Health Coverages. Purchaser shall cause the Company to, and the Company shall, cause each Transferred Business Employee (and his or her eligible dependents) to be covered by a group health plan or plans that (a) comply with the provisions of Section 6.2(a), (b) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the corresponding group health Seller Benefit Plan or Transferred Entity Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan, and (c) to the extent that such plans are the Company group health plans in which such Transferred Business Employee becomes eligible to participate for the first time following the Closing, provide such Transferred Business Employee full credit, for the first year of eligibility, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan during such year for purposes of any deductible, co-payment or maximum out-of-pocket expense provisions, as applicable, of such Company group health plans.
Health Coverages. Purchaser shall cause each Transferred Business Employee and his or her eligible dependents to be covered on and after the Closing by a group health plan or plans maintained by Purchaser or any of its Affiliates that (i) comply with the provisions of Section 5.7(c) or Section 5.7(l), as applicable and (ii) do not limit or exclude coverage on the basis of any preexisting condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan. Purchaser shall use reasonable best efforts to provide each Transferred Business Employee full credit under Purchaser’s or such Affiliate’s group health plans, for the year in which the Closing Date occurs, for any deductible or co-payment already incurred by the Transferred Business Employee under the applicable group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Benefit Plan or Purchaser’s or such Affiliate’s group health plans.
Health Coverages. Purchaser shall, effective as of the end of the applicable service period under the Transition Services Agreement, cause (and, where applicable, shall use commercially reasonable efforts to cause any third party insurance carrier to) each Transferred Business Employee (and his or her eligible dependents) to be covered by a group health plan or plans that (a) comply with the provisions of Section 6.2, (b) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the corresponding group health Parent Benefit Plan or Transferred Entity Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Parent Benefit Plan or Transferred Entity Benefit Plan, and (c) to the extent that such plans are Purchaser group health plans in which such Transferred Business Employee becomes eligible to participate for the first time following the Closing, provide such Transferred Business Employee full credit, for the plan year in which Closing occurs, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Parent Benefit Plan or Transferred Entity Benefit Plan during such year for purposes of any deductible, co-payment or maximum out-of-pocket expense provisions, as applicable, of such Purchaser group health plans, to the same extent provided under the applicable group health Parent Benefit Plan or Transferred Entity Benefit Plan.
Health Coverages. Unless otherwise contemplated by the Transition Services Agreement, Purchaser shall take commercially reasonable efforts to cause each Continuing Employee and his or her eligible dependents to be covered on and after the Closing by a group health plan or plans maintained by Purchaser or any of its Affiliates, to the extent such Continuing Employee satisfied participation requirements and waiting period requirements under a comparable Seller Benefit Plan, that (i) do not limit or exclude coverage on the basis of any preexisting condition of such Continuing Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan, and (ii) provide each Continuing Employee full credit under Purchaser’s or such Affiliate’s group health plans, for the year in which the Closing Date occurs, for any deductible or co-payment already incurred by the Continuing Employee under the applicable group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Benefit Plan or Purchaser’s or such Affiliate’s group health plans.
Health Coverages. Without limiting the scope of Section 7.1(a), Buyer and its Affiliates shall cause each of the Company and the Company Subsidiary to provide each Business Employee (and his or her “eligible dependents”, as defined in the Benefit Plans) to be covered immediately following the Closing Date by a group health plan that provides health benefits (within the meaning of Section 5000(b)(1) of the Code) that (i) complies with the provisions of Section 7.1(a), (ii) does not limit or exclude coverage on the basis of any pre-existing condition of such Business Employee or dependent (other than any limitation already in effect under the Benefit Plan that is a group health plan), and (iii) provides each Business Employee full credit, for the year during which the Closing occurs, for any deductible already incurred by the Business Employee under any group health plan in which the Business Employees become eligible to participate after the Closing Date and for any other out-of-pocket expenses already incurred by the Business Employee under the applicable Benefit Plan that count against any maximum or minimum out-of-pocket expense provision of any group health plan maintained by Buyer and/or its Affiliates.
Health Coverages. Purchaser shall cause each Transferred U.S. Business Employee and his or her eligible dependents to be covered on and after the applicable Employment Transfer Date by a group health plan or plans maintained by Purchaser or any of its Affiliates that (i) comply with the provisions of Section 5.7(a), (ii) do not limit or exclude coverage on the basis of any preexisting condition of such Transferred U.S. Business Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan, and (iii) provide each such Transferred U.S. Business Employee full credit under Purchaser’s or such Affiliate’s group health plans, for the year in which the applicable Employment Transfer Date occurs, for any deductible or co-payment already incurred by the Transferred U.S. Business Employee under the applicable group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Benefit Plan or Purchaser’s or such Affiliate’s group health plans. Neither Purchaser nor any of its Affiliates shall provide a direct or indirect incentive to any Transferred U.S. Business Employee or his or her eligible dependents to elect COBRA continuation coverage under any group health Benefit Plan.
Health Coverages. Purchaser shall cause each Transferred Business Employee (and his or her eligible dependents) to be covered by a group health plan or plans that (a) comply with the provisions of Section 6.2(a), (b) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Business Employee or dependent (other than any limitation already in effect under the corresponding group health Seller Benefit Plan or Transferred Entity Benefit Plan) or on the basis of any other waiting period not in effect under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan, and (c) subject to the obligations under Section 6.2(b), use commercially reasonable efforts to provide such Transferred Business Employee full credit, for the year in which the Closing Date occurs, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Seller Benefit Plan or Transferred Entity Benefit Plan during such year for purposes of any maximum deductible, co-payment or out-of-pocket expense provisions, as applicable, of such Purchaser group health plans.
Health Coverages. Purchaser shall cause each Business Employee who is covered by a group health Benefit Plan immediately prior to the Closing (and his or her eligible dependents) to be covered on and after the Closing by a group health plan or plans maintained by Purchaser or any of its Affiliates that comply with the provisions of Section 5.7(b) and shall make reasonable best efforts to have such plans:
(i) not limit or exclude coverage on any basis, including on the basis of any preexisting condition of such Business Employee or dependent or any waiting period; and
(ii) provide each Business Employee full credit under Purchaser’s or such Affiliate’s group health plans, for the year in which the Closing Date occurs, for any deductible or co-payment already incurred by such Business Employee under the applicable group health Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Benefit Plan or Purchaser’s or such Affiliate’s group health plans.
Health Coverages. Purchaser shall make available to each Transferred Employee and his or her eligible dependents coverage under group health Purchaser Benefit Plans that (i) do not limit or exclude coverage on the basis of any pre-existing condition of any Transferred Business Employee or dependent (other than any limitation already in effect under the applicable group health Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Benefit Plan, and (ii) provide each Transferred Business Employee full credit under the applicable group health Purchaser Benefit Plans for the applicable plan year in which the Closing Date occurs, for any deductible, co-payment or out-of-pocket expenses already incurred by the Transferred Business Employee under the applicable group health Benefit Plan in satisfying any deductible, co-payment or out-of-pocket expenses under the applicable group health Purchaser Benefit Plans. Seller shall retain all Liabilities for medical, prescription drug, dental, vision or other welfare benefit expenses for each Transferred Business Employee with respect to claims incurred prior to the Closing Date, with a claim deemed incurred at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained.
Health Coverages. Fermat shall cause each Transferred Ag Business Employee (and his or her “eligible dependents,” as defined in the Fermat Benefit Plans) to be covered as of the Closing by a group health plan or plans that (i) do not limit or exclude coverage on the basis of any pre-existing condition of such Transferred Ag Business Employee or dependent (other than any limitation already in effect under the applicable group health Ag Benefit Plan) or on the basis of any other exclusion or waiting period not in effect under the applicable group health Ag Benefit Plan, and (ii) provide each Transferred Ag Business Employee full credit, for the year in which the Closing Date occurs, for any deductible or co-payment already incurred by the Transferred Ag Business Employee under the applicable group health Ag Benefit Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the applicable group health Ag Benefit Plan or Fermat’s group health plans.
