Post-Retirement Welfare Benefits. For purposes of determining the Executive’s eligibility for post-retirement benefits under any welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) maintained by the Company immediately prior to the Change of Control and in which the Executive then participated, the Executive shall be credited with the excess of three (3) years of participation in the applicable plan and three (3) years of age over the actual years of participation and age credited to the Executive on the date of the Change of Control. If, after taking into account the credited participation and age, the Executive would have been eligible for post-retirement benefits, the Executive shall receive, commencing on the date of the Change of Control, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change of Control.
Post-Retirement Welfare Benefits. On the Termination Date, for purposes of determining Executive's eligibility for post-retirement benefits under any welfare benefit plan (as defined in section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) maintained by Elco immediately prior to the Change of Control and in which Executive participated, immediately prior to the Change of Control (or, with respect to an Executive who is terminated prior to a Change of Control, the Termination Date), Executive shall be credited with the excess of two years of participation in the applicable medical plan and two years of age over the actual years and fractional years of participation and age credited to Executive as of the Change of Control (or Termination Date, as the case may be). If, after taking into account such participation and age, Executive would have been eligible to receive such post- retirement benefits had Executive retired immediately prior to the Change of Control (or Termination Date, as the case may be), Executive shall receive, commencing on the Termination Date, post-retirement benefits based on the terms and conditions of the applicable plans in effect immediately prior to the Change of Control (or Termination Date, as the case may be).
Post-Retirement Welfare Benefits. From and after the Distribution Time, Lazard Group shall retain all Liabilities relating to, arising out of, or resulting from retiree health and welfare coverage or claims incurred by or on behalf of Lazard Group Employees, Grandfathered LFCM Employees, Former Lazard Group Employees and Former LFCM Employees and their respective eligible dependents under the Lazard Group Post-Retirement Welfare Benefits Plans, and shall retain sole sponsorship of all Lazard Group Post-Retirement Welfare Benefits Plans and any trust or other funding arrangement established or maintained with respect to such plans, or any assets held as of the date hereof with respect to such plans; provided that LFCM or the applicable LFCM Company shall be liable for and promptly reimburse Lazard Group or such plan for any such Liability in an amount equal to the out-of-pocket cost incurred by Lazard Group in respect of the provision of such benefits to a Grandfathered LFCM Employee or a Former LFCM Employee, which out-of-pocket cost shall be reduced by any insurance proceeds or contributions from the covered participant or otherwise that Lazard Group actually receives in respect of such Liability. For purposes hereof, a “Grandfathered LFCM Employee” shall mean any LFCM Employee or Employee on Leave who as of December 31, 2005 has attained age 62 and has at least ten years of credited service with the Lazard Group (including for this purpose any service to an LFCM Company during the Health Plan Transition Period) for purposes of eligibility under the Lazard Group Retiree Medical Benefit Plans (which plans shall provide credit for age and service for periods of service to an LFCM Company during the Health Plan Transition Period. Effective no later than the conclusion of the Health Plan Transition Period, LFCM shall have adopted a Health and Welfare Plan providing retiree hospital, medical and prescription benefits to LFCM Employees (other than any Grandfathered LFCM Employees) and their eligible dependents for qualifying retirements occurring following the Close of the date hereof. Nothing in this Agreement shall or is intended to require the post-retirement welfare benefit plans of the LFCM Companies or the Lazard Group Companies to contain any particular terms or to limit in any manner the discretion of the LFCM Companies or Lazard Group Companies, as applicable, to modify, amend or terminate any such plans subsequent to the date hereof.
Post-Retirement Welfare Benefits. As of the Distribution Date, Company shall assume or retain and shall be responsible for, or cause its insurance carriers or HMOs to be responsible for, all liabilities and obligations related to claims asserted or incurred or premiums owed as of and after the Distribution Date for post-retirement medical or life benefits in respect of any Company Individual under any Plan and claims asserted or incurred or premiums due after the Distribution Date in respect of any Company Individual under any such Plan; and Lakes shall have no liability or obligation with respect thereto. As of the Distribution Date, Lakes shall assume or retain and shall be responsible for, or cause its insurance carriers or HMOs to be responsible for, all liabilities and obligations related to claims asserted or incurred or premiums owed as of and after the Distribution Date for post-retirement medical or life benefits in respect of any Lakes Individual under any Plan and claims asserted or incurred or premiums due after the Distribution Date in respect of any Lakes Individual under any such Plan; and Company shall have no liability or obligation with respect thereto.
Post-Retirement Welfare Benefits. Except as disclosed on Schedule 4.17(g), and except as required by Section 4980B of the Code, no Company Plan or binding arrangement provides medical or death benefits (whether or not insured) with respect to Employees or former employees of the Company beyond their retirement or other termination of employment. Any continuation coverage provided under any Employee Benefit Plan complies with Section 4980B of the Code and the participant or beneficiary pays premiums at costs computed pursuant to Section 4980B of the Code.
Post-Retirement Welfare Benefits. The Asset Sellers shall retain any obligations they may have to provide post-retirement welfare benefits in accordance with the terms of the applicable post-retirement welfare benefit plans to all former employees of the Asset Sellers and their eligible dependents who are receiving such benefits immediately prior to the Closing Date. Following the Closing, the Asset Sellers shall provide post-retirement welfare benefits under the post-retirement welfare benefit plans of the Asset Sellers as in effect on the date of this Agreement (and subject to the terms thereof) to any Transferred Employee who, prior to the Closing Date, satisfied the eligibility requirements for such benefits and, within thirty (30) days following the Closing Date, elects to receive such benefits.
Post-Retirement Welfare Benefits. Seller and its Affiliates shall be responsible for all post-retirement medical, dental and life insurance ("Retiree Welfare Benefit") coverage for any Employees eligible for retirement as of the Closing Date or eligible former employees who do not become Post-Closing Employees and none of Buyer, the Company or any of their respective Affiliates will have any Obligation with respect thereto. For the avoidance of doubt, Buyer shall be responsible for all Retiree Welfare Benefit coverage for all Post-Closing Employees that are not eligible for retirement, pursuant to Company Plans, as of the Closing Date under the plan established by the Company or Buyer after the Closing Date.
Post-Retirement Welfare Benefits. None of the Employee Benefit Plans provides life insurance, medical or other welfare benefits (within the meaning of Section 3(1) of ERISA) to any employee or former employee of the Company or Subsidiaries after his or her retirement or other termination of employment, and neither the Company nor any of the Subsidiaries has represented, promised or contracted to any employee or former employee that such benefits would be provided, except (i) to the extent required by Applicable Law, including, without limitation, Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, (ii) severance benefits, and (iii) conversion rights.
Post-Retirement Welfare Benefits. A. In complying with its obligations under paragraphs 2 and 3 of the General Principles, the Purchaser shall establish effective as of the Closing Date the Purchaser PRB Plan which shall provide eligibility and coverage for retiree medical and dental benefits that is comparable to the Vendor's PRB Plan on the Closing Date and otherwise equivalent in value for the period prescribed by the General Principles.
Post-Retirement Welfare Benefits. During the Continuation Period, the Buyer shall provide retiree medical benefits for all Non-Union Business Employees (and their dependents) who (i) immediately prior to the Closing or RDA Closing (as applicable) were eligible for retiree medical benefits pursuant to any applicable Seller Benefit Plan (as in effect immediately prior to the Closing), or (ii) on the date of their retirement during the Continuation Period, would have been eligible for retiree medical benefits pursuant to any applicable Seller Benefit Plan (as in effect immediately prior to the Closing or the RDA Closing (as applicable)) had the Seller not sold the Business, the RD-180 Program or RDA Business (as applicable). The retiree medical benefits described above shall be provided in the form of fully retiree-paid coverage that is made available through the Buyer and is comparable to the benefit available on a fully retiree-paid basis at the Closing Date or RDA Closing Date (as applicable) had the Seller not sold the Business, the RD-180 Program or RDA Business (as applicable).
