Common use of Health and Welfare Benefit Plans Clause in Contracts

Health and Welfare Benefit Plans. (i) Effective as of the Plan Transition Date, the participation of each then-active SpinCo Employee who is a participant in a Company Benefit Plan shall automatically cease and (ii) SpinCo shall or shall cause a member of the SpinCo Group to (A) have in effect, no later than the Business Day immediately prior to the Plan Transition Date, SpinCo Benefit Plans providing health and welfare benefits for the benefit of each such SpinCo Employee with terms that are substantially similar to those provided to the applicable SpinCo Employee immediately prior to the date on which such SpinCo Benefit Plans become effective; and (B) effective on and after the Plan Transition Date, fully perform, pay and discharge all claims of SpinCo Employees or Former SpinCo Service Providers, including but not limited to any claims incurred under any Company Benefit Plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. (b) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the applicable member of the SpinCo Group shall reimburse the Company or the applicable Company Benefit Plan in the ordinary course of business consistent with past practice for any premiums and its proportionate share of any administrative or services costs related to SpinCo Employees or Former SpinCo Service Providers paid by a Company Benefit Plan (whether prior to or after the Distribution Time) and not charged back to the appropriate and applicable member of the SpinCo Group prior to the Plan Transition Date. (c) Notwithstanding anything to the contrary in this Section 3.1, SpinCo Employees will continue to be considered to be “participants” in any Company Benefit Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any grace period and/or claims run-out period following the calendar year in which the Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit Plans), provided that such SpinCo Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make any deferral or contribution elections under such Company Benefit Plans beyond the Plan Transition Date; and will cease to be participants in such Company Benefit Plans upon the expiration of any grace period and/or claims run-out period. Effective as of the Plan Transition Date, SpinCo shall establish a health care flexible spending account program or a dependent-care flexible spending account program for SpinCo Employees.

Health and Welfare Benefit Plans. (a) (i) Effective as of the Plan Transition Date, the participation of each then-active SpinCo Vontier Employee who is a participant in a Company Benefit Fortive Welfare Plan shall automatically cease and (ii) SpinCo Vontier shall or shall cause a member of the SpinCo Vontier Group to (A) to have in effect, no later than the Business Day immediately prior to the Plan Transition Date, SpinCo Benefit Vontier Welfare Plans providing health and welfare benefits for the benefit of each such SpinCo Vontier Employee with terms that are substantially similar to those provided to the applicable SpinCo Vontier Employee immediately prior to the date on which such SpinCo Benefit Vontier Welfare Plans become effective; and (B) effective on and after the Plan Transition Datedate of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of SpinCo Vontier Employees or Former SpinCo Vontier Service Providers, including but not limited to any claims incurred under any Company Benefit Fortive Welfare Plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Vontier Welfare Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Vontier Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. (b) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the The applicable member of the SpinCo Vontier Group shall reimburse the Company or the applicable Company Benefit Fortive Welfare Plan in the ordinary course of business consistent with past practice for any premiums and its proportionate share of any administrative or services costs claims related to SpinCo Vontier Employees or Former SpinCo Vontier Service Providers paid by a Company Benefit Fortive Welfare Plan (whether prior to or after the Distribution Effective Time) and not charged back to the appropriate and applicable member of the SpinCo Vontier Group prior to the Plan Transition Date. (c) Notwithstanding anything to the contrary in this Section 3.1, SpinCo Vontier Employees will continue to be considered to be “participants” in any Company Benefit Fortive Welfare Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any calendar-year 2021 grace period and/or claims run-out period following the calendar year in which the Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit Fortive Welfare Plans), provided that such SpinCo Vontier Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make any deferral or contribution elections under such Company Benefit Fortive Welfare Plans beyond the Plan Transition Datefor calendar year 2021 or beyond; and will cease to be participants in such Company Benefit Fortive Welfare Plans upon the expiration of any grace period and/or claims run-out period. Effective as of the Plan Transition Date, SpinCo shall establish a health care flexible spending account program or a dependent-care flexible spending account program for SpinCo Employees.

Health and Welfare Benefit Plans. (i) Effective as of the Plan Transition Date, the Company shall or shall cause a member of the Company Group to cause the participation of each then-active SpinCo Employee who is a participant in a Company Benefit Plan to cease; provided, however, that in no event shall automatically cease the foregoing require the termination or cessation of any Benefit Plan of any Transferred Entities to the extent that such Transferred Entity may retain such Benefit Plans in effect for the benefit of SpinCo Employees and (ii) SpinCo shall or shall cause a member of the SpinCo Group to (A) have in effect, no later than the Business Day immediately prior to the Plan Transition Date, SpinCo Benefit Plans providing health and welfare benefits for the benefit of each such SpinCo Employee with terms that are substantially similar in the aggregate to those provided to the applicable SpinCo Employee under the Company Benefit Plans immediately prior to the date on which such SpinCo Benefit Plans become effective; and (B) effective on and after the Plan Transition Date, fully perform, pay and discharge all claims of SpinCo Employees or Former SpinCo Service Providers, including but not limited to for claims incurred under such SpinCo Benefit Plans and pay or reimburse the Company for any claims incurred under any Company Benefit Plan that is a health or welfare plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. (ba) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the applicable member of the SpinCo Group shall reimburse the Company or the applicable Company Benefit Plan in the ordinary course of business consistent with past practice for any premiums and its proportionate share of any administrative or services costs related to SpinCo Employees or Former SpinCo Service Providers solely with respect to any period prior to the Plan Transition Date paid by a Company Benefit Plan (whether prior to or after the Distribution Time) and not charged back to the appropriate and applicable member of the SpinCo Group prior to the Plan Transition Date. (cb) Notwithstanding anything to the contrary in this Section 3.1, SpinCo Employees will continue to be considered to be “participants” in any Company Benefit Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any grace period and/or claims run-out period following the calendar year in which the Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit Plans), provided that such SpinCo Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make any deferral or contribution elections under such Company Benefit Plans beyond the Plan Transition Date; and will cease to be participants in such Company Benefit Plans upon the expiration of any grace period and/or claims run-out period. Effective as of the Plan Transition Date, SpinCo shall establish a health care flexible spending account program or a dependent-care flexible spending account program for SpinCo Employees.

Health and Welfare Benefit Plans. (i) Effective as of on or immediately prior to the Plan Transition Date, the participation of each then-active SpinCo Filtration Employee who is a participant in a Company Benefit Cummins Welfare Plan shall automatically cease and (ii) SpinCo subject to and in accordance with Section 2.4, Filtration shall use commercially reasonable efforts or shall cause a member of the SpinCo Filtration Group or the GEO to use commercially reasonable efforts (A) to have in effect, no later than the Business Day immediately prior to effect on the Plan Transition Date, SpinCo Benefit Filtration Welfare Plans or GEO Welfare Plans providing health and welfare benefits for the benefit of each such SpinCo Employee with terms that are substantially similar to those provided to the applicable SpinCo Employee immediately prior to the date on which such SpinCo Benefit Plans become effectiveFiltration Employee; and (B) effective on and after the Plan Transition Datedate of cessation described in clause (i) above, fully to perform, pay and discharge all claims of SpinCo Filtration Employees or Former SpinCo Filtration Service ProvidersProviders (excepting any claims of any Filtration Employees or Former Filtration Service Providers under a Cummins U.S. OPEB Plan), including but not limited to any claims incurred under any Company Benefit Cummins Welfare Plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Filtration Welfare Plans or GEO Welfare Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Filtration Welfare Plans or GEO Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date; provided that the foregoing shall not apply to any claims that are the obligation of an insurance carrier. (b) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the applicable member of the SpinCo Group Filtration shall reimburse the Company or the applicable Company Benefit Cummins Welfare Plan in the ordinary course of business consistent with past practice for any premiums and its proportionate share of any administrative or services costs claims related to SpinCo Filtration Employees or Former SpinCo Filtration Service Providers paid by a Company Benefit Cummins Welfare Plan (whether prior to or after the Distribution Effective Time) and not charged back to the appropriate and applicable member of the SpinCo Filtration Group prior to the Plan Transition Date. (c) Notwithstanding anything any provision of this Section 3.1 to the contrary in this Section 3.1contrary, SpinCo Filtration Employees will continue to be considered to be “participants” in any Company Benefit Cummins Welfare Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any grace period and/or or claims run-out period following the calendar year in which the Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit Cummins Welfare Plans), ) following the Plan Transition Date; provided that such SpinCo Filtration Employees (i) will be considered to be participants solely for purposes of utilizing such grace period and/or or claims run-out period; (ii) will not be allowed to make any deferral or contribution elections under such Company Benefit Cummins Welfare Plans beyond following the Plan Transition Date; and (iii) will cease to be participants in such Company Benefit Cummins Welfare Plans upon the expiration of any grace period and/or or claims run-out period. Effective as of the Plan Transition Date, SpinCo shall establish a health care flexible spending account program or a dependent-care flexible spending account program for SpinCo Employees.

Health and Welfare Benefit Plans. (a) (i) Effective as of the Plan Transition Date, the participation of each then-active SpinCo Employee who is a participant in a Company Benefit Plan shall automatically cease and (ii) SpinCo shall or shall cause a member of the SpinCo Group to (A) have in effect, no later than the Business Day immediately prior to the Plan Transition Date, SpinCo Benefit Plans providing health and welfare benefits for the benefit of each such SpinCo Employee with terms that are substantially similar to those provided to the applicable SpinCo Employee immediately prior to the date on which such SpinCo Benefit Plans become effective; and (B) effective on and after the Plan Transition Date, fully perform, pay and discharge all claims of SpinCo Employees or Former SpinCo Service Providers, including but not limited to any claims incurred under any Company Benefit Plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. (b) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the applicable member of the SpinCo Group shall reimburse the Company or the applicable Company Benefit Plan in the ordinary course of business consistent with past practice for any premiums and its proportionate share of any administrative or services costs related to SpinCo Employees or Former SpinCo Service Providers paid by a Company Benefit Plan (whether prior to or after the Distribution Time) and not charged back to the appropriate and applicable member of the SpinCo Group prior to the Plan Transition Date. (c) Notwithstanding anything to the contrary in this Section 3.1, SpinCo Employees will continue to be considered to be “participants” in any Company Benefit Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any grace period and/or claims run-out period following the calendar year in which the Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit Plans), provided that such SpinCo Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make any deferral or contribution elections under such Company Benefit Plans beyond the Plan Transition Date; and will cease to be participants in such Company Benefit Plans upon the expiration of any grace period and/or claims run-out period. Effective as of the Plan Transition Date, SpinCo shall establish a health care flexible spending account program or a dependent-care flexible spending account program for SpinCo Employees.

Health and Welfare Benefit Plans. (a) (i) Effective as of no later than the Plan Transition Date, (i) the participation of each then-active SpinCo Nextracker Group Employee who is a participant in a Company Benefit the applicable Flex Welfare Plan shall automatically cease cease; and (ii) SpinCo Nextracker shall or shall cause a an applicable member of the SpinCo Nextracker Group (x) to (A) have in effect, no later than the Business Day immediately prior to the Plan Transition Date, SpinCo Benefit effect one or more Nextracker Welfare Plans providing health and welfare benefits for the benefit of each such SpinCo applicable Nextracker Group Employee with terms that are substantially generally similar to those provided to such Nextracker Group Employee under the applicable SpinCo Employee corresponding Flex Welfare Plan immediately prior to the date on which such SpinCo Benefit Nextracker Welfare Plans become effective; and (By) effective on and after the Plan Transition Datedate of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of SpinCo Employees or Former SpinCo Service Providers, including but not limited to any claims incurred under any Company Benefit Plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such dateNextracker Group Employees. (b) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the The applicable member of the SpinCo Nextracker Group shall reimburse the Company Flex or the applicable Company Benefit Plan in corresponding Flex Welfare Plan, as the ordinary course of business consistent with past practice case may be, for any premiums and its proportionate share of any administrative or services costs claims related to SpinCo Nextracker Group Employees or Former SpinCo Service Providers paid by a Company Benefit Flex Welfare Plan (whether prior to or after the Distribution Operative Time) and not charged back to the appropriate and applicable member of the SpinCo Nextracker Group prior to the Plan Transition Date, it being understood that any such reimbursement or charge-back for such purposes shall be based on the Nextracker Group’s pro-rata share of the overall costs for all (e.g., Flex Employee and Nextracker Group Employee) claims incurred and paid by such Flex Welfare Plan. (c) Notwithstanding anything to the contrary in this Section 3.1, SpinCo Nextracker Group Employees will continue to be considered to be “participants” in any Company Benefit Flex Welfare Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any applicable grace period and/or claims run-out period following the calendar year in which the with respect to such Flex Welfare Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit PlansFlex Welfare Plan); provided that, provided following such time that such SpinCo Nextracker Group Employees cease to be eligible to actively participate in such Flex Welfare Plan under applicable Law, such Nextracker Group Employees (i) will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; (ii) will not be allowed to make any deferral or contribution elections under such Company Benefit Plans beyond the Plan Transition DateFlex Welfare Plan; and (iii) will cease to be participants in such Company Benefit Plans Flex Welfare Plan upon the expiration of any grace period and/or claims run-out period. Effective as of the Plan Transition Date, SpinCo shall establish a health care flexible spending account program or a dependent-care flexible spending account program for SpinCo Employees.

Health and Welfare Benefit Plans. (a) (i) Effective as of the Plan Transition Date, the participation of each then-active SpinCo Vontier Employee who is a participant in a Company Benefit Fortive Welfare Plan shall automatically cease and (ii) SpinCo Vontier shall or shall cause a member of the SpinCo Vontier Group to (A) to have in effect, no later than the Business Day immediately prior to the Plan Transition Date, SpinCo Benefit Vontier Welfare Plans providing health and welfare benefits for the benefit of each such SpinCo Vontier Employee with terms that are substantially similar to those provided to the applicable SpinCo Vontier Employee immediately prior to the date on which such SpinCo Benefit Vontier Welfare Plans become effective; and (B) effective on and after the Plan Transition Datedate of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of SpinCo Vontier Employees or Former SpinCo Vontier Service ProvidersProviders (excepting any claims of any Former Vontier Service Providers under a Fortive U.S. OPEB Plan), including but not limited to any claims incurred under any Company Benefit Fortive Welfare Plan (to the extent not fully covered by insurance) on or prior to the date on which such SpinCo Benefit Vontier Welfare Plans become effective, that remain unpaid as of the date on which such SpinCo Benefit Vontier Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or after such date. (b) Without duplication of amounts otherwise already covered in this Agreement or the Transition Services Agreement, the The applicable member of the SpinCo Vontier Group shall reimburse the Company or the applicable Company Benefit Fortive Welfare Plan in the ordinary course of business consistent with past practice for any premiums and its proportionate share of any administrative or services costs claims related to SpinCo Vontier Employees or Former SpinCo Vontier Service Providers paid by a Company Benefit Fortive Welfare Plan (whether prior to or after the Distribution Effective Time) and not charged back to the appropriate and applicable member of the SpinCo Vontier Group prior to the Plan Transition Date. (c) Notwithstanding anything to the contrary in this Section 3.1, SpinCo Vontier Employees will continue to be considered to be “participants” in any Company Benefit Fortive Welfare Plan that is either a health care flexible spending account program or a dependent-care flexible spending account program for the duration of any calendar-year 2020 grace period and/or claims run-out period following the calendar year in which the Plan Transition Date occurs (in either case, solely as provided under the terms of such Company Benefit Fortive Welfare Plans), provided that such SpinCo Vontier Employees will be considered to be participants solely for purposes of utilizing such grace period and/or claims run-out period; will not be allowed to make any deferral or contribution elections under such Company Benefit Fortive Welfare Plans beyond the Plan Transition Datefor calendar year 2020 or beyond; and will cease to be participants in such Company Benefit Fortive Welfare Plans upon the expiration of any grace period and/or claims run-out period. Effective as of the Plan Transition Date, SpinCo shall establish a health care flexible spending account program or a dependent-care flexible spending account program for SpinCo Employees.