Common use of Parent Health and Welfare Plans Clause in Contracts

Parent Health and Welfare Plans. (a) Parent or one or more of the Parent Subsidiaries maintain or contribute to health and welfare plans. The health and welfare plans include, but are not limited to, plans providing severance and active employee health, dental, disability and life insurance benefits, for the benefit of eligible employees and certain former employees, including certain Former Business Employees who have retired as of the date of the Separation Agreement or will retire prior to the Effective Time (the “Parent Welfare Plans”). As of the Interim Transfer Date, each person who was a Transferred Employee or SpinCo Dependent on such date ceased to be covered under the Parent Welfare Plans. Parent and the Parent Welfare Plans are and shall continue to be responsible for all Liabilities relating to (i) Former Business Employees (except to the extent expressly provided with respect to reinstated Leave Employees in Section 2.3(a) or reinstated Former Business Employees in Section 2.3(b)), (ii) Retained Employees and (iii) Transferred Employees or SpinCo Dependents with respect to, in each case, (A) medical, vision, or dental plan claims in respect of services that were performed or goods provided prior to the Interim Transfer Date (or, if later, the date on which such individual becomes an employee of a member of the SpinCo Group), (B) life insurance claims in respect of deaths occurring prior to the Interim Transfer Date (or, if later, the date on which such individual becomes an employee of a member of the SpinCo Group), and (C) any payments due any Transferred Employees under the terms of a Parent disability plan with respect to any period prior to the Interim Transfer Date (or, if later, the date on which such individual becomes an employee of a member of the SpinCo Group). (b) Except for the Parent FSA account balances described in Section 6.2(c), nothing in this Agreement shall require Parent or any other Parent Group member or any Parent Welfare Plans to transfer assets or reserves with respect to the Parent Welfare Plans, including, but not limited to, any plan providing severance, health, dental or life insurance benefits, to SpinCo, the Transferred Entities, any other member of the SpinCo Group, or the SpinCo Welfare Plans.

Parent Health and Welfare Plans. (a) Parent or one or more of the Parent Subsidiaries maintain or contribute to health and welfare plans. The health and welfare plans include, but are not limited to, plans providing severance and active employee health, dental, disability and life insurance benefits, for the benefit of eligible employees and certain former employees, including certain Former Business Employees who have retired as of the date of the Separation Agreement or will retire prior to the Effective Time (the “Parent Welfare Plans”). As of the Interim Transfer Date, each person who was a Transferred Employee or SpinCo Dependent on such date ceased to be covered under the Parent Welfare Plans. Parent and the Parent Welfare Plans are and shall continue to be responsible for all Liabilities relating to (i) Former Business Employees (except to the extent expressly provided with respect to reinstated Leave Employees in Section 2.3(a) or reinstated Former Business Employees in Section 2.3(b)), (ii) Retained Employees and (iii) Transferred Employees or SpinCo Dependents with respect to, in each case, (A) medical, vision, vision or dental plan claims in respect of services that were performed or goods provided prior to the Interim Transfer Date (or, if later, the date on which such individual becomes an employee of a member of the SpinCo Group), (B) life insurance claims in respect of deaths occurring prior to the Interim Transfer Date (or, if later, the date on which such individual becomes an employee of a member of the SpinCo Group), and (C) any payments due any Transferred Employees under the terms of a Parent disability plan with respect to any period prior to the Interim Transfer Date (or, if later, the date on which such individual becomes an employee of a member of the SpinCo Group). (b) Except for the Parent FSA account balances described in Section 6.2(c), nothing in this Agreement shall require Parent or any other Parent Group member or any Parent Welfare Plans to transfer assets or reserves with respect to the Parent Welfare Plans, including, but not limited to, any plan providing severance, health, dental or life insurance benefits, to SpinCo, the Transferred Entities, any other member of the SpinCo Group, or the SpinCo Welfare Plans.