Common use of H&W Continuation Period Clause in Contracts

H&W Continuation Period. (a) From and after the Contribution Effective Time until the Plan Milestone Date (such period, the “H&W Continuation Period”), IAC shall cause the IAC Health and Welfare Plans in effect at the Contribution Effective Time to provide coverage to HomeAdvisor Employees, Former HomeAdvisor Employees, and any newly hired NewCo Employees (and, in each case, their beneficiaries and dependents) on the same basis as immediately prior to the Contribution Effective Time and in accordance with the terms of IAC’s Health and Welfare Plans. (b) From and after the Merger Effective Time, NewCo shall cause the Company to provide coverage to Company Employees and Former Company Employees under the Company’s health and welfare plans as in effect immediately prior to the Merger Effective Time and until such time (the “H&W Transition Date”) as IAC causes those Company Employees and Former Company Employees who so qualify to participate in IAC’s Health and Welfare Plans. (c) Following the Contribution Effective Time, NewCo shall pay to IAC fees in respect of IAC covering NewCo Employees and Former NewCo Employees under the IAC Health and Welfare Plans, with such fees to be based on the per-employee budgeted rates set forth in Schedule I to this Agreement (as such schedule may be updated by IAC in its sole discretion each calendar year to reflect the updated rates applicable to IAC employees generally). The fees contemplated by this Section 4.01(c) shall be payable in advance each month (i.e., not later than the first day of any month during which coverage applies) during the H&W Continuation Period and shall be based on the prior month’s enrollment, with appropriate, subsequent adjustments in each succeeding month to reflect actual enrollment; provided, however, that the fees relating to the period from and including the first day of the month during which the Contribution Effective Time occurs through the end of the month during which the Contribution Effective Time occurs shall be payable no later than the fifth Business Day following the Contribution Effective Time. In the event that NewCo fails to pay in a timely manner the fees contemplated by this Section 4.01(c), IAC shall have no obligation to provide the coverage contemplated by this Section 4.01 to the applicable NewCo Employees and Former NewCo Employees. (d) Following the end of each calendar year (or portion thereof) during the H&W Continuation Period, but not later than 150 days thereafter, IAC shall calculate in good faith the total costs and expenses of the IAC Health and Welfare Plans for such calendar year (including claims paid and costs and expenses associated with the administration of the IAC Health and Welfare Plans (as determined by IAC in its good faith discretion) and IAC’s good faith estimate of claims incurred in such calendar year but not reported (such estimate to be prepared based on historical claims reporting patterns and history)) (the “Annual H&W Expenses”), and IAC promptly shall provide to NewCo the Annual H&W Expenses following such calculation. To the extent Annual H&W Expenses (i) exceed the aggregate fees paid by IAC and NewCo in respect of coverage during the applicable calendar year of IAC Employees and Former IAC Employees and NewCo Employees and Former NewCo Employees (the “Annual H&W Fees”), NewCo shall pay to IAC by wire transfer its ratable portion (calculated on the basis of the number of NewCo Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Employees taken together and participating in such plans) of the fees deficit, and (ii) are less than the Annual H&W Fees, IAC shall pay to NewCo its ratable portion (calculated on the basis of the number of NewCo Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Employees taken together and participating in such plans) of the excess fees collected, with any such payments pursuant to clause (i) or clause (ii) to be made no later than July 15 following the applicable calendar year. Any calculations made by IAC pursuant to this Section 4.01(d) shall be final and binding upon NewCo and the calculations contemplated by this Section 4.01(d) shall be adjusted to take into account any calendar year in which participation by NewCo Employees and Former NewCo Employees in the IAC Health and Welfare Plans is for less than the full calendar year.

H&W Continuation Period. (a) From IAC will cause the IAC Health and Welfare Plans in effect at the Effective Time to provide coverage to Match Employees and Former Match Employees (and, in each case, their beneficiaries and dependents) from and after the Contribution Effective Time until the Plan Milestone Date (such period, the “H&W Continuation Period”), IAC shall cause the IAC Health and Welfare Plans in effect at the Contribution Effective Time to provide coverage to HomeAdvisor Employees, Former HomeAdvisor Employees, and any newly hired NewCo Employees (and, in each case, their beneficiaries and dependents) on the same basis as immediately prior to the Contribution Effective Time and in accordance with the terms of IAC’s Health and Welfare Plans. (b) From and after . Following the Merger Effective Time, NewCo shall cause the Company to provide coverage to Company Employees and Former Company Employees under the Company’s health and welfare plans as in effect immediately prior to the Merger Effective Time and until such time (the “H&W Transition Date”) as IAC causes those Company Employees and Former Company Employees who so qualify to participate in IAC’s Health and Welfare Plans. (c) Following the Contribution Effective Time, NewCo Match shall pay to IAC fees in respect of IAC covering NewCo such Match Employees and Former NewCo Match Employees under the IAC Health and Welfare Plans, with such fees to be based on the per-employee budgeted rates set forth in on Schedule I A to this Agreement (as such schedule may be updated by IAC in its sole discretion each calendar year to reflect the updated rates applicable to IAC employees generally). The fees contemplated by this Section 4.01(c4.1(a) shall be payable in advance each month (i.e., not later than the first day of any month during which coverage applies) during the H&W Continuation Period and shall be based on the prior month’s enrollment, with appropriate, subsequent adjustments in each succeeding month to reflect actual enrollment; provided, however, that the fees relating to the period from and including the first day of the month during which the Contribution Effective Time occurs through the end of the month during which the Contribution Effective Time occurs shall be payable no later than the fifth Business Day business day following the Contribution Effective Time. In the event that NewCo Match fails to pay in a timely manner the fees contemplated by this Section 4.01(c4.1(a), IAC shall have no obligation to provide the coverage contemplated by this Section 4.01 4.1(a) to the applicable NewCo Match Employees and Former NewCo Match Employees. (db) Following the end of each calendar year (or portion thereof) during the H&W Continuation Period, but not later than 150 one hundred fifty days thereafter, IAC shall calculate in good faith the total costs and expenses of the IAC Health and Welfare Plans for such calendar year (including without limitation claims paid and costs and expenses associated with the administration of the IAC Health and Welfare Plans (as determined by IAC in its good faith discretion) and IAC’s good faith estimate of claims incurred in such calendar year but not reported (such estimate to be prepared based on historical claims reporting patterns and history)) (the “Annual H&W Expenses”), and IAC promptly shall provide to NewCo Match the Annual H&W Expenses following such calculation. To the extent Annual H&W Expenses (i) exceed the aggregate fees paid by IAC and NewCo Match in respect of coverage during the applicable calendar year of IAC Employees and Former IAC Employees and NewCo Match Employees and Former NewCo Match Employees (the “Annual H&W Fees”), NewCo Match shall be required to pay to IAC by wire transfer its ratable portion (calculated on the basis of the number of NewCo Match Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Match Employees taken together and participating in such planstogether) of the fees deficit, and (ii) are is less than the Annual H&W Fees, IAC shall pay to NewCo Match its ratable portion (calculated on the basis of the number of NewCo Match Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Match Employees taken together and participating in such planstogether) of the excess fees collected, with any such payments pursuant to clause (i) or clause (ii) to be made no later than July 15 following the applicable calendar year. Any calculations made by IAC pursuant to this Section 4.01(d4.1(b) shall be final and binding upon NewCo Match and the calculations contemplated by this Section 4.01(d4.1(b) shall be adjusted to take into account any calendar year in which participation by NewCo Match Employees and Former NewCo Match Employees in the IAC Health and Welfare Plans is for less than the full calendar year.

H&W Continuation Period. (a) From and after the Contribution Effective Time until the Plan Milestone Date (such period, the “H&W Continuation Period”), IAC shall will cause the IAC Health and Welfare Plans in effect at the Contribution Mandatory Exchange Effective Time (“IAC H&W Plans”) to provide coverage to HomeAdvisor Employees, Match Employees and Former HomeAdvisor Employees, and any newly hired NewCo Match Employees (and, in each case, their beneficiaries and dependents) from and after November 24, 2015 until the Benefits Participation End Date (such period, the “H&W Continuation Period”). Coverage following the Mandatory Exchange Effective Time shall be on the same basis as immediately prior to the Contribution Mandatory Exchange Effective Time and in accordance with the terms of IAC’s Health and Welfare Plans. (b) From and after . Following the Merger Mandatory Exchange Effective Time, NewCo shall cause the Company to provide coverage to Company Employees and Former Company Employees under the Company’s health and welfare plans as in effect immediately prior to the Merger Effective Time and until such time (the “H&W Transition Date”) as IAC causes those Company Employees and Former Company Employees who so qualify to participate in IAC’s Health and Welfare Plans. (c) Following the Contribution Effective Time, NewCo Match shall pay to IAC fees in respect of IAC covering NewCo such Match Employees and Former NewCo Match Employees under the IAC Health and Welfare Plans, with such fees to be based on the per-employee budgeted rates set forth in on Schedule I A to this Agreement (as such schedule may be updated by IAC in its sole discretion each calendar year to reflect the updated rates applicable to IAC employees generally)Agreement. The fees contemplated by this Section 4.01(c4.1(a) shall be payable in advance each month (i.e., not later than the first day of any month during which coverage applies) during the H&W Continuation Period and shall be based on the prior month’s enrollment, with appropriate, subsequent adjustments in each succeeding month to reflect actual enrollment; provided, however, that consistent with the fees relating practices in effect prior to the period from and including the first day of the month during which the Contribution Mandatory Exchange Effective Time occurs through the end of the month during which the Contribution Effective Time occurs Time. In addition, Match shall be payable no later than subject to the fifth Business Day following same policies with respect to “catch up” premium payments and “premium holidays” applicable to other IAC companies participating in the Contribution IAC H&W Plans, consistent with the practices in effect prior to the Mandatory Exchange Effective Time. In the event that NewCo Match fails to pay in a timely manner the fees contemplated by this Section 4.01(c4.1(a), IAC shall have no obligation to continue, and may cease, to provide the coverage contemplated by this Section 4.01 4.1(a) to the applicable NewCo Match Employees and Former NewCo EmployeesMatch Employees commencing on the fifteenth day that any such fees are past due. (db) Following the end of each calendar year (or portion thereof) during the H&W Continuation Period, but not later than 150 one hundred eighty days thereafter, IAC shall calculate in good faith the total costs and expenses of the IAC Health and Welfare Plans for such calendar year (including without limitation claims paid and costs and expenses associated with the administration of the IAC Health and Welfare Plans (as determined by IAC in its good faith discretion) and IAC’s good faith estimate of claims incurred in such calendar year but not reported (such estimate to be prepared based on historical claims reporting patterns and history)) (the “Annual H&W Expenses”), and IAC promptly shall provide to NewCo Match the Annual H&W Expenses following such calculation. To the extent Annual H&W Expenses (i) exceed the aggregate fees paid by IAC and NewCo Match in respect of coverage during the applicable calendar year of IAC Employees and Former IAC Employees and NewCo Match Employees and Former NewCo Employees (the “Annual H&W Fees”)Match Employees, NewCo Match shall be required to pay to IAC by wire transfer its ratable portion (calculated on the basis of the number of NewCo Match Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Match Employees taken together and participating in such planstogether) of the fees deficit, and (ii) are less than the Annual H&W FeesExpenses, IAC shall pay to NewCo Match its ratable portion (calculated on the basis of the number of NewCo Match Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Match Employees taken together and participating in such planstogether) of the excess fees collected, with any such payments pursuant to clause (i) or clause (ii) to be made no later than July 15 following the applicable calendar year. Any calculations made by IAC pursuant to this Section 4.01(d4.1(b) shall be final and binding upon NewCo Match and the calculations contemplated by this Section 4.01(d4.1(b) shall be adjusted to take into account any calendar year in which participation by NewCo Match Employees and Former NewCo Match Employees in the IAC Health and Welfare Plans is for less than the full calendar year.

H&W Continuation Period. (a) From and after the Contribution Effective Time until the Plan Milestone Date (such period, the “H&W Continuation Period”), IAC shall will cause the IAC Health and Welfare Plans in effect at the Contribution Mandatory Exchange Effective Time to provide coverage to HomeAdvisor Employees, Match Employees and Former HomeAdvisor Employees, and any newly hired NewCo Match Employees (and, in each case, their beneficiaries and dependents) from and after November 24, 2015 until the Benefits Participation End Date (such period, the “H&W Continuation Period”). Coverage following the Mandatory Exchange Effective Time shall be on the same basis as immediately prior to the Contribution Mandatory Exchange Effective Time and in accordance with the terms of IAC’s Health and Welfare Plans. (b) From and after . Following the Merger Mandatory Exchange Effective Time, NewCo shall cause the Company to provide coverage to Company Employees and Former Company Employees under the Company’s health and welfare plans as in effect immediately prior to the Merger Effective Time and until such time (the “H&W Transition Date”) as IAC causes those Company Employees and Former Company Employees who so qualify to participate in IAC’s Health and Welfare Plans. (c) Following the Contribution Effective Time, NewCo Match shall pay to IAC fees in respect of IAC covering NewCo such Match Employees and Former NewCo Match Employees under the IAC Health and Welfare Plans, with such fees to be based on the per-employee budgeted rates set forth in on Schedule I A to this Agreement (as such schedule may be updated by IAC in its sole discretion each calendar year to reflect the updated rates applicable to IAC employees generally)Agreement. The fees contemplated by this Section 4.01(c4.1(a) shall be payable in advance each month (i.e., not later than the first day of any month during which coverage applies) during the H&W Continuation Period and shall be based on the prior month’s enrollment, with appropriate, subsequent adjustments in each succeeding month to reflect actual enrollment; provided, however, that consistent with the fees relating practices in effect prior to the period from and including the first day of the month during which the Contribution Mandatory Exchange Effective Time occurs through the end of the month during which the Contribution Effective Time occurs Time. In addition, Match shall be payable no later than subject to the fifth Business Day following same policies with respect to “catch up” premium payments and “premium holidays” applicable to other IAC companies participating in the Contribution IAC H&W Plans, consistent with the practices in effect prior to the Mandatory Exchange Effective Time. In the event that NewCo Match fails to pay in a timely manner the fees contemplated by this Section 4.01(c4.1(a), IAC shall have no obligation to continue, and may cease, to provide the coverage contemplated by this Section 4.01 4.1(a) to the applicable NewCo Match Employees and Former NewCo EmployeesMatch Employees commencing on the fifteenth day that any such fees are past due. (db) Following the end of each calendar year (or portion thereof) during the H&W Continuation Period, but not later than 150 one hundred eighty days thereafter, IAC shall calculate in good faith the total costs and expenses of the IAC Health and Welfare Plans for such calendar year (including without limitation claims paid and costs and expenses associated with the administration of the IAC Health and Welfare Plans (as determined by IAC in its good faith discretion) and IAC’s good faith estimate of claims incurred in such calendar year but not reported (such estimate to be prepared based on historical claims reporting patterns and history)) (the “Annual H&W Expenses”), and IAC promptly shall provide to NewCo Match the Annual H&W Expenses following such calculation. To the extent Annual H&W Expenses (i) exceed the aggregate fees paid by IAC and NewCo Match in respect of coverage during the applicable calendar year of IAC Employees and Former IAC Employees and NewCo Match Employees and Former NewCo Match Employees (the “Annual H&W Fees”), NewCo Match shall be required to pay to IAC by wire transfer its ratable portion (calculated on the basis of the number of NewCo Match Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Match Employees taken together and participating in such planstogether) of the fees deficit, and (ii) are less than the Annual H&W FeesExpenses, IAC shall pay to NewCo Match its ratable portion (calculated on the basis of the number of NewCo Match Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo Match Employees taken together and participating in such planstogether) of the excess fees collected, with any such payments pursuant to clause (i) or clause (ii) to be made no later than July 15 following the applicable calendar year. Any calculations made by IAC pursuant to this Section 4.01(d4.1(b) shall be final and binding upon NewCo Match and the calculations contemplated by this Section 4.01(d4.1(b) shall be adjusted to take into account any calendar year in which participation by NewCo Match Employees and Former NewCo Match Employees in the IAC Health and Welfare Plans is for less than the full calendar year.

H&W Continuation Period. (a) From and after the Contribution Effective Time until the Plan Milestone Date (such period, the “H&W Continuation Period”), IAC shall will cause the IAC Health and Welfare Plans in effect at the Contribution Mandatory Exchange Effective Time (“IAC H&W Plans”) to provide coverage to HomeAdvisor Employees, SpinCo Employees and Former HomeAdvisor Employees, and any newly hired NewCo SpinCo Employees (and, in each case, their beneficiaries and dependents) from and after the date on which the Mandatory Exchange Effective Time occurs until the Benefits Participation End Date (such period, the “H&W Continuation Period”). Coverage following the Mandatory Exchange Effective Time shall be on the same basis as immediately prior to the Contribution Mandatory Exchange Effective Time and in accordance with the terms of IAC’s Health and Welfare Plans. (b) From and after . Following the Merger Mandatory Exchange Effective Time, NewCo shall cause the Company to provide coverage to Company Employees and Former Company Employees under the Company’s health and welfare plans as in effect immediately prior to the Merger Effective Time and until such time (the “H&W Transition Date”) as IAC causes those Company Employees and Former Company Employees who so qualify to participate in IAC’s Health and Welfare Plans. (c) Following the Contribution Effective Time, NewCo SpinCo shall pay to IAC fees in respect of IAC covering NewCo such SpinCo Employees and Former NewCo SpinCo Employees under the IAC Health and Welfare Plans, with such fees to be based on the per-employee budgeted rates set forth in on Schedule I A to this Agreement (as such schedule may be updated by IAC in its sole discretion each calendar year to reflect the updated rates applicable to IAC employees generally)Agreement. The fees contemplated by this Section 4.01(c4.1(a) shall be payable in advance each month (i.e., not later than the first day of any month during which coverage applies) during the H&W Continuation Period and shall be based on the prior month’s enrollment, with appropriate, subsequent adjustments in each succeeding month to reflect actual enrollment; provided, however, that consistent with the fees relating practices in effect prior to the period from and including the first day of the month during which the Contribution Mandatory Exchange Effective Time occurs through the end of the month during which the Contribution Effective Time occurs Time. In addition, SpinCo shall be payable no later than subject to the fifth Business Day following same policies with respect to “catch up” premium payments and “premium holidays” applicable to other IAC companies participating in the Contribution IAC H&W Plans, consistent with the practices in effect prior to the Mandatory Exchange Effective Time. In the event that NewCo SpinCo fails to pay in a timely manner the fees contemplated by this Section 4.01(c4.1(a), IAC shall have no obligation to continue, and may cease, to provide the coverage contemplated by this Section 4.01 4.1(a) to the applicable NewCo SpinCo Employees and Former NewCo EmployeesSpinCo Employees commencing on the fifteenth day that any such fees are past due; provided that IAC shall provide SpinCo with written notice of default and a cure period of ten (10) Business Days before terminating any coverage. (db) Following the end of each calendar year (or portion thereof) during the H&W Continuation Period, but not later than 150 one hundred eighty (180) days thereafter, IAC shall calculate in good faith the total costs and expenses of the IAC Health and Welfare Plans for such calendar year (including without limitation claims paid and costs and expenses associated with the administration of the IAC Health and Welfare Plans (as determined by IAC in its good faith discretion) and IAC’s good faith estimate of claims incurred in such calendar year but not reported (such estimate to be prepared based on historical claims reporting patterns and history)) (the “Annual H&W Expenses”), and IAC promptly shall provide to NewCo SpinCo the Annual H&W Expenses following such calculation. To the extent Annual H&W Expenses (i) exceed the aggregate fees paid by IAC and NewCo SpinCo in respect of coverage during the applicable calendar year of IAC Employees and Former IAC Employees and NewCo SpinCo Employees and Former NewCo Employees (the “Annual H&W Fees”)SpinCo Employees, NewCo SpinCo shall be required to pay to IAC by wire transfer its ratable portion (calculated on the basis of the number of NewCo SpinCo Employees participating in the IAC Health and Welfare Plans relative to the total number of IAC Employees and NewCo SpinCo Employees taken together and participating in such planstogether) of the fees deficit, and (ii) are less than the Annual H&W Fees, IAC shall pay . Any payment to NewCo its ratable portion (calculated on the basis of the number of NewCo Employees participating in the IAC Health and Welfare Plans relative be made pursuant to the total number of IAC Employees and NewCo Employees taken together and participating in such plans) of the excess fees collected, with any such payments pursuant to clause (i) or clause (ii) to immediately preceding sentence shall be made no later than July 15 following the applicable calendar year. Any calculations made by IAC pursuant to this Section 4.01(d4.1(b) shall be final and binding upon NewCo SpinCo and the calculations contemplated by this Section 4.01(d4.1(b) shall be adjusted to take into account any calendar year in which participation by NewCo SpinCo Employees and Former NewCo SpinCo Employees in the IAC Health and Welfare Plans is for less than the full calendar year.