Common use of Medical and Welfare Plan Obligations Clause in Contracts

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 first enters the hospital; and in the case of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, when the person first becomes eligible for such continuation coverage. (iv) The Sellers shall use reasonable efforts to assist Buyer to enter into such group insurance policies and contracts with third-party administrators as Buyer considers appropriate, such policies and contracts to become effective as of the Closing Date. (v) The Sellers shall provide Buyer with a list of all Employees who are eligible as of the Closing Date to receive retiree medical or dental coverage or post-retirement life insurance coverage under Sellers' Group Insurance Plan and the type of retiree medical or dental coverage and the level of life insurance coverage for which they are eligible, as applicable. Effective as of the Closing Date, Buyer shall assume full liability for the foregoing coverages under Sellers' Group Insurance Plan with respect to such Employees and shall assume full liability for such coverages for the Employees who have not satisfied the requirements for such retiree medical or dental coverage or post-retirement life insurance coverage under Sellers' Group Insurance Plan as of the Closing Date. As soon as practicable after the Closing Date, the Sellers shall cause the trustee of Sellers' VEBA to transfer to the trustee of Buyer's VEBA assets equal to the amount of assets in the Sellers' VEBA as of the Closing Date, multiplied by a fraction the numerator of which is equal to the Accumulated Post-Retirement Benefit Obligation under FAS 106 ("APBO") for the current and former employees of the Company and the denominator of which is the APBO for the Sellers as a whole. APBO shall be calculated by the Sellers' actuary using the actuarial assumptions set forth on Schedule 5.10(e). For at least one year after the Closing Date, Buyer shall maintain retiree medical and dental coverage and post-retirement life insurance coverage that is substantially identical to that provided by Sellers' Group Insurance Plan for all Employees (and former employees of the Company covered by Sellers' Group Insurance Plan who retire on or before the Closing Date). Thereafter, subject to the terms of any applicable plan and applicable law, all Employees and former employees (other than Employees hired after any discontinuation after the date of this Agreement of the Sellers' policy of offering retiree welfare benefits to new hires) shall be entitled to receive retiree welfare benefits no less favorable than those provided to Buyer's retirees who were hired prior to July 1, 1996. Set forth on Schedule 5.10(e) is a list of all former Company employees who, as of the date of this Agreement, are receiving retiree medical or dental coverage or post-retirement life insurance coverage under Sellers' Group Insurance Plan and the type and level of coverage that each is receiving, and the Sellers shall provide Buyer with an update of such list on or prior to the Closing Date providing such information as of the Closing Date. Buyer shall assume liability for providing retiree medical and dental coverage and post-retirement life insurance coverage to such former Company employees in accordance with this Section. (vi) Buyer shall cause Buyer's Group Insurance Plan to recognize and give credit for all amounts applied to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses have been incurred by the Welfare Participating Employees under Sellers' Group Insurance Plan. Buyer shall waive any waiting periods or limitations for preexisting conditions under Buyer's Group Insurance Plan with respect to the Welfare Participating Employees. (vii) To the extent any Welfare Participating Employee contributed to a dependent care or medical expense reimbursement account under Sellers' Group Insurance Plan during the calendar year that includes the Closing Date, the Sellers shall transfer to Buyer's Group Insurance Plan the account balances of Welfare Participating Employees for such calendar year under the dependent care and medical expense reimbursement accounts maintained under Sellers' Group Insurance Plan, and Buyer's Group Insurance Plan shall provide dependent care and medical expense reimbursement account programs substantially comparable to those provided under Sellers' Group Insurance Plan to the Welfare Participating Employees at least through the end of the plan year in effect as of the Closing Date; provided, that notwithstanding paragraph (iii) above, the Buyer shall be responsible for all liability for and administration of reimbursement claims that have not been received by Sellers as of the date Sellers transfer assets to Buyer, regardless of when the claim was incurred. (viii) Subject to any confidentiality limitations reasonably required by Sellers, both the Sellers and Buyer shall, to the extent reasonably available, have access to claims data, eligibility data and disability, medical and demographic data for all historical periods for all vendors administering Sellers' and Buyer's Group Insurance Plan and VEBAs with respect to the Welfare Participating Employees. Both the Sellers and Buyer shall have the right to access and use such data for such purposes as each determines is reasonably necessary. Each party shall pay the cost, if any, of collection and delivery of such data requested by it.

Medical and Welfare Plan Obligations. (i) Effective as of the Closing Date, Buyer shall designate an existing, or establish or cause agrees 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 first enters the hospital; and in the case of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, when the person first becomes eligible for such continuation coverage. (iv) The Sellers shall use reasonable efforts to assist Buyer to enter into such group insurance policies and contracts with third-party administrators as Buyer considers appropriate, such policies and contracts to become effective as of the Closing Date. (v) The Sellers shall provide Buyer with a list of all Employees who are eligible as of the Closing Date to receive retiree medical or dental coverage or post-retirement life insurance coverage under Sellers' Group Insurance Plan and the type of retiree medical or dental coverage and the level of life insurance coverage for which they are eligible, as applicable. Effective as of the Closing Date, Buyer shall assume full liability for the foregoing coverages under Sellers' Group Insurance Plan with respect to such Employees and shall assume full liability for such coverages for the Employees who have not satisfied the requirements for such retiree medical or dental coverage or post-retirement life insurance coverage under Sellers' Group Insurance Plan as of the Closing Date. As soon as practicable after the Closing Date, the Sellers shall cause the trustee of Sellers' VEBA to transfer to the trustee of Buyer's VEBA assets equal to the amount of assets in the Sellers' VEBA as of the Closing Date, multiplied by a fraction the numerator of which is equal to the Accumulated Post-Retirement Benefit Obligation under FAS 106 ("APBO") for the current and former employees of the Company and the denominator of which is the APBO for the Sellers as a whole. APBO shall be calculated by the Sellers' actuary using the actuarial assumptions set forth on Schedule 5.10(e). For at least one year after the Closing Date, Buyer shall maintain retiree medical and dental coverage and post-retirement life insurance coverage that is substantially identical to that provided by Sellers' Group Insurance Plan for all Employees (and former employees of the Company covered by Sellers' Group Insurance Plan who retire on or before the Closing Date). Thereafter, subject to the terms of any applicable plan and applicable law, all Employees and former employees (other than Employees hired after any discontinuation after the date of this Agreement of the Sellers' policy of offering retiree welfare benefits to new hires) shall be entitled to receive retiree welfare benefits no less favorable than those provided to Buyer's retirees who were hired prior to July 1, 1996. Set forth on Schedule 5.10(e) is a list of all former Company employees who, as of the date of this Agreement, are receiving retiree medical or dental coverage or post-retirement life insurance coverage under Sellers' Group Insurance Plan and the type and level of coverage that each is receiving, and the Sellers shall provide Buyer with an update of such list on or prior to the Closing Date providing such information as of the Closing Date. Buyer shall assume liability for providing retiree medical and dental coverage and post-retirement life insurance coverage to such former Company employees in accordance with this Section. (vi) Buyer shall cause Buyer's Group Insurance Plan to recognize and give credit for all amounts applied to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses have been incurred by the Welfare Participating Employees under Sellers' Group Insurance Plan. Buyer shall waive any waiting periods or limitations for preexisting conditions for each Continuing Employee under Buyer's Group Insurance Plan with respect the welfare benefit programs of Buyer (other than any disability programs) made available to the Welfare Participating Employees. (vii) To the extent any Welfare Participating such Continuing Employee contributed to a dependent care on or medical expense reimbursement account under Sellers' Group Insurance Plan during the calendar year that includes following the Closing Date, to the Sellers shall transfer to Buyer's Group Insurance same extent such periods or limitations would have been or were waived under a Seller Benefit Plan for the account balances of Welfare Participating Employees for such calendar year same purpose under the dependent care comparable type of welfare benefit program in which such Continuing Employee was participating or eligible to participate immediately prior to the Closing Date. Buyer further agrees to credit each Continuing Employee for amounts paid by such Continuing Employee under the welfare benefit program in which such Continuing Employee was participating immediately prior to the Closing Date towards satisfaction of the applicable deductibles and medical expense reimbursement accounts maintained out-of-pocket limits under Sellers' Group Insurance Planthe comparable type of welfare benefit program of Buyer or its Affiliates in which such Continuing Employee first participates on or after the Closing Date, to the same extent such credit was given under the applicable Seller benefit plan that is a welfare benefit program, and Buyer's Group Insurance Plan shall provide dependent care and medical expense reimbursement account programs substantially comparable to those provided under Sellers' Group Insurance Plan to the Welfare Participating Employees at least through the end in each case in respect of the plan year in effect which occurs the Closing Date. (ii) Buyer also shall honor all vacation, personal and sick days accrued by such Continuing Employees under the plans, policies, programs and arrangements of the Companies, Seller or its Affiliates (or a predecessor to either such entity’s business or assets) immediately prior to the Closing Date, but only to the extent required under Section 6.9(h). (iii) Seller shall retain all liabilities to provide retiree medical benefits to the Continuing Employees under the Benefit Plans that provide for retiree medical benefits (the “Seller Retiree Plans”) to the extent such Continuing Employees meet the eligibility requirements to receive benefits under such plans as of the Closing Date; provided, that notwithstanding paragraph (iii) above, the Buyer shall be responsible for all liability for and administration of reimbursement claims that have not been received by Sellers as of the date Sellers transfer assets to Buyer, regardless of when the claim was incurredClosing. (viiiiv) Subject to any confidentiality limitations reasonably required by Sellers, both the Sellers and Buyer shall, to the extent reasonably available, have access to claims data, eligibility data and disability, medical and demographic data for all historical periods for all vendors administering Sellers' and Buyer's Group Insurance Plan and VEBAs with respect to the Welfare Participating Employees. Both the Sellers and Buyer shall have provide continuation health care coverage to Continuing Employees and their qualified beneficiaries who incur a qualifying event, in accordance with the right to access continuation health care coverage requirements of Section 4980B of the Code and use such data for such purposes as each determines is reasonably necessary. Each party shall pay Title I, Subtitle B, Part 6 of ERISA and any similar state or local Law (“COBRA”) after the cost, if any, of collection and delivery of such data requested by itClosing.