent permitted by applicable Law, Buyer shall (a) cause any eligibility requirements or pre-existing condition limitations to be waived to the same extent waived generally by Buyer with respect to its employees and (b) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees with respect to similar plans maintained by Xxxxxxxx, Tribune or any of their respective Affiliates.
Employee Welfare Plans. The Seller’s existing health and dental plans and other employee welfare benefit plans shall remain in effect at least until the Effective Time. Thereafter, Transferred Employees will be integrated into the Company’s health and dental plans and other employee welfare plans at a time determined on a plan-by-plan basis by the Company in its sole discretion. If integration occurs during a plan year, Transferred Employees shall receive credit for co-pays, deductibles and similar limits. Until the Transferred Employees are integrated into the Company plans, the respective Seller plans shall remain in effect.
Employee Welfare Plans. (i) Purchaser shall, as of the Closing Date, assume and pay all Liabilities of Seller for the benefits payable or to become payable to Transferred Employees and their beneficiaries under the medical, dental, life insurance, disability and other welfare benefit plans and programs covering Employees identified in Schedule 5.2 (collectively “Seller’s Welfare Benefit Plans”); provided, however, that Purchaser shall not assume any Liability of Seller for medical, dental, or life insurance benefit claims of Transferred Employees incurred prior to the Closing Date (except, however, to the extent such Liabilities are accrued for on the Final Closing Balance Sheet Item Statement). For purposes of this Section 5.2(c)(i), a medical or dental benefit claim shall be deemed to be incurred when the services giving rise to the claim are performed and not when the Employee is billed for such services or submits a claim for benefits.
(ii) Purchaser shall have established as of the Closing Date plans or programs to provide medical, dental, life insurance, disability, vacation and other welfare benefits to discharge the obligations of Purchaser as set forth in this Section 5.2(c)(ii). Such plan or plans established by Purchaser shall (i) credit all service with Seller for all purposes, including eligibility, participation and benefit entitlement; (ii) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement; (iii) credit all payments made for healthcare expenses during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits; and (iv) for a period of at least one year after the Closing Date, provide benefits which, in the aggregate, are substantially comparable to those provided under Seller’s Welfare Benefit Plans immediately prior to the Closing Date.
Employee Welfare Plans. Executive shall, to the extent eligible, be entitled to participate at a level commensurate with his position in all employee benefit welfare and retirement plans and programs, as well as equity plans, provided by the Company to its executives in accordance with the terms thereof as in effect from time to time. Such plans and programs currently include, without limitation, the 401(k) Plan, and the group term life insurance, comprehensive health, major medical, dental and disability plans.
