Common use of Employee Welfare Plans Clause in Contracts

Employee Welfare Plans. Purchaser or its Affiliates shall, not later than (i) the Closing Date or (ii) such later date on or before December 31, 2008, as defined and agreed to in the Transition Services Agreement for each specific administrative service or employee benefit plan (the “Benefit Transition Date”), provide the Transferred US Employees and their beneficiaries with medical and life insurance, disability, severance, vacation and other welfare benefit plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.8; provided, however, that except as provided herein, Sellers shall remain solely responsible for liabilities or obligations incurred with respect to each Transferred US Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical and life insurance, disability, severance, vacation and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and provided further, that subject to any specific provision of this Section 5.8 to the contrary, Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred US Employee and their spouses, dependents and beneficiaries under any of Sellers', Purchaser’s, or any Transferred Entity’s medical and life insurance, disability, severance, vacation and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.8(a)(v), a liability or obligation shall be deemed to be incurred upon the occurrence of an injury or the diagnosis of an illness 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 expense being submitted for claim under any flexible spending account plan, a liability or obligation shall be deemed to be incurred only as and when claim for payment of the same is received. Any plans or programs established or maintained by Purchaser or its Affiliates to provide medical and life insurance, disability, cafeteria, flexible spending, dependent care and other similar welfare benefits for the benefit of the Transferred US Employees shall, (i) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement, (ii) give effect, in determining any deductible, copayment and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Employees with respect to similar plans maintained by the Seller and the Transferred Entities and (iii) recognize credited service with the Seller and the Transferred Entities for the purposes of eligibility and participation. The foregoing shall not require the Purchaser or its Affiliates to establish, continue, or refrain from modifying any particular plan or program, the establishment, continuation or modification of which shall be in the sole discretion of Purchaser or its Affiliates.

Employee Welfare Plans. (A) Purchaser or its Affiliates shall, not later than (i) the Closing Date or (ii) such later date on or before December 31, 2008, as defined and agreed to in the Transition Services Agreement for each specific administrative service or employee benefit plan (the “Benefit Transition Date”), provide the Transferred US U.S. Employees and their spouses, domestic partners, dependents and beneficiaries with medical health and life insurance, disability, severance, vacation and other welfare benefit plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.8; provided, however, that except as provided herein5.9. 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 US U.S. Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical and life insurance, disability, severance, vacation severance and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and provided further, that subject to any specific provision of this Section 5.8 to the contrary, Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred US U.S. Employee and their spouses, dependents and beneficiaries under any of Sellers', the Purchaser’s, or any Transferred Entity’s medical health (including medical, dental and vision care) and life insurance, disability, severance, vacation severance and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.8(a)(v5.9(a)(v), a liability or obligation shall be deemed to be incurred upon the occurrence of an injury the event giving rise to the liability or the diagnosis of an illness 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 expense being submitted for claim expenses, including under any flexible spending account plan, a liability or and obligation shall be deemed to be incurred only as and when claim for payment the service(s) in respect of the same is received. Any plans or programs established or maintained by Purchaser or its Affiliates to provide medical and life insurance, disability, cafeteria, flexible spending, dependent care and other similar welfare benefits for the benefit of the Transferred US Employees shall, (i) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement, (ii) give effect, in determining any deductible, copayment and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Employees with respect to similar plans maintained by the Seller and the Transferred Entities and (iii) recognize credited service with the Seller and the Transferred Entities for the purposes of eligibility and participation. The foregoing shall not require the Purchaser or its Affiliates to establish, continue, or refrain from modifying any particular plan or program, the establishment, continuation or modification of which shall be in the sole discretion of Purchaser or its Affiliatesexpense occurs.

Employee Welfare Plans. (A) Purchaser or its Affiliates shall, not later than (i) the Closing Date or (ii) such later date on or before December 31, 2008, as defined and agreed to in the Transition Services Agreement for each specific administrative service or employee benefit plan (the “Benefit Transition Date”), provide the Transferred US U.S. Employees and their spouses, dependents and beneficiaries with medical health and life insurance, disability, severance, vacation and other welfare benefit plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.8; provided, however, that except as provided herein. Subject to any specific provision of this Section 5.8 to the contrary, Sellers shall remain solely responsible for liabilities or obligations incurred with respect to each Transferred US Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical health (including medical, dental and vision care) and life insurance, disability, severanceseverance and other welfare benefit plans and programs for liabilities or obligations incurred prior to, vacation on or following the Closing Date and with respect to each Transferred U.S. Employee and their spouses, dependents and beneficiaries under any of Sellers’ health (including medical, dental and vision care) and life insurance, disability, severance and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and provided further, that subject to any specific provision of this Section 5.8 to the contrary, . Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred US U.S. Employee and their spouses, dependents and beneficiaries under any of Sellers', Purchaser’s, or any Transferred Entity’s medical health (including medical, dental and vision care) and life insurance, disability, severance, vacation severance and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.8(a)(v5.8(a)(v)(A), a liability or obligation shall be deemed to be incurred upon the occurrence of an injury or the diagnosis of an illness 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 provided, that in the case of medical and dental expense being submitted for claim expenses, including under any flexible spending account plan, a liability or and obligation shall be deemed to be incurred only as and when claim for payment of the same is received. Any plans or programs established or maintained by Purchaser or its Affiliates to provide medical and life insurance, disability, cafeteria, flexible spending, dependent care and other similar welfare benefits for the benefit of the Transferred US Employees shall, (i) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement, (ii) give effect, in determining any deductible, copayment and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Employees with respect to similar plans maintained by the Seller and the Transferred Entities and (iii) recognize credited service with the Seller and the Transferred Entities for the purposes of eligibility and participation. The foregoing shall not require the Purchaser or its Affiliates to establish, continue, or refrain from modifying any particular plan or program, the establishment, continuation or modification of which shall be in the sole discretion of Purchaser or its Affiliates.