Medical and Welfare Plan Obligations. (i) Effective as of the Closing Date, Buyer shall designate an existing, or establish or cause to be established a new, group insurance plan ("Buyer's Group Insurance Plan") and one or more related trusts (Buyer's VEBA) for the purpose of funding claims under Buyer's Group Insurance Plan, which trust or trusts shall meet the requirements of Code Sections 419, 419A, 501 and 501(c)(9), in order to provide medical and dental coverage, group-term life insurance coverage, Code Section 125 cafeteria plan coverage, medical and dependent care expense reimbursement account coverage, short- and long-term disability coverage, retiree medical and dental coverage and post-retirement life insurance coverage for the benefit of the Employees and former employees of the Company who were participants in Sellers' Group Insurance Plan (as described on Schedule 3.11(a)) and related trust or trusts ("Sellers' VEBA") immediately prior to the Closing Date (herein, the "Welfare Participating Employees"); provided that a Non-Union Employee who is on disability leave or authorized leave of absence or in military service on the Closing Date shall become a Welfare Participating Employee as of the date such Employee returns to work with Buyer or its affiliates. With respect to the Non-Union Employees, benefits under Buyer's Group Insurance Plan shall be substantially comparable to Sellers' Group Insurance Plan as in effect immediately prior to the Closing.
(ii) Effective as of the Closing Date, all liabilities to or relating to Welfare Participating Employees under Sellers' Group Insurance Plan and VEBA with respect to medical and dental coverage, group-term life insurance coverage, Code Section 125 cafeteria plan coverage, medical and dependent care expense reimbursement account coverage and short- and long-term disability coverage shall cease to be liabilities of Sellers' Group Insurance Plan and VEBA and shall be assumed by Buyer's Group Insurance Plan and VEBA.
(iii) Notwithstanding the foregoing, all claims incurred by a Welfare Participating Employee prior to the Closing Date shall be paid by Seller's Group Insurance Plan and VEBA but Buyer shall be responsible for all liabilities relating to, arising out of or resulting from such claims on or after the Closing Date. For purposes hereof, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs; in the case of a hospital stay, when the person...
Medical and Welfare Plan Obligations. (i) Buyer agrees to waive any waiting periods or limitations for preexisting conditions for each employee of any of the Companies under the welfare benefit programs of Buyer made available to such Company employees on or following the Closing Date, to the same extent such periods or limitations would have been or were waived by Seller and its Affiliates for the same purpose under the comparable type of welfare benefit program in which such Company employee was participating or eligible to participate immediately prior to the Closing Date. Buyer further agrees to credit each employee of any of the Companies for amounts paid by such Company employee under the welfare benefit program in which such Company employee was participating immediately prior to the Closing Date towards satisfaction of the applicable deductibles and out-of-pocket limits recorded by Seller’s or the Companies’ medical plan administrator as of the Closing Date under the comparable type of welfare benefit program of Buyer or its Affiliates in which such Company employee first participates on or after the Closing Date, to the same extent such credit was given under the applicable welfare benefit program, and in each case in respect of the plan year in which occurs the Closing Date.
(ii) Buyer also shall honor (or cause the Companies to honor) all vacation, personal and sick days accrued by such Company employees under the plans, policies, programs and arrangements of Seller, the Companies or any or their Affiliates (or a predecessor to either such entity’s business or assets) immediately prior to the Closing Date.
(iii) Buyer shall provide (or shall cause the Companies to provide) continuation health care coverage to employees of any of the Companies and their qualified beneficiaries who incur a qualifying event, in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA and any similar state local law (“COBRA”) on or after the Closing Date.
Medical and Welfare Plan Obligations. Prior to the Closing Date, Buyer agrees to establish, amend or maintain through transition services agreements, welfare, medical, dental and short-term and long-term disability plans with comparable benefits as are applicable to the Transferring Employees on the Closing Date. Commencing as of 12:01 a.m. on the day immediately following the Closing Date, Buyer shall include the Transferring Employees in such welfare plans and agrees to waive any waiting periods or limitations for preexisting conditions under its new or amended medical, dental, life and short-term and long-term disability plans and shall ensure that Employees are given credit for any amounts paid toward deductibles, out-of-pocket limits or other fees on or prior to the Closing Date. Claims by a Transferring Employee for medical and dental services rendered as of 12:01 a.m. on the day immediately following the Closing Date shall be the responsibility of the medical and dental plans provided by Buyer to the Employees. Claims incurred for medical and dental services for Transferring Employees rendered prior to and including the Closing Date shall be the responsibility of the group medical and dental plans of Seller which covered such Employees prior to and including the Closing Date.
Medical and Welfare Plan Obligations. (i) Any Employees of Seller or its Affiliates who are hired by Purchaser immediately after the Closing, shall become eligible for such medical and welfare benefit plans as Purchaser then maintains in accordance with the terms of each such respective plan, taking into account for eligibility purposes any pre-Closing service credited to such employees under Section 7.4(a) above. Purchaser shall have no obligation to provide welfare benefit coverage for any Employees of Seller or its Affiliates other than as provided in this Section 7.4(e) and shall not assume any liabilities arising under or with respect to any medical or other welfare benefit plans maintained by Seller or its Affiliates and attributable to matters arising before or existing at Closing or arising in connection with this transaction. Seller shall deliver, or cause to be delivered, to Purchaser such records and data concerning participants in Seller's medical and other welfare benefits plans as shall be reasonably satisfactory to Purchaser for purposes of administering its medical and welfare benefits plans with respect to Employees whom Purchaser employs after the Closing.
(i) Purchaser shall use reasonable efforts to contract with the two existing HMO's that cover Affected Employees at the Mountaintop Facility to provide uninterrupted medical coverage (as a new coverage option under Purchaser's group medical plan) to those Affected Employees immediately after the Closing Date on substantially the same terms and conditions as coverage had been provided as of the Closing Date. Affected Employees for whom such uninterrupted HMO coverage is arranged shall continue such coverage after the Closing Date, without the need to re-enroll (if feasible), subject to any future change of enrollment rights under Purchaser's group medical plan. Any Affected Employees who are not covered by either of those two HMOs as of the Closing Date shall be eligible to enroll in any applicable coverage options available under Purchaser's group medical plan, subject to the terms of such coverage options. Coverage under Purchaser's existing CIGNA group medical insurance policy shall be the automatic default coverage option for any Affected Employees who are not eligible for continuing uninterrupted coverage immediately after the Closing Date under one of
(ii) Purchaser shall not assume or have any liability or responsibility for providing or funding health coverage for any individual who retired from employment with Selle...
Medical and Welfare Plan Obligations. Acquiror shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to the Affected Employees or applicable former employees of the Company or any Company Subsidiary under any Acquiror Plan, other than limitations, waiting periods or service requirements that are already in effect with respect to such persons and that have not been satisfied as of the Effective Time under any Company Benefit Plan immediately prior to the Effective Time, and (ii) provide each Affected Employee or applicable former employee of the Company or any Company Subsidiary with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any analogous Acquiror Plan for the plan year that includes the Effective Time.
Medical and Welfare Plan Obligations. On the Closing Date, Horizon or Arrow, as the case may be, shall include the Employees in its welfare plans and agrees to waive any waiting periods or limitations for preexisting conditions under its medical, dental, and short-term and long-term disability plans. Claims by an Employee for medical and dental services rendered on or after the Closing Date shall be the responsibility of the medical and dental plans provided by Horizon or Arrow, as the case may be, to the Employees. Claims incurred for medical and dental services for Employees rendered prior to the Closing Date shall be the responsibility of the group medical and dental plans of Seller which covered such Employees prior to the Closing Date.
Medical and Welfare Plan Obligations. On the Closing Date, Purchaser shall include the Affected Employees in its welfare plans and agrees to waive any waiting periods or limitations for preexisting conditions under its medical, dental, and short-term and long-term disability plans and shall ensure that Employees are given credit for any amounts paid toward deductibles, out-of-pocket limits or other fees prior to the Closing Date. Claims by an Affected Employee for medical and dental services rendered on or after the Closing Date shall be the responsibility of the medical and dental plans provided by Purchaser to the Employees. Claims incurred for medical and dental services for Affected Employees rendered prior to the Closing Date shall be the responsibility of the group medical and dental plans of Pfizer or the Seller Corporation which covered such Employees prior to the Closing Date.
Medical and Welfare Plan Obligations. Commencing at the Effective Time, Purchaser shall include the Affected Employees in its welfare plans subject to the following sentence. Purchaser agrees to waive any waiting periods or limitations for preexisting conditions under its medical and dental plans and agrees in good faith to use its commercially reasonable efforts to waive any waiting periods or limitations for preexisting conditions under its short-term and long-term disability plans, other than any such limitation or waiting period to which the Affected Employee would have been subject, and which would not have been satisfied, at the Effective Time if the applicable Business Employee Plan had applied the same rules as the applicable Purchaser medical or dental plan, and to ensure that the Affected Employees are given credit for any amounts paid toward deductibles, out-of-pocket limits or similar fees on or prior to the Closing Date and during the plan year in which the Closing Date falls.
Medical and Welfare Plan Obligations. (i) Buyer agrees to waive any waiting periods or limitations for preexisting conditions for each Non-Union Employee under the medical and pharmacy benefit programs of Buyer made available to such Non-Union Employees on or following each Transferred Employee’s Transfer Date, to the same extent such periods or limitations would have been or were waived by Seller and its Affiliates for the same purpose under the comparable type of medical or pharmacy benefit program in which such Non-Union Employee was participating or eligible to participate immediately prior to such Transferred Employee’s respective Transfer Date. Buyer further agrees to credit each Non-Union Employee for amounts paid by such or Non-Union Employee under the medical or pharmacy benefit program in which such Non-Union Employee was participating immediately prior to such Transferred Employee’s respective Transfer Date towards satisfaction of the applicable deductibles and out-of-pocket limits under the comparable type of medical or pharmacy benefit program of Buyer or its Affiliates in which such Non-Union Employee first participates on or after each Transferred Employee’s respective Transfer Date, to the same extent such credit was given under the
Medical and Welfare Plan Obligations. Acquiror shall, or shall cause the Surviving Corporation to, (i) waive all limitations as to pre-existing conditions, exclusions and waiting periods and service requirements with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such persons may be eligible to participate in after the Effective Time, other than limitations, waiting periods or service requirements that are already in effect with respect to such persons and that have not been satisfied as of the Effective Time, and (ii) provide each Affected Employee with credit for any co- payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such persons are eligible to participate in after the Effective Time.
