Common use of Plans, Benefits and Policies Clause in Contracts

Plans, Benefits and Policies. (a) Except as otherwise provided herein, Buyer and its Subsidiaries will, as of the Closing Date, adopt and provide for Transferee Employees whose employment is based in the United States employment and benefit plans and programs (including, to the extent applicable, profit sharing and retirement plans, medical and severance benefits) on terms and conditions consistent with Buyer's employment and benefit plans and programs maintained for similarly situated employees of Buyer. (b) Buyer and its Subsidiaries will credit Transferee Employees with service with Sellers (and predecessors of Sellers) for purposes of (i) vesting for and eligibility to participate in any Pension Plan, but not for purposes of benefit accruals; (ii) any waiting periods, eligibility or pre- existing condition limitations for any Welfare Plan; and (iii) eligibility and benefit computation for vacation and severance pay plans; provided, -------- however, that with respect to vacation plans for the remainder of calendar ------- year 2000 only, Buyer shall maintain vacation plans equivalent to, and in lieu of, Sellers' vacation plans covering the Transferee Employees immediately prior to the Closing Date (offset by vacation time used under Sellers' vacation plans as of the Closing Date). Buyer shall credit Transferee Employees with any amounts paid prior to the Closing Date under any Welfare Plan that is a health plan toward the satisfaction of deductible amounts and copayment minimums under the Buyer's corresponding welfare benefit plans. (c) Sellers shall take all necessary actions to vest all Transferee Employees in their benefits under any Pension Plan maintained by a Seller (other than the Transferred Subsidiaries) as of the Closing Date. Sellers have not made contributions to their Pension Plans with respect to the years 1999 and 2000. (d) Sellers shall not take any action that will cause Buyer to be or become a successor corporation with respect to any Pension Plan maintained by a Seller as of the Closing Date. (e) Sellers shall take all necessary actions to cause a distributable event under Section 401(k)(10) of the Tax Code with respect to Employees of the Business who participate in a Pension Plan of the Sellers that permits contributions under Section 401(k) of the Tax Code. (f) Except as otherwise provided herein, as of the Closing Date all Transferee Employees whose employment is based in the United States shall cease participation in Benefit Plans of Sellers. (g) Sellers and/or the applicable U.S. Benefit Plans or other employee benefit programs sponsored or administered by Sellers shall be responsible for benefits accrued or claims incurred prior to the Closing (including expenses incurred post-Closing on a claim incurred prior to Closing) with respect to Transferee Employees and their eligible dependents in accordance with the provisions of the applicable Seller's employee benefit program with respect to: (i) disability benefits, both long-term and short-term, for disabilities that commenced before the Closing Date; (ii) benefits for confinements covered under Seller's medical plans that commenced before the Closing Date; (iii) health care benefits for services rendered or materials received under Seller's medical plans before the Closing Date; and (iv) worker's compensation benefits for disabilities resulting from an accident or occurrence while employed by Seller or a Subsidiary of Seller or a predecessor thereof which occurred prior to the Closing Date.

Plans, Benefits and Policies. (a) Except as otherwise provided herein, Buyer and its Subsidiaries will, as of the Closing Date, shall adopt and provide for Transferee New Buyer Employees whose employment is based such pension or retirement plans, insurance plans, vacation and severance policies and other benefits as are appropriate, in Buyer's sole judgment, and shall neither adopt nor assume any of the United States employment and benefit plans and programs (includingplans, policies or agreements of Seller. Buyer's severance policies in respect of New Buyer Employees shall include, at a minimum, those items identified on Exhibit E hereto. Except to the extent applicable, profit sharing and retirement plans, medical and severance benefits) on terms and conditions consistent with Buyer's employment and benefit plans and programs maintained for similarly situated employees the same are included among the Assumed Liabilities by reason of Buyer. (b) the assignment to Buyer and its Subsidiaries will credit Transferee Employees with service with Sellers (and predecessors of Sellers) for purposes of (i) vesting for and eligibility to participate in any Pension Plan, but not for purposes of benefit accruals; (ii) any waiting periods, eligibility or pre- existing condition limitations for any Welfare Plan; and (iii) eligibility and benefit computation for vacation and severance pay plans; provided, -------- however, that with respect to vacation plans for the remainder of calendar ------- year 2000 onlyAssumed Contracts, Buyer shall maintain vacation plans equivalent to, and in lieu of, Sellers' vacation plans covering the Transferee Employees immediately prior to the Closing Date (offset by vacation time used under Sellers' vacation plans as of the Closing Date). Buyer shall credit Transferee Employees with any amounts paid prior to the Closing Date under any Welfare Plan that is a health plan toward the satisfaction of deductible amounts and copayment minimums under the Buyer's corresponding welfare benefit plans. (c) Sellers shall take all necessary actions to vest all Transferee Employees in their benefits under any Pension Plan maintained by a Seller (other than the Transferred Subsidiaries) as of the Closing Date. Sellers have will not made contributions to their Pension Plans with respect to the years 1999 and 2000. (d) Sellers shall not take any action that will cause Buyer to be or become a successor corporation with respect to any Pension Plan maintained by a Seller as of the Closing Date. (e) Sellers shall take all necessary actions to cause a distributable event under Section 401(k)(10) of the Tax Code with respect to Employees of the Business who participate in a Pension Plan of the Sellers that permits contributions under Section 401(k) of the Tax Code. (f) Except as otherwise provided herein, as of the Closing Date all Transferee Employees whose employment is based in the United States shall cease participation in Benefit Plans of Sellers. (g) Sellers and/or the applicable U.S. Benefit Plans or other employee benefit programs sponsored or administered by Sellers shall be responsible for benefits accrued or claims incurred prior to the Closing (including expenses incurred post-Closing on a claim incurred prior to Closing) with respect to Transferee Employees and their eligible dependents in accordance with the provisions any of the applicable Seller's employee benefit program with respect tofollowing benefits: (ia) disability benefits, both long-term and short-term, for disabilities that commenced before the Closing Date; (iib) benefits for covered confinements covered under Seller's medical plans of Seller that commenced before the Closing Date; (iiic) health care benefits for services rendered or materials received under Seller's medical plans before the Closing Date; (d) life insurance and survivor income benefits for deaths that occur prior to the Closing Date; (ive) worker's compensation benefits for disabilities resulting from an accident or occurrence while employed by Seller or a Subsidiary of Seller or a predecessor thereof which or exposure to occupational disease that occurred prior to the Closing Date to the extent such exposure occurred prior to the Closing Date, and (f) post-retirement life or health insurance benefits for all New Buyer Employees who would have been eligible under the plans and policies of Seller to retire before Closing with post-retirement life or health insurance benefits if they had retired on or before the Closing Date. The employment by Buyer of any employee of Seller who is on short-term or long-term disability on the Closing Date shall not begin, unless otherwise specifically requested by Buyer, until the end of the period of such disability.

Plans, Benefits and Policies. (a) Except as otherwise provided herein, Buyer and its Subsidiaries will, as of 12:00 a.m. Eastern Daylight Savings Time on the day immediately after the Closing Date, adopt and provide for Transferee Employees whose employment is based in the United States employment and benefit plans and programs packages (including, to the extent applicable, profit sharing and retirement plans, medical medical, severance, and severance post-retirement benefits) on terms and conditions consistent with equivalent to Buyer's employment and benefit plans and programs packages maintained for similarly situated employees of Buyer. (b) Buyer and its Subsidiaries will credit Transferee Employees with service with Sellers (and predecessors of Sellers) for purposes of (i) vesting for and eligibility to participate in any Pension Planemployee pension benefit plans (as defined in Section 3(2) of ERISA), but not for purposes of benefit accruals; (ii) any waiting periods, eligibility or pre- pre-existing condition limitations for any Welfare Planemployee welfare benefit plans (as defined in Section 3(1) of ERISA); and (iii) eligibility and benefit computation for vacation and severance pay plans; provided, -------- however, that with respect to vacation plans for the remainder of calendar ------- year 2000 1999 only, Buyer shall maintain vacation plans equivalent to, and in lieu of, Sellers' vacation plans covering the Transferee Employees immediately prior to the Closing Date (offset by vacation time used under Sellers' vacation plans as of the Closing Date). Buyer shall credit Transferee Employees with any amounts paid prior to the Closing Date under any Welfare Plan that is a health plan toward the satisfaction of deductible amounts and copayment minimums under the Buyer's corresponding welfare benefit plans. (c) Sellers shall take all necessary actions to vest all Transferee Employees in their benefits under any Pension Plan maintained by a Seller (other than the Transferred Subsidiaries) Effective as of 11:59 p.m. Eastern Daylight Savings Time on the Closing Date. Sellers have not made contributions to their Pension Plans with respect , sponsorship of the Xxxxxx Corporation Union Retirement Plan shall be transferred to the years 1999 Buyer and 2000Buyer shall become the successor employer under such plan and thereby shall assume all liabilities related to such plan. (d) Sellers Xxxxxx and Buyer shall not take any action that will cause Buyer effectuate a trust-to-trust transfer of the assets and liabilities of the Xxxxxx Corporation Retirement Plan in respect of the account balances of Transferee Employees to be a defined contribution plan established or become a successor corporation with respect to any Pension Plan maintained by a Seller Buyer or one of its Subsidiaries (the "Buyer's Retirement Plan") as of follows. As soon as administratively practicable after the Closing Date, Xxxxxx shall cause the account of each Transferee Employee in the Xxxxxx Corporation Retirement Plan to be valued and assets equal in value to the amount credited each such Transferee Employee's account under the Xxxxxx Corporation Retirement Plan, determined without regard to any vesting schedule, to be transferred to the trust maintained under Buyer's Retirement Plan. Such transferred assets shall be in cash or, to the extent mutually agreed upon by Xxxxxx and Buyer, in kind, and shall also include any promissory notes evidencing outstanding loan balances owed to the Xxxxxx Corporation Retirement Plan by the Transferee Employees. Prior to, and as a condition of, any transfer of assets from the Xxxxxx Corporation Retirement Plan to Buyer's Retirement Plan, each party shall provide the other with a copy of a determination letter from the Internal Revenue Service, or other reasonably satisfactory evidence, representations and relevant undertakings, including an opinion of counsel, evidencing the tax-qualified status of its plan and the tax-exempt status of the applicable plan's trust. As of the transfer date, and contingent upon the transfer, Buyer shall be liable for the payment of benefits accrued by and liabilities transferred in respect of the Transferee Employees under the Xxxxxx Corporation Retirement Plan. (e) Sellers As soon as practicable after the Closing Date, Xxxxxx and Buyer shall take all any action necessary actions to cause a distributable event under Section 401(k)(10) transfer the accounts of Transferee Employees in the "cafeteria plan," as defined in section 125 of the Tax Code with respect Code, maintained by a Seller to Employees a cafeteria plan established or maintained by Buyer or one of the Business who participate in a Pension Plan of the Sellers that permits contributions under Section 401(k) of the Tax Codeits subsidiaries. (f) Except as otherwise provided herein, as of 11:59 p.m. Eastern Daylight Savings Time on the Closing Date all Transferee Employees whose employment is based in the United States shall cease participation in Seller Benefit Plans of SellersPlans. (g) Sellers and/or or the applicable U.S. Benefit Plans or other employee benefit programs sponsored or administered by Sellers shall be responsible for benefits accrued or claims incurred prior to the Closing (including expenses incurred post-Closing on a claim incurred prior to Closing) with respect to Transferee Employees and their eligible dependents in accordance with the provisions of the applicable Seller's employee benefit program with respect to: (i) disability benefits, both long-term and short-term, for disabilities that commenced before 11:59 p.m. Eastern Daylight Savings Time on the Closing Date; (ii) benefits for confinements covered under Seller's medical plans that commenced before 11:59 p.m. Eastern Daylight Savings Time on the Closing Date; (iii) health care benefits for services rendered or materials received under Seller's medical plans before 11:59 p.m. Eastern Daylight Savings Time on the Closing Date; and (iv) worker's compensation benefits for disabilities resulting from an accident or occurrence while employed by Seller or a Subsidiary of Seller or a predecessor thereof which occurred prior to the Closing Date.

Plans, Benefits and Policies. (a) Except as otherwise provided herein, Buyer and its Subsidiaries will, as of 12:00 a.m. Eastern Daylight Savings Time on the day immediately after the Closing Date, adopt and provide for Transferee Employees whose employment is based in the United States employment and benefit plans and programs packages (including, to the extent applicable, profit sharing and retirement plans, medical medical, severance, and severance post-retirement benefits) on terms and conditions consistent with equivalent to Buyer's employment and benefit plans and programs packages maintained for similarly situated employees of Buyer. (b) Buyer and its Subsidiaries will credit Transferee Employees with service with Sellers (and predecessors of Sellers) for purposes of (i) vesting for and eligibility to participate in any Pension Planemployee pension benefit plans (as defined in Section 3(2) of ERISA), but not for purposes of benefit accruals; (ii) any waiting periods, eligibility or pre- pre-existing condition limitations for any Welfare Planemployee welfare benefit plans (as defined in Section 3(1) of ERISA); and (iii) eligibility and benefit computation for vacation and severance pay plans; provided, -------- however, that with respect to vacation plans for the remainder of calendar ------- year 2000 1999 only, Buyer shall maintain vacation plans equivalent to, and in lieu of, Sellers' vacation plans covering the Transferee Employees immediately prior to the Closing Date (offset by vacation time used under Sellers' vacation plans as of the Closing Date). Buyer shall credit Transferee Employees with any amounts paid prior to the Closing Date under any Welfare Plan that is a health plan toward the satisfaction of deductible amounts and copayment minimums under the Buyer's corresponding welfare benefit plans. (c) Sellers shall take all necessary actions to vest all Transferee Employees in their benefits under any Pension Plan maintained by a Seller (other than the Transferred Subsidiaries) Effective as of 11:59 p.m. Eastern Daylight Savings Time on the Closing Date. Sellers have not made contributions to their Pension Plans with respect , sponsorship of the Harrxx Xxxporation Union Retirement Plan shall be transferred to the years 1999 Buyer and 2000Buyer shall become the successor employer under such plan and thereby shall assume all liabilities related to such plan. (d) Sellers Harrxx xxx Buyer shall not take any action that will cause Buyer effectuate a trust-to-trust transfer of the assets and liabilities of the Harrxx Xxxporation Retirement Plan in respect of the account balances of Transferee Employees to be a defined contribution plan established or become a successor corporation with respect to any Pension Plan maintained by a Seller Buyer or one of its Subsidiaries (the "Buyer's Retirement Plan") as of follows. As soon as administratively practicable after the Closing Date, Harrxx xxxll cause the account of each Transferee Employee in the Harrxx Xxxporation Retirement Plan to be valued and assets equal in value to the amount credited each such Transferee Employee's account under the Harrxx Xxxporation Retirement Plan, determined without regard to any vesting schedule, to be transferred to the trust maintained under Buyer's Retirement Plan. Such transferred assets shall be in cash or, to the extent mutually agreed upon by Harrxx xxx Buyer, in kind, and shall also include any promissory notes evidencing outstanding loan balances owed to the Harrxx Xxxporation Retirement Plan by the Transferee Employees. Prior to, and as a condition of, any transfer of assets from the Harrxx Xxxporation Retirement Plan to Buyer's Retirement Plan, each party shall provide the other with a copy of a determination letter from the Internal Revenue Service, or other reasonably satisfactory evidence, representations and relevant undertakings, including an opinion of counsel, evidencing the tax-qualified status of its plan and the tax-exempt status of the applicable plan's trust. As of the transfer date, and contingent upon the transfer, Buyer shall be liable for the payment of benefits accrued by and liabilities transferred in respect of the Transferee Employees under the Harrxx Xxxporation Retirement Plan. (e) Sellers As soon as practicable after the Closing Date, Harrxx xxx Buyer shall take all any action necessary actions to cause a distributable event under Section 401(k)(10) transfer the accounts of Transferee Employees in the "cafeteria plan," as defined in section 125 of the Tax Code with respect Code, maintained by a Seller to Employees a cafeteria plan established or maintained by Buyer or one of the Business who participate in a Pension Plan of the Sellers that permits contributions under Section 401(k) of the Tax Codeits subsidiaries. (f) Except as otherwise provided herein, as of 11:59 p.m. Eastern Daylight Savings Time on the Closing Date all Transferee Employees whose employment is based in the United States shall cease participation in Seller Benefit Plans of SellersPlans. (g) Sellers and/or or the applicable U.S. Benefit Plans or other employee benefit programs sponsored or administered by Sellers shall be responsible for benefits accrued or claims incurred prior to the Closing (including expenses incurred post-Closing on a claim incurred prior to Closing) with respect to Transferee Employees and their eligible dependents in accordance with the provisions of the applicable Seller's employee benefit program with respect to: (i) disability benefits, both long-term and short-term, for disabilities that commenced before 11:59 p.m. Eastern Daylight Savings Time on the Closing Date; (ii) benefits for confinements covered under Seller's medical plans that commenced before 11:59 p.m. Eastern Daylight Savings Time on the Closing Date; (iii) health care benefits for services rendered or materials received under Seller's medical plans before 11:59 p.m. Eastern Daylight Savings Time on the Closing Date; and (iv) worker's compensation benefits for disabilities resulting from an accident or occurrence while employed by Seller or a Subsidiary of Seller or a predecessor thereof which occurred prior to the Closing Date.

Plans, Benefits and Policies. (a) Except as otherwise provided herein, Buyer and its Subsidiaries willshall, as of the Closing Date, adopt and provide for Transferee Employees whose employment is based in the United States employment with compensation, Pension Plans, Welfare Plans, and benefit plans and programs (including, Benefit Arrangements substantially equivalent in the aggregate to the extent applicable, profit sharing and retirement plans, medical and severance benefits) on terms and conditions consistent with Buyer's employment compensation, Pension Plans, Welfare Plans, and benefit plans and programs Benefit Arrangements maintained for similarly situated employees of Buyer. (b) Buyer and its Subsidiaries will shall credit Transferee Employees with service with Sellers (and predecessors of Sellers) for purposes of (i) vesting for and eligibility to participate in any Pension Plan, but not for purposes of benefit accruals; (ii) any waiting periodsvesting, eligibility or pre- existing condition limitations for any Welfare Plan; and (iii) eligibility and benefit computation for the determination of benefits under vacation and severance pay plans; provided, -------- however, that with respect to vacation plans for the remainder of calendar ------- year 2000 only, Buyer shall maintain vacation plans equivalent to, and in lieu of, Sellers' vacation plans covering the Transferee Employees immediately prior to the Closing Date (offset by vacation time used under Sellers' vacation plans as of the Closing Date). Buyer shall credit Transferee Employees with any amounts paid prior to the Closing Date under any Welfare Plan that is a health plan toward the satisfaction of deductible amounts and copayment minimums under the Buyer's corresponding welfare benefit plans. (c) The Sellers shall take all necessary actions to fully vest all Transferee Employees of the Business in their benefits under any Pension Plan maintained by a Seller (other than the Transferred Subsidiaries) as of the Closing Date. Sellers have not made contributions to their Pension Plans with respect to the years 1999 and 2000. (dc) The Sellers shall not take any action that will cause Buyer to be or become a successor corporation with respect to any Pension Plan maintained by a Seller as of the Closing Date. (ed) The Sellers shall take all necessary actions to cause a distributable event under Section 401(k)(10) of the Tax Code with respect to Employees of the Business who participate in a Pension Plan of the Sellers that permits contributions under Section 401(k) of the Tax Code. (fe) Except as otherwise provided herein, as of the Closing Date all Transferee Employees whose employment is based in the United States shall cease participation in Benefit Plans of Sellers. (gf) Sellers and/or or the applicable U.S. Benefit Plans or other employee benefit programs sponsored or administered by Sellers shall be responsible for benefits accrued or claims incurred prior to the Closing (including expenses incurred post-Closing on a claim incurred prior to Closing) Date with respect to Transferee Employees and their eligible dependents in accordance with the provisions of the applicable Seller's Sellers' employee benefit program programs with respect to: (i) disability benefits, both long-term and short-term, for disabilities that commenced before the Closing Date; (ii) benefits for confinements covered under Seller's Sellers' medical plans that commenced before the Closing Date; (iii) health care benefits for services rendered or materials received under Seller's Sellers' medical plans before the Closing Date; and (iv) worker's compensation benefits for disabilities resulting from an accident or occurrence while employed by a Seller or a Subsidiary of a Seller or a predecessor thereof which occurred prior to the Closing Date. (g) After Closing, (i) Buyer and Sellers shall cooperate with each other and provide each other such information as is required concerning Transferee Employees in order to determine whether a Transferee Employee is entitled to compensation from either party or benefits under any plan, program or arrangement sponsored or maintained by either party, and (ii) welfare benefits shall be provided to the Transferee Employees for a limited period of time pursuant to the provisions of the Transition Services Agreement. (h) No provision in this Section 6.4 shall create any third-party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of Kaiser, any Seller or any of their Affiliates.