Common use of Medical and Welfare Plan Obligations Clause in Contracts

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. (i) Buyer Commencing as of 12:01 a.m. on the day immediately following the applicable Transfer Date, Purchaser shall make available to Affected Employees the welfare plans listed on Schedule 7.5(a)(iii). Purchaser 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 its medical, dental, life insurance, and short-term and long-term disability plans offered or made available to such Company employees on or the Affected Employee immediately following the Closing Date, applicable Transfer Date to the same extent such periods period or limitations would have been limitation was satisfied by the Affected Employee or were waived by Seller Pfizer and its Affiliates for the same purpose under the comparable type of welfare benefit program Plan 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 Affected Employee was participating immediately prior to the Closing Transfer Date. Purchaser further agrees to and shall ensure that such Affected Employees are given credit for any amounts paid in respect of such Affected Employee under the Plan in which such Affected Employee was participating immediately prior to the applicable Transfer Date towards satisfaction of the applicable deductibles and deductibles, out-of-pocket limits recorded by Seller’s or the Companies’ medical plan administrator as of the Closing Date other fees under the comparable type of welfare employee benefit program plan of Buyer or its Affiliates Purchaser in which such Company employee Affected Employee first participates on or after the Closing applicable Transfer Date, to the same extent such credit was given under the applicable welfare benefit programPlan, and in each case in respect of the plan year in which occurs the Closing Date occurs. Claims incurred by an Affected Employee for medical and dental services rendered on or after the applicable Transfer Date (other than for retiree health as provided in Section 7.5(d)(ii) and any continuation health care coverage required by COBRA) shall be the responsibility of Purchaser. Claims incurred for medical and dental services for Affected Employees rendered prior to the applicable Transfer Date shall be the responsibility of the group medical and dental plans of Pfizer that covered such employees prior to the applicable Transfer Date. (ii) Buyer also Notwithstanding any other provision of this Agreement to the contrary, the Sellers shall honor (provide benefits pursuant to any post-retirement welfare benefit plans maintained by either Seller to or cause in respect of any Affected Employee who, at the Companies relevant Transfer Date, was eligible to honor) all vacation, personal retire and sick days accrued by such Company employees commence benefits under the plans, policies, programs and arrangements relevant post-retirement welfare benefit plan. Such post-retirement welfare benefits under Seller’s Plans shall commence following the Affected Employee’s termination of employment with the Seller, the Companies or any or their Affiliates (or a predecessor to either such entity’s business or assets) immediately prior pursuant to the Closing Date. (iii) Buyer shall provide (or shall cause the Companies to provide) continuation health care coverage to employees of any terms 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 Dateapplicable post-retirement welfare benefit plan.

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 Company Employee under the welfare benefit programs of Buyer made available to such Company employees Employee 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 under a Benefit Plan for the same purpose under the comparable type of welfare benefit program in which such Company employee 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 Company Employee for amounts paid by such Company employee Employee under the welfare benefit program in which such Company employee 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 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 Employees under the plans, policies, programs and arrangements of Sellerthe Companies, the Companies Seller or any or their its 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 Company Employees 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 or local law (“COBRA”) on or after the Closing Date.