Common use of Health and Welfare Plans Clause in Contracts

Health and Welfare Plans. (a) The Xxxx-XxXxx Health and Welfare Plans shall provide coverage, subject to the provisions of such plans, for Transferred Individuals otherwise covered under the Xxxx-XxXxx Health and Welfare Plans for any claim incurred by such Transferred Individuals before the Close of the Distribution Date (regardless of whether the claim is actually presented to Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plan for payment before the Close of the Distribution Date). Tronox or the appropriate Tronox Entity shall reimburse Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plans for any claims, expenses, costs, or other expenditures incurred by Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plans in providing such coverage for Transferred Individuals to the same extent Tronox or the applicable Tronox Entity would have reimbursed Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plan had the IPO not occurred. (b) Tronox shall cause its Health and Welfare Plans to recognize and maintain all coverage and contribution elections made by Transferred Individuals under the Xxxx-XxXxx Health and Welfare Plans. Tronox shall apply such elections under its Health and Welfare Plans for the remainder of the period or periods for which the elections are by their terms applicable. (c) Tronox shall also cause its Health and Welfare Plans to recognize and give credit for (1) all amounts applied by Transferred Individuals under the Xxxx-XxXxx Health and Welfare Plans to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses have been incurred during the calendar year in which the Distribution Date occurs and (2) all benefits paid to, or received by, Transferred Individuals under the Xxxx-XxXxx Health and Welfare Plans, in either case, for purposes of determining when such persons have received the maximum benefits, including lifetime maximum benefits, provided under its Health and Welfare Plans.

Health and Welfare Plans. (ai) The Xxxx-XxXxx Buyer shall cause the health and welfare plans that it establishes or maintains to cover Transferred Employees (the “Buyer’s Health and Welfare Plans”) to (A) provide coverage as of the Closing Date to the Transferred Employees, other than Transferred Union Employees, covered by Company Health and Welfare Plans shall provide coverage, subject (the “Company Health and Welfare Plans”) immediately prior to the provisions of such plans, for Transferred Individuals otherwise covered Closing under the Xxxx-XxXxx Buyer’s Health and Welfare Plans for any claim incurred by such Transferred Individuals before without the Close need to undergo a physical examination or otherwise provide evidence of the Distribution Date insurability, and (regardless of whether the claim is actually presented to Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plan for payment before the Close of the Distribution Date). Tronox or the appropriate Tronox Entity shall reimburse Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plans for any claims, expenses, costs, or other expenditures incurred by Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plans in providing such coverage for Transferred Individuals to the same extent Tronox or the applicable Tronox Entity would have reimbursed Xxxx-XxXxx or the Xxxx-XxXxx Health and Welfare Plan had the IPO not occurred. (bB) Tronox shall cause its Health and Welfare Plans to recognize and maintain for Transferred Union Employees all coverage and contribution elections made by the Transferred Individuals Union Employees under the Xxxx-XxXxx applicable Company Health and Welfare Plans. Tronox Plans in effect for the period immediately prior to the Closing and shall apply such elections under its Buyer’s Health and Welfare Plans for the remainder of the period or periods for which the such elections are by their terms applicable. (cii) Tronox The Buyer shall also cause its Buyer’s Health and Welfare Plans to recognize and give credit for (1A) all amounts applied by Transferred Individuals under the Xxxx-XxXxx Health and Welfare Plans to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses which have been incurred during by the calendar Transferred Employees under the Company’s Health and Welfare Plans for the remainder of the benefit limit year in which the Distribution Closing Date occurs occurs, and (2B) all benefits paid to, or received by, to Transferred Individuals Employees under the Xxxx-XxXxx Company’s Health and Welfare Plans, during and prior to the benefit limit year in either casewhich the Closing Date occurs, for purposes of determining when such persons have received the maximum benefits, including reached their lifetime maximum benefits, provided benefits under its Buyer’s Health and Welfare Plans. (iii) The Buyer’s Health and Welfare Plans shall include both a flexible spending account component and a dependent care spending account component and assume all Liabilities associated with such accounts with respect to those Transferred Employees who participated in such accounts under the Del Monte Corporation Health Care Spending Account Plan and the Del Monte Corporation Dependent Care Spending Account Plan. The Company shall transfer to the Buyer the aggregate account balances for all such Transferred Employees that may be held by the Company with respect to such accounts for the period prior to the Closing. (iv) Buyer shall be responsible for continuation coverage (COBRA) requirements with respect to any Transferred Employees who terminate employment after the Closing, and shall have no COBRA obligations with respect to any Business Employee or other employee who does not become a Transferred Employee. (v) The Buyer shall provide cash payments and benefits to any Transferred Employee, other than a Transferred Union Employee, whose employment with the Buyer is terminated by the Buyer under circumstances other than “cause” prior to the first anniversary of the Closing Date in an amount not materially less than would have been payable under the severance plans listed on Schedule 5.18(f)(v) to the Company Disclosure Letter (the “Severance Plans”) if such termination had occurred prior to the Closing. For this purpose, “cause” shall have a meaning to be determined by the Buyer, but which shall be similar to the definition of “cause” and shall also include other circumstances which would constitute ineligibility for severance benefits as set forth in the Severance Plans applicable to the Transferred Employee if the termination of employment had occurred prior to the Closing.