Health Continuation Coverage a) Provided that Executive is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental or vision plan sponsored by the Company, the Company shall pay the applicable premiums (inclusive of premiums for Executive’s dependents for such health, dental or vision plan coverage as in effect immediately prior to the date of the Change in Control Termination) for such continued health, dental or vision plan coverage following the date of the Change in Control Termination for up to the number of months equal to the Change in Control Benefits Period (but in no event after such time as Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as Executive and Executive’s dependents are no longer eligible for COBRA coverage); provided that if continued payment by the Company of the applicable premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended, or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing such continued payment, the Company will instead pay Executive on the first day of each month a fully taxable cash payment equal to the applicable premiums for that month, subject to applicable tax withholdings, for the remainder of the Change in Control Benefits Period. Such coverage shall be counted as coverage pursuant to COBRA. The Company shall have no obligation in respect of any premium payments (or any other payments in respect of health, dental or vision coverage from the Company) following the effective date of Executive’s coverage by a health, dental or vision insurance plan of a subsequent employer. Executive shall be required to notify the Company immediately if Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer. If Executive and Executive’s dependents continue coverage pursuant to COBRA following the conclusion of the Change in Control Benefits Period, Executive will be responsible for the entire payment of such premiums required under COBRA for the duration of the COBRA period.
b) For purposes of this Section 3.3, (i) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (ii) any applicable insurance premiums that are...
Health Continuation Coverage. (a) Provided that Executive is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by FivePrime, FivePrime shall pay the applicable premiums (inclusive of premiums for Executive’s dependents for such health, dental, or vision plan coverage as in effect immediately prior to the date of the Change in Control Termination) for such continued health, dental, or vision plan coverage following the date of the Change in Control Termination for up to the number of months equal to the Change in Control Severance Period (but in no event after such time as Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or as Executive and Executive’s dependents are no longer eligible for COBRA coverage). Such coverage shall be counted as coverage pursuant to COBRA. FivePrime shall have no obligation in respect of any premium payments (or any other payments in respect of health, dental, or vision coverage from FivePrime) following the effective date of the Executive’s coverage by a health, dental, or vision insurance plan of a subsequent employer. Executive shall be required to notify FivePrime immediately if Executive becomes covered by a health, dental, or vision insurance plan of a subsequent employer. If Executive and Executive’s dependents continue coverage pursuant to COBRA following the conclusion of the Change in Control Severance Period, Executive will be responsible for the entire payment of such premiums required under COBRA for the duration of the COBRA period.
(b) For purposes of this Section 2.3, (i) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (ii) any applicable insurance premiums that are paid by FivePrime shall not include any amounts payable by Executive under a Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive.
Health Continuation Coverage. If the Employment Period and Executive’s employment hereunder are terminated pursuant to Sections 5(a), 5(b) or 5(d) and the Executive (or the Executive’s designated beneficiaries or estate) properly and timely elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive (or the Executive’s designated beneficiaries or estate) for the Executive and/or the Executive’s dependents until the earlier of (i) the end of the Remaining Contract Period (in the case of a termination pursuant to Sections 5(a) or 5(b)) or the end of the Severance Period (in the case of termination pursuant to Section 5(d)), (ii) the date Executive and/or Executive’s dependents are no longer eligible to receive COBRA continuation coverage, and (iii) the date on which the Executive and/or Executive’s dependents become eligible to receive substantially similar coverage from another employer. Any reimbursement for COBRA premiums shall be paid to the Executive (or the Executive’s designated beneficiaries or estate) on the first (1st) business day of the month immediately following the month in which the Executive (or the Executive’s designated beneficiaries or estate) timely remits the premium payment. Notwithstanding anything herein to the contrary, if the Company’s reimbursement of COBRA premiums would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree to reform such obligation in a manner as is necessary to comply with the ACA.
Health Continuation Coverage. (i) Provided that Executive is eligible and has made the necessary elections for continuation coverage pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, the Company shall pay the applicable premiums (inclusive of premiums for Executive’s dependents for such health, dental, or vision plan coverage as in effect immediately prior to the date of the Covered Termination or Covered Termination Following a Change in Control, as applicable) for such continued health, dental, or vision plan coverage for Executive and his or her eligible dependents following the date of the Covered Termination or Covered Termination Following a Change in Control, as applicable, for up to the number of months equal to the Severance Period (but in no event after such time as either (1) Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer or (2) Executive and his dependents are no longer eligible for COBRA coverage). Such coverage shall be counted as coverage pursuant to COBRA. The Company shall have no obligation in respect of any premium payments (or any other payments in respect of health, dental, or vision coverage from the Company) following the effective date of the Executive’s coverage by a health, dental, or vision insurance plan of a subsequent employer. Executive shall be required to notify the Company immediately if Executive becomes eligible under a health, dental, or vision insurance plan of a subsequent employer. If Executive and his dependents continue coverage pursuant to COBRA following the conclusion of the Severance Period, Executive will be responsible for the entire payment of such premiums and any other costs required under COBRA for the duration of the COBRA period.
(ii) For purposes of this Section 2.1(b), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by Executive under a Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Executive.
Health Continuation Coverage. Seller shall be responsible for all health continuation coverage requirements of the Code and ERISA for all periods prior to the Closing Date. Buyer shall be responsible for all health continuation coverage requirements of the Code and ERISA for Transferred Employees for all periods subsequent to the Closing Date.
Health Continuation Coverage. (1) Provided that the Employee is eligible for, and timely elects continued coverage under New Jazz health plan and following the Covered Termination, the Employer shall pay to the applicable insurers, as and when due, the applicable premiums (inclusive of premiums for the Employee’s participating dependents for such health, care plan) for such plan coverage for a period of up to fifteen (15) months following the date of the Covered Termination (or such earlier date if the Employee is no longer eligible for coverage). The provision of these benefits is subject to insurance being obtained on normal terms and subject to medical and other underwriting requirements and other terms and conditions.
(2) The Employer’s obligations under this Section 5.2(a)(ii) shall terminate, and no such premium payments (or any other payments for health coverage by the Employer) shall be made by the Employer, as of the earliest of the Employee’s death, the effective date of the Employee’s coverage by a health insurance plan of a subsequent employer and the date the Employee or his dependents cease to be eligible for New Jazz health plan coverage. The Employee shall be required to notify the Employer immediately if the Employee becomes covered by a health insurance plan of a subsequent employer or if the Employee or his participating dependents otherwise cease to be eligible for New Jazz health plan coverage during the period provided in this Section 5.2(a)(ii). Upon the conclusion of such period of insurance premium payments made by the Employer, the Employee will be responsible for the entire payment of premiums required under New Jazz health plan for the remaining duration of the period.
Health Continuation Coverage. Buyer shall be responsible for all health continuation coverage requirements of the Code, and ERISA for all Transferred Employees and their beneficiaries in periods on and subsequent to the Closing Date. Seller shall be responsible for notifying employees who are not Transferred Employees (and the beneficiaries of such employees) of their right to continue their health care coverage under Seller's health care plan at their own cost pursuant to the relevant provisions of Federal Law. Health Insurance Portability and Accountability Act ("HIPAA"). Buyer shall be responsible for all health insurance obligations imposed by HIPAA with respect to any Employee Welfare Benefit Plan which is a group health plan (as defined under Section 5000(b)(1) of the Code or Part 6 of Subtitle B of Title I of ERISA) for all periods on and subsequent to the Closing Date.
Health Continuation Coverage a. Provided that the Eligible Employee is eligible for, and has made an election at the time of the Covered Termination pursuant to COBRA under a health, dental, or vision plan sponsored by the Company, each such Eligible Employee shall be entitled to payment by the Company of all of the applicable premiums (inclusive of premiums for the Eligible Employee’s dependents for such health, dental, or vision plan coverage as in effect immediately prior to the date of the Covered Termination) for such health, dental, or vision plan coverage for a period of six (6) months following the date of the Covered Termination, with such coverage counted as coverage pursuant to COBRA.
b. No such premium payments (or any other payments for health, dental, or vision coverage by the Company) shall be made following the effective date of the Eligible Employee’s coverage by a health, dental, or vision insurance plan of a subsequent employer. Each Eligible Employee shall be required to notify the Plan Administrator immediately if the Eligible Employee becomes covered by a health, dental, or vision insurance plan of a subsequent employer. Upon the conclusion of such period of insurance premium payments made by the Company, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA period.
c. For purposes of this Section 4(a)(ii)(2), (A) references to COBRA shall be deemed to refer also to analogous provisions of state law, and (B) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Eligible Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employee.
Health Continuation Coverage. If Executive elects to continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), then the Company will pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the six month period following the Termination Date (the “COBRA Period”), (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
Health Continuation Coverage. (a) Provided that Executive is eligible and has made any necessary elections pursuant to COBRA, the Company shall pay the premiums (inclusive of premiums for Executive’s dependents to the extent these dependents are covered immediately prior to the Covered Termination) for continued health, dental, and vision coverage until the earlier of (i) eighteen (18) months following the Covered Termination and (ii) such time as Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer (the “General Coverage Period”). Such coverage shall be counted as coverage pursuant to COBRA, to the extent applicable. Executive shall be required to notify the Company in writing immediately if Executive becomes eligible by a health, dental, or vision insurance plan of a subsequent employer. If Executive or Executive’s dependents continue coverage pursuant to COBRA following the conclusion of the period that the Company makes premium payments hereunder, Executive will be responsible for the entire payment of such premiums for the remainder of the applicable COBRA period.
(b) Notwithstanding the foregoing, the Company may elect at any time during the General Coverage Period that, in lieu of paying the premiums, the Company instead shall provide Executive with monthly cash payment equal to the amount the Company would have paid pursuant to Section 3.3(a). Such monthly payments shall be made on the first payroll date to occur during each such month for the remaining portion of the period that ends on the earlier of (i) twenty-seven (27) months following the Covered Termination and (ii) such time as Executive is eligible for coverage under a health, dental or vision insurance plan of a subsequent employer.
