Common use of Health and Welfare Benefit Plans Clause in Contracts

Health and Welfare Benefit Plans. 4.1. Effective no later than January 1, 2010, the CPE Group (or CPE) shall adopt such health and welfare plans as it determines for the benefit of the Executive Employees and the Transferred Employees. From the Effective Date until December 31, 2009, or such earlier date that the CPE Group (or CPE) adopts the health and welfare plans described above, (the "Health Plan Continuation Period"), the Executive Employees and the Transferred Employees and, subject to the satisfaction of the applicable eligibility requirements, any person hired by CPE or the CPE Group during the Health Plan Continuation Period (and, in each case, their respective beneficiaries and dependents) will be eligible to continue to participate in the health and welfare plans of the Companies listed on Exhibit C (the "Health and Welfare Plans") on the same terms and conditions of the applicable Health and Welfare Plan as in effect immediately prior to the Effective Date. Prior to the Effective Date, the Companies, CPE and the CPE Group shall take all commercially reasonable actions required (including adopting certain amendments of the Health and Welfare Plans and the approval by the authorized boards or committees (or authorized officers) of CPE and the members of the CPE Group of the adoption of the Health and Welfare Plans and the execution of an adoption agreement effecting such adoption, if requested by the Companies) to provide that CPE and the members of the CPE Group shall adopt the Health and Welfare Plans so that CPE and the members of the CPE Group will become participating employers in the Health and Welfare Plans during the Health Plan Continuation Period. During the Health Plan Continuation Period, CPE and the members of CPE Group shall provide, or cause to be provided, to the Companies or the administrator, record-keeper or trustee of the Health and Welfare Plans, all information within its control that is reasonably required to administer and operate the Health and Welfare Plans with respect to the Executive Employees and the Transferred Employees during the Health Plan Continuation Period. 4.2. The Companies shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under such Health and Welfare Plans before January 1, 2010, provided, that the CPE Group shall be responsible for the costs thereof (net of participant contributions actually paid) with respect to any Executive Employee or Transferred Employee who incur a qualifying event during the Health Plan Continuation Period. The CPE Group shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their health and welfare plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after January 1, 2010. 4.3. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (a "Health Plan Cost Invoice") from the Companies or any of the Health and Welfare Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or any of the Health and Welfare Plans, as applicable, for any reasonable fees and direct costs and expenses actually incurred by the Companies or any of the Health and Welfare Plans for the continued administration and operation by the Companies of the Health and Welfare Plans after the Effective Date with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including any such amounts resulting from a COBRA qualifying event or loss of coverage affecting an Executive Employee or Transferred Employee during the Health Plan Continuation Period. The Health Plan Cost Invoice shall include any per participant fee charged by the record-keeper for each participating Executive Employee and Transferred Employee and any other incremental costs associated with the continued participation by the Executive Employees and the Transferred Employees in the Health and Welfare Plans of the Companies after the Effective Date. The CPE Group shall cooperate with the Companies in making all filings or reports required under applicable law and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. 4.4. The CPE Group shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the Health and Welfare Plans and their fiduciaries, from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in such Health and Welfare Plans during the Health and Welfare Plan Continuation Period, (B) the responsibilities of the Companies to comply with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage after the Effective Date and before January 1, 2010, (C) the adoption by CPE and the members of the CPE Group of the Health and Welfare Plans and (D) CPE's and the members of the CPE Group's status as participating employers under such Health and Welfare Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless CPE and the CPE Group and their directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Health and Welfare Plans. 4.5. Nothing in this Agreement shall be deemed to limit the Companies' or the CPE Group's right to amend and /or terminate any of the Benefit Plans of the Companies or the Benefit Plans of the CPE Group, as applicable. 4.6. Effective as of the end of the Health Plan Continuation Period, the CPE Group shall provide each Executive Employee and Transferred Employee with credit for all service with the Companies for vesting and eligibility purposes only under each of its Benefits Plans in which such Executive Employee or Transferred Employee is eligible to participate, except to the extent that such service credit would result in a duplication of benefits with respect to the same period of service with the Companies. With respect to each Benefit Plan provided by any member of the CPE Group that is a health and welfare plan, as of the end of the Health Plan Continuation Period the CPE Group shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Executive Employees and Transferred Employees, provided that if such plan is provided under an insured arrangement, such waiver will occur only to the extent required by Law or otherwise permitted under the applicable insurance contract or agreements, and (ii) for the year in which the Health Plan Continuation Period ends, provide each Executive Employee and Transferred Employee with credit for any co-payments and deductibles paid prior to the end of the Health Plan Continuation Period in satisfying any applicable deductible or out-of-pocket requirements under such group health. 4.7. Except as otherwise provided in this Agreement, none of the Companies shall have liability under any Health and Welfare Plan with respect to any claim incurred on or after the Effective Date in respect of any Executive Employee or Transferred Employee. Neither CPE nor any member of the CPE Group shall have any liability under any Health and Welfare Plan for expenses incurred or services rendered with respect to any claim incurred prior to the Effective Date in respect of any Executive Employee or Transferred Employee. 4.8. For purposes of this Section 4, a claim shall be deemed incurred when the event occurs or condition arises giving rise to the claim which, in the case of claims under medical, dental, hospitalization and vision benefits, will be deemed to occur when the applicable expense is incurred or the service provided. 4.9. Effective as of January 1, 2010, the CPE Group shall assume responsibility for operation of the welfare benefit program consisting of health reimbursement accounts known as "Option One" arising from benefits originally provided in 2004 and 2005 to Executive Employees and Transferred Employees (the "Option One Benefits"). No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) from the Companies has become final and binding, the CPE Group shall reimburse the Companies for any reasonable fees and direct costs and expenses actually incurred by the Companies for the continued administration and operation by the Companies of the Option One Benefits during the Health Plan Continuation Period. 4.10. Without limiting the foregoing, the CPE Group shall immediately, and in any event within ten (10) business days after receipt by the CPE Group of notice from the Companies of a claim for indemnification hereunder, fully indemnify the Companies from any claim or demand made after the Effective Date, or liability assumed hereunder (including all reasonable fees and expenses incurred by the Companies arising out of or relating to the Option One Benefits) regardless of when the event giving rise to such claim or demand occurred; provided, however, that no indemnification by the CPE Group shall be required, to the extent that such claim was the result of the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Option One Benefits. 4.11. The Companies, CPE and the members of the CPE Group agree that, as of the Effective Date through the end of the Health Plan Continuation Period, with respect to any Benefit Plan of the Companies that has a flexible spending account arrangement, Executive Employees and Transferred Employee will continue to participate in such Benefit Plans (the "RTA Flex Plans"). During the Health Plan Continuation Period, the CPE Group shall provide, or cause to be provided, to the Companies or the record-keepers or trustees of the RTA Flex Plans all information within its control that is reasonably required to administer and operate the RTA Flex Plans with respect to the Executive Employees and Transferred Employees during the Health Plan Continuation Period. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (an "FSA Cost Invoice") from the Companies or the record-keepers of the RTA Flex Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or the RTA Flex Plans for any reasonable fees and direct costs and expenses actually incurred by the Companies or by the RTA Flex Plans for the continued administration and operation by the Companies of the RTA Flex Plans with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including, any per participant fee charged by the record-keepers for each participating Executive Employee and Transferred Employee during the Health Plan Continuation Period and any other incremental costs directly associated with the continued participation by the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period. The CPE Group shall cooperate with the Companies in making all filings or reports required under the Code or ERISA, including, the Form 5500 for the 2009 plan year, and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. The Companies shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the RTA Flex Plans and its fiduciaries from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period, (B) the adoption by CPE and the members of the CPE Group of the RTA Flex Plans and (C) CPE's and the members of the CPE Group's status as participating employers under the RTA Flex Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless the CPE Group and its directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the RTA Flex Plans. 4.12. CPE and the members of the CPE Group shall cease to be participating employers in the Health and Welfare Plans, as well as the RTA Flex Plans, on the last day of the Health Plan Continuation Period.

Health and Welfare Benefit Plans. 4.1. (a) (i) Effective no later than January 1, 2010the Effective Time, the CPE participation of each Fortive Employee who is a participant in a Xxxxxxx Welfare Plan shall automatically cease and (ii) Fortive shall or shall cause a member of the Fortive Group (or CPEA) shall adopt such health and welfare plans as it determines for to have in effect, no later than the benefit earlier of the Executive Employees and the Transferred Employees. From the Effective Date until December 31, 2009, or such earlier date that the CPE Group of cessation described in subsection (or CPEi) adopts the health and welfare plans described above, (the "Health Plan Continuation Period"), the Executive Employees and the Transferred Employees and, subject to the satisfaction of the applicable eligibility requirements, any person hired by CPE above or the CPE Group during the Health Plan Continuation Period (and, in each case, their respective beneficiaries and dependents) will be eligible to continue to participate in the health and welfare plans of the Companies listed on Exhibit C (the "Health and Welfare Plans") on the same terms and conditions of the applicable Health and Welfare Plan as in effect Business Day immediately prior to the Effective Date. Prior to the Effective DateTime, the Companies, CPE and the CPE Group shall take all commercially reasonable actions required (including adopting certain amendments of the Health and Fortive Welfare Plans and the approval by the authorized boards or committees (or authorized officers) of CPE and the members of the CPE Group of the adoption of the Health and Welfare Plans and the execution of an adoption agreement effecting such adoption, if requested by the Companies) to provide that CPE and the members of the CPE Group shall adopt the Health and Welfare Plans so that CPE and the members of the CPE Group will become participating employers in the Health and Welfare Plans during the Health Plan Continuation Period. During the Health Plan Continuation Period, CPE and the members of CPE Group shall provide, or cause to be provided, to the Companies or the administrator, record-keeper or trustee of the Health and Welfare Plans, all information within its control that is reasonably required to administer and operate the Health and Welfare Plans with respect to the Executive Employees and the Transferred Employees during the Health Plan Continuation Period. 4.2. The Companies shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under such Health and Welfare Plans before January 1, 2010, provided, that the CPE Group shall be responsible for the costs thereof (net of participant contributions actually paid) with respect to any Executive Employee or Transferred Employee who incur a qualifying event during the Health Plan Continuation Period. The CPE Group shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their providing health and welfare plans benefits for the benefit of each Fortive Employee with respect terms that are substantially similar to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after January 1, 2010. 4.3. No later than 30 days after those provided to the applicable Fortive Employee immediately prior to the date on which any invoice (including supporting documentation in reasonable detail) (a "Health Plan Cost Invoice") from the Companies or any of the Health and such Fortive Welfare Plans has become final effective; and binding as provided below, the CPE Group shall reimburse the Companies or any of the Health and Welfare Plans, as applicable, for any reasonable fees and direct costs and expenses actually incurred by the Companies or any of the Health and Welfare Plans for the continued administration and operation by the Companies of the Health and Welfare Plans after the Effective Date with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including any such amounts resulting from a COBRA qualifying event or loss of coverage affecting an Executive Employee or Transferred Employee during the Health Plan Continuation Period. The Health Plan Cost Invoice shall include any per participant fee charged by the record-keeper for each participating Executive Employee and Transferred Employee and any other incremental costs associated with the continued participation by the Executive Employees and the Transferred Employees in the Health and Welfare Plans of the Companies after the Effective Date. The CPE Group shall cooperate with the Companies in making all filings or reports required under applicable law and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. 4.4. The CPE Group shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the Health and Welfare Plans and their fiduciaries, from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in such Health and Welfare Plans during the Health and Welfare Plan Continuation Period, (B) the responsibilities of the Companies to comply with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, effective on and the corresponding provisions of the Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage after the Effective Date and before January 1, 2010, date of cessation described in subsection (Ci) the adoption by CPE and the members of the CPE Group of the Health and Welfare Plans and (D) CPE's and the members of the CPE Group's status as participating employers under such Health and Welfare Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless CPE and the CPE Group and their directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilitiesabove, to the extent that such costsfully perform, expenses, losses pay and discharge all claims of Fortive Employees or other liabilities result from the willful misconduct or material breach of fiduciary duty Former Fortive Service Providers (excepting any claims of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Health and Welfare Plans. 4.5. Nothing in this Agreement shall be deemed to limit the Companies' or the CPE Group's right to amend and /or terminate any of the Benefit Plans of the Companies or the Benefit Plans of the CPE Group, as applicable. 4.6. Effective Former Fortive Service Providers under a Xxxxxxx U.S. OPEB Plan) that remain unpaid as of the end date on which such Fortive Welfare Plans become effective, regardless of whether any such claim was incurred prior to, on or after such date. For the Health Plan Continuation Periodavoidance of doubt, and solely for the purposes of this Section 3.1, the CPE Group term “Fortive Welfare Plan” shall provide each Executive Employee not include any Fortive OPEB Plans, and Transferred Employee with credit for all service with Fortive OPEB Plans will instead be governed by Section 3.4 of this Agreement. (b) For any claims related to Fortive Employees or Former Fortive Service Providers paid by a Xxxxxxx Welfare Plan prior to Effective Time, where the Companies for vesting cost of such claim(s) have not been charged back to any appropriate and eligibility purposes only under each of its Benefits Plans in which such Executive Employee or Transferred Employee is eligible to participate, except to the extent that such service credit would result in a duplication of benefits with respect to the same period of service with the Companies. With respect to each Benefit Plan provided by any applicable member of the CPE Fortive Group that is a health and welfare plan, as of the end of the Health Plan Continuation Period the CPE Group shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Executive Employees and Transferred Employees, provided that if such plan is provided under an insured arrangement, such waiver will occur only to the extent required by Law or otherwise permitted under the applicable insurance contract or agreements, and (ii) for the year in which the Health Plan Continuation Period ends, provide each Executive Employee and Transferred Employee with credit for any co-payments and deductibles paid prior to the end of the Health Plan Continuation Period in satisfying any applicable deductible or out-of-pocket requirements under such group health. 4.7. Except as otherwise provided in this Agreement, none of the Companies shall have liability under any Health and Welfare Plan with respect to any claim incurred on or after the Effective Date in respect of any Executive Employee or Transferred Employee. Neither CPE nor any member of the CPE Group shall have any liability under any Health and Welfare Plan for expenses incurred or services rendered with respect to any claim incurred prior to the Effective Date in respect of any Executive Employee or Transferred Employee. 4.8. For purposes of this Section 4, a claim shall be deemed incurred when the event occurs or condition arises giving rise to the claim which, in the case of claims under medical, dental, hospitalization and vision benefits, will be deemed to occur when the applicable expense is incurred or the service provided. 4.9. Effective as of January 1, 2010Time, the CPE Group shall assume responsibility Xxxxxxx Welfare Plan will retain the right, for operation of the welfare benefit program consisting of health reimbursement accounts known as "Option One" arising from benefits originally provided in 2004 and 2005 to Executive Employees and Transferred Employees no longer than one (the "Option One Benefits"). No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail1) from the Companies has become final and binding, the CPE Group shall reimburse the Companies for any reasonable fees and direct costs and expenses actually incurred by the Companies for the continued administration and operation by the Companies of the Option One Benefits during the Health Plan Continuation Period. 4.10. Without limiting the foregoing, the CPE Group shall immediately, and in any event within ten (10) business days after receipt by the CPE Group of notice from the Companies of a claim for indemnification hereunder, fully indemnify the Companies from any claim or demand made year after the Effective Date, or liability assumed hereunder (including all reasonable fees and expenses incurred by the Companies arising out of or relating to the Option One Benefits) regardless of when the event giving rise to such claim or demand occurred; provided, however, that no indemnification by the CPE Group shall be requiredTime, to seek reimbursement from the extent that such claim was the result applicable member of the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, Fortive Group in the maintenance or administration of the Option One Benefits. 4.11. The Companies, CPE and the members of the CPE Group agree that, as of the Effective Date through the end of the Health Plan Continuation Period, accordance with respect to any Benefit Plan of the Companies that has a flexible spending account arrangement, Executive Employees and Transferred Employee will continue to participate in such Benefit Plans (the "RTA Flex Plans"). During the Health Plan Continuation Period, the CPE Group shall provide, or cause to be provided, to the Companies or the record-keepers or trustees of the RTA Flex Plans all information within its control that is reasonably required to administer and operate the RTA Flex Plans with respect to the Executive Employees and Transferred Employees during the Health Plan Continuation Period. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detailSection 2.3(c) (an "FSA Cost Invoice") from the Companies or the record-keepers of the RTA Flex Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or the RTA Flex Plans for any reasonable fees and direct costs and expenses actually incurred by the Companies or by the RTA Flex Plans for the continued administration and operation by the Companies of the RTA Flex Plans with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paidclaims described in this Section 3.1(b), including, any per participant fee charged by the record-keepers for each participating Executive Employee and Transferred Employee during the Health Plan Continuation Period and any other incremental costs directly associated with the continued participation by the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period. The CPE Group shall cooperate with the Companies in making all filings or reports required under the Code or ERISA, including, the Form 5500 for the 2009 plan year, and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. The Companies shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the RTA Flex Plans and its fiduciaries from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period, (B) the adoption by CPE and the members of the CPE Group of the RTA Flex Plans and (C) CPE's and the members of the CPE Group's status as participating employers under the RTA Flex Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless the CPE Group and its directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the RTA Flex Plans. 4.12. CPE and the members of the CPE Group shall cease to be participating employers in the Health and Welfare Plans, as well as the RTA Flex Plans, on the last day of the Health Plan Continuation Period.

Health and Welfare Benefit Plans. 4.1. (a) Effective no later than January 1as of or as soon as reasonably practicable following the Closing, 2010, the CPE Group (Purchaser or CPE) one of Purchaser’s affiliates shall adopt such health and welfare plans as it determines for the benefit of the Executive Employees and the Transferred Employees. From the Effective Date until December 31, 2009, or such earlier date that the CPE Group (or CPE) adopts the health and welfare plans described above, (the "Health Plan Continuation Period"), the Executive Employees and the Transferred Employees and, subject to the satisfaction of the applicable eligibility requirements, any person hired by CPE or the CPE Group during the Health Plan Continuation Period (and, in each case, their respective beneficiaries and dependents) will be eligible to continue to participate in the health and welfare plans of the Companies listed on Exhibit C (the "Health and Welfare Plans") on the same terms and conditions of the applicable Health and Welfare Plan as in effect immediately prior to the Effective Date. Prior to the Effective Date, the Companies, CPE and the CPE Group shall take all commercially reasonable actions required (including adopting certain amendments of the Health and Welfare Plans and the approval by the authorized boards or committees (or authorized officers) of CPE and the members of the CPE Group of the adoption of the Health and Welfare Plans and the execution of an adoption agreement effecting such adoption, if requested by the Companies) to provide that CPE and the members of the CPE Group shall adopt the Health and Welfare Plans so that CPE and the members of the CPE Group will become participating employers in the Health and Welfare Plans during the Health Plan Continuation Period. During the Health Plan Continuation Period, CPE and the members of CPE Group shall provide, maintain or cause to be providedmaintained benefit plans to provide medical care, to the Companies or the administrator, record-keeper or trustee of the Health and Welfare Plans, all information within its control that is reasonably required to administer and operate the Health and Welfare Plans with respect to the Executive Employees and the Transferred Employees during the Health Plan Continuation Period. 4.2. The Companies shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAAdental care, and the corresponding provisions of their Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under such Health and Welfare Plans before January 1, 2010, provided, that the CPE Group shall be responsible vision care for the costs thereof (net of participant contributions actually paid) with respect to any Executive Employee or Transferred Employee who incur a qualifying event during the Health Plan Continuation Period. The CPE Group shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their health and welfare plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after January 1, 2010. 4.3. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (a "Health Plan Cost Invoice") from the Companies or any of the Health and Welfare Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or any of the Health and Welfare Plans, as applicable, for any reasonable fees and direct costs and expenses actually incurred by the Companies or any of the Health and Welfare Plans for the continued administration and operation by the Companies of the Health and Welfare Plans after the Effective Date with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paidcollectively, “Purchaser’s Health Plans”), including any such amounts resulting from a COBRA qualifying event or loss of coverage affecting an Executive Employee or Transferred Employee during the Health Plan Continuation Period. The Health Plan Cost Invoice shall include any per participant fee charged by the record-keeper for each participating Executive Employee and Transferred Employee and any other incremental costs associated with the continued participation by the Executive Employees and the Transferred Employees in the Health and Welfare Plans of the Companies after the Effective Date. The CPE Group shall cooperate with the Companies in making all filings or reports required under applicable law and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. 4.4. The CPE Group shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the Health and Welfare Plans and their fiduciaries, from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to To the extent arising fromcommercially reasonable, relating no waiting period or exclusion from coverage of any pre-existing medical condition shall apply to or otherwise in respect of (A) the participation of the Executive Employees any Transferred Employee (or dependent thereof) in Purchaser’s Health Plans, and the all payments, charges and expenses of such Transferred Employees in such (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the medical, dental, and vision plans of Seller (the “Seller’s Health and Welfare Plans Plans”) during the plan year under Seller’s Health and Welfare Plan Continuation Period, (B) Plans in which the responsibilities of the Companies to comply with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage after the Effective Date and before January 1, 2010, (C) the adoption by CPE and the members of the CPE Group of the Health and Welfare Plans and (D) CPE's and the members of the CPE Group's status as participating employers under such Health and Welfare Plans; provided, that no indemnification by the CPE Group Closing occurs shall be required, credited toward any deductible and out-of-pocket maximum applicable under Purchaser’s Health Plans for the Companies shall indemnify plan year under Purchaser’s Health Plan in which the Closing occurs. Until Purchaser’s Health Plans are in effect (and hold harmless CPE and in the CPE Group and their directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilitiesevent of a termination of a Transferred Employee after Purchaser’s Health Plans are in effect), to the extent that such costsany Transferred Employee elects after the Closing Date to receive coverage under Seller’s Health Plans (other than any plan described in Section 6.12(b)) through the Consolidated Omnibus Budget Reconciliation Act of 1985, expensesas amended (“COBRA”), losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of any Purchaser shall reimburse the Seller for (i) the employer portion of the Companies, COBRA premium for each Transferred Employee for so long as such Transferred Employee remains employed with Purchaser or any affiliate of their respective directorsPurchaser, officers or employees, in calculated as the maintenance or administration Seller’s portion of such premium as of the time immediately prior to the Closing, and (ii) the excess of all claims under the Seller’s Health Plans incurred by Transferred Employees on or after Closing and Welfare Plans. 4.5. Nothing in this Agreement shall be deemed prior to limit the Companies' or the CPE Group's right to amend and /or terminate any effective date of the Benefit Purchaser’s Health Plans over the sum of the Companies or the Benefit Plans of the CPE Group, as applicable. 4.6all COBRA premiums. Effective as of the end Closing, the Purchaser shall establish plans providing life insurance and long-term disability benefits substantially similar to those provided to Transferred Employees immediately prior to Closing. (b) Effective as of the Health Plan Continuation PeriodClosing, the CPE Group shall provide each Executive Employee and Transferred Employee with credit except as otherwise provided for all service with the Companies for vesting and eligibility purposes only under each of its Benefits Plans in which such Executive Employee or Transferred Employee is eligible to participate, except to the extent that such service credit would result in a duplication of benefits Section 6.05(a) with respect to COBRA or similar state laws, Transferred Employees shall cease to be eligible to participate in Seller’s Health Plans and any of Seller’s welfare benefit plans, programs, policies and arrangements (collectively, “Seller’s H&W Plans”) and shall be eligible to commence participation in Purchaser’s Health Plans and Purchaser’s welfare benefit plans, programs, policies and arrangements (collectively, “Purchaser’s H&W Plans”) in accordance with, and subject to, the same period of service with the Companies. With respect to each Benefit Plan provided by any member of the CPE Group that is a health and welfare planmembership, as of the end of the Health Plan Continuation Period the CPE Group shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation eligibility and coverage requirements applicable thereof (which shall conform to the Executive Employees requirements of this Article VI, including paragraph (a) above and Transferred EmployeesSection 6.06 below), provided that if such plan is provided under an insured arrangement, such waiver will occur only subject to the extent required by Law or otherwise permitted under the applicable insurance contract or agreements, and (ii) for the year in which the Health Plan Continuation Period ends, provide each Executive Employee and Transferred Employee with credit for any co-payments and deductibles paid prior to the end penultimate sentence of the Health Plan Continuation Period in satisfying any applicable deductible or out-of-pocket requirements under such group health. 4.7. Except as otherwise provided in this Agreement, none of the Companies shall have liability under any Health and Welfare Plan with respect to any claim incurred on or after the Effective Date in respect of any Executive Employee or Transferred Employee. Neither CPE nor any member of the CPE Group shall have any liability under any Health and Welfare Plan for expenses incurred or services rendered with respect to any claim incurred prior to the Effective Date in respect of any Executive Employee or Transferred Employee. 4.8. For purposes of this Section 4, a claim shall be deemed incurred when the event occurs or condition arises giving rise to the claim which, in the case of claims under medical, dental, hospitalization and vision benefits, will be deemed to occur when the applicable expense is incurred or the service provided. 4.96.05(a). Effective as of January 1the Closing, 2010, the CPE Group shall assume responsibility for operation of the welfare benefit program consisting of health reimbursement accounts known as "Option One" arising from benefits originally provided in 2004 (y) Purchaser and 2005 to Executive Employees and Transferred Employees (the "Option One Benefits"). No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) from the Companies has become final and binding, the CPE Group shall reimburse the Companies for any reasonable fees and direct costs and expenses actually incurred by the Companies for the continued administration and operation by the Companies of the Option One Benefits during the Health Plan Continuation Period. 4.10. Without limiting the foregoing, the CPE Group shall immediately, and in any event within ten (10) business days after receipt by the CPE Group of notice from the Companies of a claim for indemnification hereunder, fully indemnify the Companies from any claim or demand made after the Effective Date, or liability assumed hereunder (including all reasonable fees and expenses incurred by the Companies arising out of or relating to the Option One Benefits) regardless of when the event giving rise to such claim or demand occurred; provided, however, that no indemnification by the CPE Group Purchaser’s affiliates shall be required, to the extent that such claim was the result responsible under Purchaser’s H&W Plans or otherwise for all claims by or on behalf of the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Option One Benefits. 4.11. The Companies, CPE and the members of the CPE Group agree that, as of the Effective Date through the end of the Health Plan Continuation Period, with respect to any Benefit Plan of the Companies that has a flexible spending account arrangement, Executive Employees and Transferred Employee will continue to participate in such Benefit Plans (the "RTA Flex Plans"). During the Health Plan Continuation Period, the CPE Group shall provide, or cause to be provided, to the Companies or the record-keepers or trustees of the RTA Flex Plans all information within its control that is reasonably required to administer and operate the RTA Flex Plans with respect to the Executive Employees and Transferred Employees during the Health Plan Continuation Period. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (an "FSA Cost Invoice") from the Companies or the record-keepers of the RTA Flex Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or the RTA Flex Plans for any reasonable fees and direct costs and expenses actually incurred by the Companies or by the RTA Flex Plans for the continued administration and operation by the Companies of the RTA Flex Plans with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including, any per participant fee charged by arising from and after the record-keepers for each participating Executive Employee and Transferred Employee during the Health Plan Continuation Period and any other incremental costs directly associated with the continued participation by the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period. The CPE Group shall cooperate with the Companies in making all filings or reports required under the Code or ERISA, including, the Form 5500 for the 2009 plan yearClosing Date, and in distributing (z) Seller and Seller’s affiliates shall be responsible under Seller’s H&W Plans for all claims by or on behalf of any employee communications Employees arising on or materials prior to the Executive Employees and the Transferred Employees. The Companies shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representativesClosing Date, and the RTA Flex Plans and its fiduciaries from and against any costsfor applicable certificates of creditable coverage under HIPAA, expenses, losses or other liabilities (net of participant contributions actually paid) subject to the extent arising from, relating to or otherwise in respect penultimate sentence of (A) the participation of the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period, (B) the adoption by CPE and the members of the CPE Group of the RTA Flex Plans and (C) CPE's and the members of the CPE Group's status as participating employers under the RTA Flex Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless the CPE Group and its directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the RTA Flex PlansSection 6.05(a). 4.12. CPE and the members of the CPE Group shall cease to be participating employers in the Health and Welfare Plans, as well as the RTA Flex Plans, on the last day of the Health Plan Continuation Period.

Health and Welfare Benefit Plans. 4.1. Effective no later than January 1, 2010, the CPE Group (or CPE) shall adopt such health and welfare plans as it determines for the benefit of the Executive Employees and the Transferred Employees. From the Effective Date until December 31, 2009, or such earlier date that the CPE Group (or CPE) adopts the health and welfare plans described above, (the "Health Plan Continuation Period"), the Executive Employees and the Transferred Employees and, subject to the satisfaction of the applicable eligibility requirements, any person hired by CPE or the CPE Group during the Health Plan Continuation Period (and, in each case, their respective beneficiaries and dependents) will be eligible to continue to participate in the health and welfare plans of the Companies listed on Exhibit C (the "Health and Welfare Plans") on the same terms and conditions of the applicable Health and Welfare Plan as in effect immediately prior to the Effective Date. Prior to the Effective Date, the Companies, CPE and the CPE Group shall take all commercially reasonable actions required (including adopting certain amendments of the Health and Welfare Plans and the approval by the authorized boards or committees (or authorized officers) of CPE and the members of the CPE Group of the adoption of the Health and Welfare Plans and the execution of an adoption agreement effecting such adoption, if requested by the Companies) to provide that CPE and the members of the CPE Group shall adopt the Health and Welfare Plans so that CPE and the members of the CPE Group will become participating employers in the Health and Welfare Plans during the Health Plan Continuation Period. During the Health Plan Continuation Period, CPE and the members of CPE Group shall provide, or cause to be provided, to the Companies or the administrator, record-keeper or trustee of the Health and Welfare Plans, all information within its control that is reasonably required to administer and operate the Health and Welfare Plans with respect to the Executive Employees and the Transferred Employees during the Health Plan Continuation Period. 4.2. The Companies shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under such Health and Welfare Plans before January 1, 2010, provided, that the CPE Group shall be responsible for the costs thereof (net of participant contributions actually paid) with respect to any Executive Employee or Transferred Employee who incur a qualifying event during the Health Plan Continuation Period. The CPE Group shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their health and welfare plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after January 1, 2010. 4.3. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (a "Health Plan Cost Invoice") from the Companies or any of the Health and Welfare Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or any of the Health and Welfare Plans, as applicable, for any reasonable fees and direct costs and expenses actually incurred by the Companies or any of the Health and Welfare Plans for the continued administration and operation by the Companies of the Health and Welfare Plans after the Effective Date with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including any such amounts resulting from a COBRA qualifying event or loss of coverage affecting an Executive Employee or Transferred Employee during the Health Plan Continuation Period. The Health Plan Cost Invoice shall include any per participant fee charged by the record-keeper for each participating Executive Employee and Transferred Employee and any other incremental costs associated with the continued participation by the Executive Employees and the Transferred Employees in the Health and Welfare Plans of the Companies after the Effective Date. The CPE Group shall cooperate with the Companies in making all filings or reports required under applicable law and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. 4.4. The CPE Group shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the Health and Welfare Plans and their fiduciaries, from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in such Health and Welfare Plans during the Health and Welfare Plan Continuation Period, (B) the responsibilities of the Companies to comply with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage after the Effective Date and before January 1, 2010, (C) the adoption by CPE and the members of the CPE Group of the Health and Welfare Plans and (D) CPE's and the members of the CPE Group's status as participating employers under such Health and Welfare Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless CPE and the CPE Group and their directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Health and Welfare Plans. 4.5. Nothing in this Agreement shall be deemed to limit the Companies' or the CPE Group's right to amend and /or terminate any of the Benefit Plans of the Companies or the Benefit Plans of the CPE Group, as applicable. 4.6. Effective as of the end of the Health Plan Continuation Period, the CPE Group shall provide each Executive Employee and Transferred Employee with credit for all service with the Companies for vesting and eligibility purposes only under each of its Benefits Plans in which such Executive Employee or Transferred Employee is eligible to participate, except to the extent that such service credit would result in a duplication of benefits with respect to the same period of service with the Companies. With respect to each Benefit Plan provided by any member of the CPE Group that is a health and welfare plan, as of the end of the Health Plan Continuation Period the CPE Group shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Executive Employees and Transferred Employees, provided that if such plan is provided under an insured arrangement, such waiver will occur only to the extent required by Law or otherwise permitted under the applicable insurance contract or agreements, and (ii) for the year in which the Health Plan Continuation Period ends, provide each Executive Employee and Transferred Employee with credit for any co-payments and deductibles paid prior to the end of the Health Plan Continuation Period in satisfying any applicable deductible or out-of-pocket requirements under such group health. 4.7. Except as otherwise provided in this Agreement, none of the Companies shall have liability under any Health and Welfare Plan with respect to any claim incurred on or after the Effective Date in respect of any Executive Employee or Transferred Employee. Neither CPE nor any member of the CPE Group shall have any liability under any Health and Welfare Plan for expenses incurred or services rendered with respect to any claim incurred prior to the Effective Date in respect of any Executive Employee or Transferred Employee. 4.8. For purposes of this Section 4, a claim shall be deemed incurred when the event occurs or condition arises giving rise to the claim which, in the case of claims under medical, dental, hospitalization and vision benefits, will be deemed to occur when the applicable expense is incurred or the service provided. 4.9. Effective as of January 1, 2010, the CPE Group shall assume responsibility for operation of the welfare benefit program consisting of health reimbursement accounts known as "Option One" arising from benefits originally provided in 2004 and 2005 to Executive Employees and Transferred Employees (the "Option One Benefits"). No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) from the Companies has become final and binding, the CPE Group shall reimburse the Companies for any reasonable fees and direct costs and expenses actually incurred by the Companies for the continued administration and operation by the Companies of the Option One Benefits during the Health Plan Continuation Period. 4.10. Without limiting the foregoing, the CPE Group shall immediately, and in any event within ten (10) business days after receipt by the CPE Group of notice from the Companies of a claim for indemnification hereunder, fully indemnify the Companies from any claim or demand made after the Effective Date, or liability assumed hereunder (including all reasonable fees and expenses incurred by the Companies arising out of or relating to the Option One Benefits) regardless of when the event giving rise to such claim or demand occurred; provided, however, that no indemnification by the CPE Group shall be required, to the extent that such claim was the result of the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Option One Benefits. 4.11. The Companies, CPE and the members of the CPE Group agree that, as of the Effective Date through the end of the Health Plan Continuation Period, with respect to any Benefit Plan of the Companies that has a flexible spending account arrangement, Executive Employees and Transferred Employee will continue to participate in such Benefit Plans (the "RTA Flex Plans"). During the Health Plan Continuation Period, the CPE Group shall provide, or cause to be provided, to the Companies or the record-keepers or trustees of the RTA Flex Plans all information within its control that is reasonably required to administer and operate the RTA Flex Plans with respect to the Executive Employees and Transferred Employees during the Health Plan Continuation Period. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (an "FSA Cost Invoice") from the Companies or the record-keepers of the RTA Flex Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or the RTA Flex Plans for any reasonable fees and direct costs and expenses actually incurred by the Companies or by the RTA Flex Plans for the continued administration and operation by the Companies of the RTA Flex Plans with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including, any per participant fee charged by the record-keepers for each participating Executive Employee and Transferred Employee during the Health Plan Continuation Period and any other incremental costs directly associated with the continued participation by the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period. The CPE Group shall cooperate with the Companies in making all filings or reports required under the Code or ERISA, including, the Form 5500 for the 2009 plan year, and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. The Companies shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the RTA Flex Plans and its fiduciaries from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period, (B) the adoption by CPE and the members of the CPE Group of the RTA Flex Plans and (C) CPE's and the members of the CPE Group's status as participating employers under the RTA Flex Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless the CPE Group and its directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the RTA Flex Plans. 4.12. CPE and the members of the CPE Group shall cease to be participating employers in the Health and Welfare Plans, as well as the RTA Flex Plans, on the last day of the Health Plan Continuation Period.

Health and Welfare Benefit Plans. 4.1. (i) Effective no later than January 1, 2010the Effective Time, the CPE participation of each Fortive Employee who is a participant in a Xxxxxxx Welfare Plan shall automatically cease and (ii) Fortive shall or shall cause a member of the Fortive Group (or CPEA) shall adopt such health and welfare plans as it determines for to have in effect, no later than the benefit earlier of the Executive Employees and the Transferred Employees. From the Effective Date until December 31, 2009, or such earlier date that the CPE Group of cessation described in subsection (or CPEi) adopts the health and welfare plans described above, (the "Health Plan Continuation Period"), the Executive Employees and the Transferred Employees and, subject to the satisfaction of the applicable eligibility requirements, any person hired by CPE above or the CPE Group during the Health Plan Continuation Period (and, in each case, their respective beneficiaries and dependents) will be eligible to continue to participate in the health and welfare plans of the Companies listed on Exhibit C (the "Health and Welfare Plans") on the same terms and conditions of the applicable Health and Welfare Plan as in effect Business Day immediately prior to the Effective Date. Prior to the Effective DateTime, the Companies, CPE and the CPE Group shall take all commercially reasonable actions required (including adopting certain amendments of the Health and Fortive Welfare Plans and the approval by the authorized boards or committees (or authorized officers) of CPE and the members of the CPE Group of the adoption of the Health and Welfare Plans and the execution of an adoption agreement effecting such adoption, if requested by the Companies) to provide that CPE and the members of the CPE Group shall adopt the Health and Welfare Plans so that CPE and the members of the CPE Group will become participating employers in the Health and Welfare Plans during the Health Plan Continuation Period. During the Health Plan Continuation Period, CPE and the members of CPE Group shall provide, or cause to be provided, to the Companies or the administrator, record-keeper or trustee of the Health and Welfare Plans, all information within its control that is reasonably required to administer and operate the Health and Welfare Plans with respect to the Executive Employees and the Transferred Employees during the Health Plan Continuation Period. 4.2. The Companies shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under such Health and Welfare Plans before January 1, 2010, provided, that the CPE Group shall be responsible for the costs thereof (net of participant contributions actually paid) with respect to any Executive Employee or Transferred Employee who incur a qualifying event during the Health Plan Continuation Period. The CPE Group shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their providing health and welfare plans benefits for the benefit of each Fortive Employee with respect terms that are substantially similar to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after January 1, 2010. 4.3. No later than 30 days after those provided to the applicable Fortive Employee immediately prior to the date on which any invoice (including supporting documentation in reasonable detail) (a "Health Plan Cost Invoice") from the Companies or any of the Health and such Fortive Welfare Plans has become final effective; and binding as provided below, the CPE Group shall reimburse the Companies or any of the Health and Welfare Plans, as applicable, for any reasonable fees and direct costs and expenses actually incurred by the Companies or any of the Health and Welfare Plans for the continued administration and operation by the Companies of the Health and Welfare Plans after the Effective Date with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including any such amounts resulting from a COBRA qualifying event or loss of coverage affecting an Executive Employee or Transferred Employee during the Health Plan Continuation Period. The Health Plan Cost Invoice shall include any per participant fee charged by the record-keeper for each participating Executive Employee and Transferred Employee and any other incremental costs associated with the continued participation by the Executive Employees and the Transferred Employees in the Health and Welfare Plans of the Companies after the Effective Date. The CPE Group shall cooperate with the Companies in making all filings or reports required under applicable law and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. 4.4. The CPE Group shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the Health and Welfare Plans and their fiduciaries, from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in such Health and Welfare Plans during the Health and Welfare Plan Continuation Period, (B) the responsibilities of the Companies to comply with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, effective on and the corresponding provisions of the Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage after the Effective Date and before January 1, 2010, date of cessation described in subsection (Ci) the adoption by CPE and the members of the CPE Group of the Health and Welfare Plans and (D) CPE's and the members of the CPE Group's status as participating employers under such Health and Welfare Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless CPE and the CPE Group and their directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilitiesabove, to the extent that such costsfully perform, expenses, losses pay and discharge all claims of Fortive Employees or other liabilities result from the willful misconduct or material breach of fiduciary duty Former Fortive Service Providers (excepting any claims of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Health and Welfare Plans. 4.5. Nothing in this Agreement shall be deemed to limit the Companies' or the CPE Group's right to amend and /or terminate any of the Benefit Plans of the Companies or the Benefit Plans of the CPE Group, as applicable. 4.6. Effective Former Fortive Service Providers under a Xxxxxxx U.S. OPEB Plan) that remain unpaid as of the end date on which such Fortive Welfare Plans become effective, regardless of whether any such claim was incurred prior to, on or after such date. For the Health Plan Continuation Periodavoidance of doubt, and solely for the purposes of this Section 3.1, the CPE Group term “Fortive Welfare Plan” shall provide each Executive Employee not include any Fortive OPEB Plans, and Transferred Employee with credit for all service with Fortive OPEB Plans will instead be governed by Section 3.4 of this Agreement. (b) For any claims related to Fortive Employees or Former Fortive Service Providers paid by a Xxxxxxx Welfare Plan prior to Effective Time, where the Companies for vesting cost of such claim(s) have not been charged back to any appropriate and eligibility purposes only under each of its Benefits Plans in which such Executive Employee or Transferred Employee is eligible to participate, except to the extent that such service credit would result in a duplication of benefits with respect to the same period of service with the Companies. With respect to each Benefit Plan provided by any applicable member of the CPE Fortive Group that is a health and welfare plan, as of the end of the Health Plan Continuation Period the CPE Group shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Executive Employees and Transferred Employees, provided that if such plan is provided under an insured arrangement, such waiver will occur only to the extent required by Law or otherwise permitted under the applicable insurance contract or agreements, and (ii) for the year in which the Health Plan Continuation Period ends, provide each Executive Employee and Transferred Employee with credit for any co-payments and deductibles paid prior to the end of the Health Plan Continuation Period in satisfying any applicable deductible or out-of-pocket requirements under such group health. 4.7. Except as otherwise provided in this Agreement, none of the Companies shall have liability under any Health and Welfare Plan with respect to any claim incurred on or after the Effective Date in respect of any Executive Employee or Transferred Employee. Neither CPE nor any member of the CPE Group shall have any liability under any Health and Welfare Plan for expenses incurred or services rendered with respect to any claim incurred prior to the Effective Date in respect of any Executive Employee or Transferred Employee. 4.8. For purposes of this Section 4, a claim shall be deemed incurred when the event occurs or condition arises giving rise to the claim which, in the case of claims under medical, dental, hospitalization and vision benefits, will be deemed to occur when the applicable expense is incurred or the service provided. 4.9. Effective as of January 1, 2010Time, the CPE Group shall assume responsibility Xxxxxxx Welfare Plan will retain the right, for operation of the welfare benefit program consisting of health reimbursement accounts known as "Option One" arising from benefits originally provided in 2004 and 2005 to Executive Employees and Transferred Employees no longer than one (the "Option One Benefits"). No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail1) from the Companies has become final and binding, the CPE Group shall reimburse the Companies for any reasonable fees and direct costs and expenses actually incurred by the Companies for the continued administration and operation by the Companies of the Option One Benefits during the Health Plan Continuation Period. 4.10. Without limiting the foregoing, the CPE Group shall immediately, and in any event within ten (10) business days after receipt by the CPE Group of notice from the Companies of a claim for indemnification hereunder, fully indemnify the Companies from any claim or demand made year after the Effective Date, or liability assumed hereunder (including all reasonable fees and expenses incurred by the Companies arising out of or relating to the Option One Benefits) regardless of when the event giving rise to such claim or demand occurred; provided, however, that no indemnification by the CPE Group shall be requiredTime, to seek reimbursement from the extent that such claim was the result applicable member of the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, Fortive Group in the maintenance or administration of the Option One Benefits. 4.11. The Companies, CPE and the members of the CPE Group agree that, as of the Effective Date through the end of the Health Plan Continuation Period, accordance with respect to any Benefit Plan of the Companies that has a flexible spending account arrangement, Executive Employees and Transferred Employee will continue to participate in such Benefit Plans (the "RTA Flex Plans"). During the Health Plan Continuation Period, the CPE Group shall provide, or cause to be provided, to the Companies or the record-keepers or trustees of the RTA Flex Plans all information within its control that is reasonably required to administer and operate the RTA Flex Plans with respect to the Executive Employees and Transferred Employees during the Health Plan Continuation Period. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detailSection 2.3(c) (an "FSA Cost Invoice") from the Companies or the record-keepers of the RTA Flex Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or the RTA Flex Plans for any reasonable fees and direct costs and expenses actually incurred by the Companies or by the RTA Flex Plans for the continued administration and operation by the Companies of the RTA Flex Plans with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paidclaims described in this Section 3.1(b), including, any per participant fee charged by the record-keepers for each participating Executive Employee and Transferred Employee during the Health Plan Continuation Period and any other incremental costs directly associated with the continued participation by the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period. The CPE Group shall cooperate with the Companies in making all filings or reports required under the Code or ERISA, including, the Form 5500 for the 2009 plan year, and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. The Companies shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the RTA Flex Plans and its fiduciaries from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period, (B) the adoption by CPE and the members of the CPE Group of the RTA Flex Plans and (C) CPE's and the members of the CPE Group's status as participating employers under the RTA Flex Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless the CPE Group and its directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the RTA Flex Plans. 4.12. CPE and the members of the CPE Group shall cease to be participating employers in the Health and Welfare Plans, as well as the RTA Flex Plans, on the last day of the Health Plan Continuation Period.

Health and Welfare Benefit Plans. 4.1. (i) Effective no later than January 1, 2010the Separation Effective Time, the CPE participation of each Newco Employee who is a participant in an Everest Welfare Plan shall automatically cease and (ii) Everest shall cause Newco or a member of the Newco Group (A) to have in effect, no later than the earlier of the date of cessation described in subsection (i) above or CPE) shall adopt such the Business Day immediately prior to the Separation Effective Time, Newco Welfare Plans providing health and welfare plans as it determines benefits for the benefit of the Executive Employees and the Transferred Employees. From the Effective Date until December 31, 2009, or such earlier date each Newco Employee with terms that the CPE Group (or CPE) adopts the health and welfare plans described above, (the "Health Plan Continuation Period"), the Executive Employees and the Transferred Employees and, subject are substantially similar to those provided to the satisfaction of the applicable eligibility requirements, any person hired by CPE or the CPE Group during the Health Plan Continuation Period (and, in each case, their respective beneficiaries and dependents) will be eligible to continue to participate in the health and welfare plans of the Companies listed on Exhibit C (the "Health and Welfare Plans") on the same terms and conditions of the applicable Health and Welfare Plan as in effect Newco Employee immediately prior to the Effective Date. Prior to the Effective Date, the Companies, CPE and the CPE Group shall take all commercially reasonable actions required (including adopting certain amendments of the Health and date on which such Newco Welfare Plans become effective (excepting any benefits under an Everest U.S. OPEB Plan); and the approval by the authorized boards or committees (or authorized officersB) of CPE effective on and the members of the CPE Group of the adoption of the Health and Welfare Plans and the execution of an adoption agreement effecting such adoption, if requested by the Companies) to provide that CPE and the members of the CPE Group shall adopt the Health and Welfare Plans so that CPE and the members of the CPE Group will become participating employers in the Health and Welfare Plans during the Health Plan Continuation Period. During the Health Plan Continuation Period, CPE and the members of CPE Group shall provide, or cause to be provided, to the Companies or the administrator, record-keeper or trustee of the Health and Welfare Plans, all information within its control that is reasonably required to administer and operate the Health and Welfare Plans with respect to the Executive Employees and the Transferred Employees during the Health Plan Continuation Period. 4.2. The Companies shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under such Health and Welfare Plans before January 1, 2010, provided, that the CPE Group shall be responsible for the costs thereof (net of participant contributions actually paid) with respect to any Executive Employee or Transferred Employee who incur a qualifying event during the Health Plan Continuation Period. The CPE Group shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their health and welfare plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after January 1, 2010. 4.3. No later than 30 days after the date of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of Newco Employees or Former Newco Service Providers (excepting any claims of any Former Newco Service Providers under an Everest U.S. OPEB Plan) where such claims are incurred on which any invoice or following the date of cessation described in subsection (including supporting documentation in reasonable detaili) (a "Health Plan Cost Invoice") from above. For the Companies or any avoidance of doubt, and except as otherwise required by the Health Transfer Regulations, Everest and the Everest Welfare Plans has become final shall retain, fully perform, pay and binding as provided below, the CPE Group shall reimburse the Companies discharge all claims of Newco Employees and Former Newco Service Providers incurred under any Everest Welfare Plan on or any of the Health and Welfare Plans, as applicable, for any reasonable fees and direct costs and expenses actually incurred by the Companies or any of the Health and Welfare Plans for the continued administration and operation by the Companies of the Health and Welfare Plans after the Effective Date with respect prior to the Executive date of such cessation described in subsection (i) above. (b) For any claims related to Newco Employees and or Former Newco Service Providers paid by an Everest Welfare Plan prior to the Transferred Employees (net of participant contributions actually paid)Separation Effective Time, including any such amounts resulting from a COBRA qualifying event or loss where the cost of coverage affecting an Executive Employee or Transferred Employee during the Health Plan Continuation Period. The Health Plan Cost Invoice shall include any per participant fee applicable to such claim(s) have not been previously charged by the record-keeper for each participating Executive Employee and Transferred Employee and any other incremental costs associated with the continued participation by the Executive Employees and the Transferred Employees in the Health and Welfare Plans of the Companies after the Effective Date. The CPE Group shall cooperate with the Companies in making all filings or reports required under applicable law and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. 4.4. The CPE Group shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the Health and Welfare Plans and their fiduciaries, from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in such Health and Welfare Plans during the Health and Welfare Plan Continuation Period, (B) the responsibilities of the Companies to comply with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage after the Effective Date and before January 1, 2010, (C) the adoption by CPE and the members of the CPE Group of the Health and Welfare Plans and (D) CPE's and the members of the CPE Group's status as participating employers under such Health and Welfare Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless CPE and the CPE Group and their directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Health and Welfare Plans. 4.5. Nothing in this Agreement shall be deemed to limit the Companies' or the CPE Group's right to amend and /or terminate any of the Benefit Plans of the Companies or the Benefit Plans of the CPE Group, as applicable. 4.6. Effective as of the end of the Health Plan Continuation Period, the CPE Group shall provide each Executive Employee and Transferred Employee with credit for all service with the Companies for vesting and eligibility purposes only under each of its Benefits Plans in which such Executive Employee or Transferred Employee is eligible to participate, except to the extent that such service credit would result in a duplication of benefits with respect to the same period of service with the Companies. With respect to each Benefit Plan provided by any applicable member of the CPE Newco Group that is a health and welfare plan, as of the end of the Health Plan Continuation Period the CPE Group shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Executive Employees and Transferred Employees, provided that if such plan is provided under an insured arrangement, such waiver will occur only to the extent required by Law or otherwise permitted under the applicable insurance contract or agreements, and (ii) for the year in which the Health Plan Continuation Period ends, provide each Executive Employee and Transferred Employee with credit for any co-payments and deductibles paid prior to the end Separation Effective Time in the ordinary course of business, the Health Plan Continuation Period in satisfying any applicable deductible or out-of-pocket requirements under such group health. 4.7. Except as otherwise provided in this Agreement, none of the Companies shall have liability under any Health and Everest Welfare Plan with respect to any claim incurred on or will retain the right, for no longer than one (1) year after the Separation Effective Date in respect of any Executive Employee or Transferred Employee. Neither CPE nor any Time, to receive reimbursement from the applicable member of the CPE Newco Group shall have for any liability under any Health and Welfare Plan for expenses incurred or services rendered with respect to any claim incurred prior to the Effective Date claims described in respect of any Executive Employee or Transferred Employee. 4.8. For purposes of this Section 4, a claim shall be deemed incurred when the event occurs or condition arises giving rise to the claim which, in the case of claims under medical, dental, hospitalization and vision benefits, will be deemed to occur when the applicable expense is incurred or the service provided3.1(b). 4.9. Effective as of January 1, 2010, the CPE Group shall assume responsibility for operation of the welfare benefit program consisting of health reimbursement accounts known as "Option One" arising from benefits originally provided in 2004 and 2005 to Executive Employees and Transferred Employees (the "Option One Benefits"). No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) from the Companies has become final and binding, the CPE Group shall reimburse the Companies for any reasonable fees and direct costs and expenses actually incurred by the Companies for the continued administration and operation by the Companies of the Option One Benefits during the Health Plan Continuation Period. 4.10. Without limiting the foregoing, the CPE Group shall immediately, and in any event within ten (10) business days after receipt by the CPE Group of notice from the Companies of a claim for indemnification hereunder, fully indemnify the Companies from any claim or demand made after the Effective Date, or liability assumed hereunder (including all reasonable fees and expenses incurred by the Companies arising out of or relating to the Option One Benefits) regardless of when the event giving rise to such claim or demand occurred; provided, however, that no indemnification by the CPE Group shall be required, to the extent that such claim was the result of the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Option One Benefits. 4.11. The Companies, CPE and the members of the CPE Group agree that, as of the Effective Date through the end of the Health Plan Continuation Period, with respect to any Benefit Plan of the Companies that has a flexible spending account arrangement, Executive Employees and Transferred Employee will continue to participate in such Benefit Plans (the "RTA Flex Plans"). During the Health Plan Continuation Period, the CPE Group shall provide, or cause to be provided, to the Companies or the record-keepers or trustees of the RTA Flex Plans all information within its control that is reasonably required to administer and operate the RTA Flex Plans with respect to the Executive Employees and Transferred Employees during the Health Plan Continuation Period. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (an "FSA Cost Invoice") from the Companies or the record-keepers of the RTA Flex Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or the RTA Flex Plans for any reasonable fees and direct costs and expenses actually incurred by the Companies or by the RTA Flex Plans for the continued administration and operation by the Companies of the RTA Flex Plans with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including, any per participant fee charged by the record-keepers for each participating Executive Employee and Transferred Employee during the Health Plan Continuation Period and any other incremental costs directly associated with the continued participation by the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period. The CPE Group shall cooperate with the Companies in making all filings or reports required under the Code or ERISA, including, the Form 5500 for the 2009 plan year, and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. The Companies shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the RTA Flex Plans and its fiduciaries from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period, (B) the adoption by CPE and the members of the CPE Group of the RTA Flex Plans and (C) CPE's and the members of the CPE Group's status as participating employers under the RTA Flex Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless the CPE Group and its directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the RTA Flex Plans. 4.12. CPE and the members of the CPE Group shall cease to be participating employers in the Health and Welfare Plans, as well as the RTA Flex Plans, on the last day of the Health Plan Continuation Period.

Health and Welfare Benefit Plans. 4.1. (a) (i) Effective no later than January 1, 2010the Separation Effective Time, the CPE participation of each Newco Employee who is a participant in an Everest Welfare Plan shall automatically cease and (ii) Everest shall cause Newco or a member of the Newco Group (A) to have in effect, no later than the earlier of the date of cessation described in subsection (i) above or CPE) shall adopt such the Business Day immediately prior to the Separation Effective Time, Newco Welfare Plans providing health and welfare plans as it determines benefits for the benefit of the Executive Employees and the Transferred Employees. From the Effective Date until December 31, 2009, or such earlier date each Newco Employee with terms that the CPE Group (or CPE) adopts the health and welfare plans described above, (the "Health Plan Continuation Period"), the Executive Employees and the Transferred Employees and, subject are substantially similar to those provided to the satisfaction of the applicable eligibility requirements, any person hired by CPE or the CPE Group during the Health Plan Continuation Period (and, in each case, their respective beneficiaries and dependents) will be eligible to continue to participate in the health and welfare plans of the Companies listed on Exhibit C (the "Health and Welfare Plans") on the same terms and conditions of the applicable Health and Welfare Plan as in effect Newco Employee immediately prior to the Effective Date. Prior to the Effective Date, the Companies, CPE and the CPE Group shall take all commercially reasonable actions required (including adopting certain amendments of the Health and date on which such Newco Welfare Plans become effective (excepting any benefits under an Everest U.S. OPEB Plan); and the approval by the authorized boards or committees (or authorized officersB) of CPE effective on and the members of the CPE Group of the adoption of the Health and Welfare Plans and the execution of an adoption agreement effecting such adoption, if requested by the Companies) to provide that CPE and the members of the CPE Group shall adopt the Health and Welfare Plans so that CPE and the members of the CPE Group will become participating employers in the Health and Welfare Plans during the Health Plan Continuation Period. During the Health Plan Continuation Period, CPE and the members of CPE Group shall provide, or cause to be provided, to the Companies or the administrator, record-keeper or trustee of the Health and Welfare Plans, all information within its control that is reasonably required to administer and operate the Health and Welfare Plans with respect to the Executive Employees and the Transferred Employees during the Health Plan Continuation Period. 4.2. The Companies shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under such Health and Welfare Plans before January 1, 2010, provided, that the CPE Group shall be responsible for the costs thereof (net of participant contributions actually paid) with respect to any Executive Employee or Transferred Employee who incur a qualifying event during the Health Plan Continuation Period. The CPE Group shall be responsible for complying with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of their health and welfare plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage at any time after January 1, 2010. 4.3. No later than 30 days after the date of cessation described in subsection (i) above, to fully perform, pay and discharge all claims of Newco Employees or Former Newco Service Providers (excepting any claims of any Former Newco Service Providers under an Everest U.S. OPEB Plan) where such claims are incurred on which any invoice or following the date of cessation described in subsection (including supporting documentation in reasonable detaili) (a "Health Plan Cost Invoice") from above. For the Companies or any avoidance of doubt, and except as otherwise required by the Health Transfer Regulations, Everest and the Everest Welfare Plans has become final shall retain, fully perform, pay and binding as provided below, the CPE Group shall reimburse the Companies discharge all claims of Newco Employees and Former Newco Service Providers incurred under any Everest Welfare Plan on or any of the Health and Welfare Plans, as applicable, for any reasonable fees and direct costs and expenses actually incurred by the Companies or any of the Health and Welfare Plans for the continued administration and operation by the Companies of the Health and Welfare Plans after the Effective Date with respect prior to the Executive date of such cessation described in subsection (i) above. (b) For any claims related to Newco Employees and or Former Newco Service Providers paid by an Everest Welfare Plan prior to the Transferred Employees (net of participant contributions actually paid)Separation Effective Time, including any such amounts resulting from a COBRA qualifying event or loss where the cost of coverage affecting an Executive Employee or Transferred Employee during the Health Plan Continuation Period. The Health Plan Cost Invoice shall include any per participant fee applicable to such claim(s) have not been previously charged by the record-keeper for each participating Executive Employee and Transferred Employee and any other incremental costs associated with the continued participation by the Executive Employees and the Transferred Employees in the Health and Welfare Plans of the Companies after the Effective Date. The CPE Group shall cooperate with the Companies in making all filings or reports required under applicable law and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. 4.4. The CPE Group shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the Health and Welfare Plans and their fiduciaries, from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in such Health and Welfare Plans during the Health and Welfare Plan Continuation Period, (B) the responsibilities of the Companies to comply with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Health and Welfare Plans with respect to Executive Employees and Transferred Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage after the Effective Date and before January 1, 2010, (C) the adoption by CPE and the members of the CPE Group of the Health and Welfare Plans and (D) CPE's and the members of the CPE Group's status as participating employers under such Health and Welfare Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless CPE and the CPE Group and their directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Health and Welfare Plans. 4.5. Nothing in this Agreement shall be deemed to limit the Companies' or the CPE Group's right to amend and /or terminate any of the Benefit Plans of the Companies or the Benefit Plans of the CPE Group, as applicable. 4.6. Effective as of the end of the Health Plan Continuation Period, the CPE Group shall provide each Executive Employee and Transferred Employee with credit for all service with the Companies for vesting and eligibility purposes only under each of its Benefits Plans in which such Executive Employee or Transferred Employee is eligible to participate, except to the extent that such service credit would result in a duplication of benefits with respect to the same period of service with the Companies. With respect to each Benefit Plan provided by any applicable member of the CPE Newco Group that is a health and welfare plan, as of the end of the Health Plan Continuation Period the CPE Group shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Executive Employees and Transferred Employees, provided that if such plan is provided under an insured arrangement, such waiver will occur only to the extent required by Law or otherwise permitted under the applicable insurance contract or agreements, and (ii) for the year in which the Health Plan Continuation Period ends, provide each Executive Employee and Transferred Employee with credit for any co-payments and deductibles paid prior to the end Separation Effective Time in the ordinary course of business, the Health Plan Continuation Period in satisfying any applicable deductible or out-of-pocket requirements under such group health. 4.7. Except as otherwise provided in this Agreement, none of the Companies shall have liability under any Health and Everest Welfare Plan with respect to any claim incurred on or will retain the right, for no longer than one (1) year after the Separation Effective Date in respect of any Executive Employee or Transferred Employee. Neither CPE nor any Time, to receive reimbursement from the applicable member of the CPE Newco Group shall have for any liability under any Health and Welfare Plan for expenses incurred or services rendered with respect to any claim incurred prior to the Effective Date claims described in respect of any Executive Employee or Transferred Employee. 4.8. For purposes of this Section 4, a claim shall be deemed incurred when the event occurs or condition arises giving rise to the claim which, in the case of claims under medical, dental, hospitalization and vision benefits, will be deemed to occur when the applicable expense is incurred or the service provided3.1(b). 4.9. Effective as of January 1, 2010, the CPE Group shall assume responsibility for operation of the welfare benefit program consisting of health reimbursement accounts known as "Option One" arising from benefits originally provided in 2004 and 2005 to Executive Employees and Transferred Employees (the "Option One Benefits"). No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) from the Companies has become final and binding, the CPE Group shall reimburse the Companies for any reasonable fees and direct costs and expenses actually incurred by the Companies for the continued administration and operation by the Companies of the Option One Benefits during the Health Plan Continuation Period. 4.10. Without limiting the foregoing, the CPE Group shall immediately, and in any event within ten (10) business days after receipt by the CPE Group of notice from the Companies of a claim for indemnification hereunder, fully indemnify the Companies from any claim or demand made after the Effective Date, or liability assumed hereunder (including all reasonable fees and expenses incurred by the Companies arising out of or relating to the Option One Benefits) regardless of when the event giving rise to such claim or demand occurred; provided, however, that no indemnification by the CPE Group shall be required, to the extent that such claim was the result of the willful misconduct or material breach of fiduciary duty of any of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the Option One Benefits. 4.11. The Companies, CPE and the members of the CPE Group agree that, as of the Effective Date through the end of the Health Plan Continuation Period, with respect to any Benefit Plan of the Companies that has a flexible spending account arrangement, Executive Employees and Transferred Employee will continue to participate in such Benefit Plans (the "RTA Flex Plans"). During the Health Plan Continuation Period, the CPE Group shall provide, or cause to be provided, to the Companies or the record-keepers or trustees of the RTA Flex Plans all information within its control that is reasonably required to administer and operate the RTA Flex Plans with respect to the Executive Employees and Transferred Employees during the Health Plan Continuation Period. No later than 30 days after the date on which any invoice (including supporting documentation in reasonable detail) (an "FSA Cost Invoice") from the Companies or the record-keepers of the RTA Flex Plans has become final and binding as provided below, the CPE Group shall reimburse the Companies or the RTA Flex Plans for any reasonable fees and direct costs and expenses actually incurred by the Companies or by the RTA Flex Plans for the continued administration and operation by the Companies of the RTA Flex Plans with respect to the Executive Employees and the Transferred Employees (net of participant contributions actually paid), including, any per participant fee charged by the record-keepers for each participating Executive Employee and Transferred Employee during the Health Plan Continuation Period and any other incremental costs directly associated with the continued participation by the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period. The CPE Group shall cooperate with the Companies in making all filings or reports required under the Code or ERISA, including, the Form 5500 for the 2009 plan year, and in distributing any employee communications or materials to the Executive Employees and the Transferred Employees. The Companies shall indemnify and hold harmless the Companies and their respective directors, officers, employees, agents and representatives, and the RTA Flex Plans and its fiduciaries from and against any costs, expenses, losses or other liabilities (net of participant contributions actually paid) to the extent arising from, relating to or otherwise in respect of (A) the participation of the Executive Employees and the Transferred Employees in the RTA Flex Plans during the Health Plan Continuation Period, (B) the adoption by CPE and the members of the CPE Group of the RTA Flex Plans and (C) CPE's and the members of the CPE Group's status as participating employers under the RTA Flex Plans; provided, that no indemnification by the CPE Group shall be required, and the Companies shall indemnify and hold harmless the CPE Group and its directors, officers, employees, agents and representatives from and against any such costs, expenses, losses or other liabilities, to the extent that such costs, expenses, losses or other liabilities result from the willful misconduct or material breach of fiduciary duty of the Companies, or any of their respective directors, officers or employees, in the maintenance or administration of the RTA Flex Plans. 4.12. CPE and the members of the CPE Group shall cease to be participating employers in the Health and Welfare Plans, as well as the RTA Flex Plans, on the last day of the Health Plan Continuation Period.