Common use of Provision of Health Benefits; Certain Welfare Plan Matters Clause in Contracts

Provision of Health Benefits; Certain Welfare Plan Matters. Except as otherwise provided under the Transition Services Agreement or Section 5.5(g), effective commencing on the Closing Date (or, in the case of an Offeree, the applicable Offeree Start Date), Purchaser shall make available coverage to all Transferred Employees and their respective spouses and dependents under a group health plan sponsored by Purchaser or one of its Affiliates, subject to the terms of such plan. With respect to such health plan and any other welfare benefit plans in which Transferred Employees are be eligible to participate, Purchaser shall use reasonable best efforts to (i) ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Transferred Employees or their spouses, dependents or beneficiaries (except to the extent such exclusion or limitations applied under the Business Benefit Plans immediately prior to the Closing), and (ii) provide or cause to be provided that any costs or expenses incurred by the Transferred Employees (and their respective spouses, dependents and beneficiaries) under group health Business Benefit Plans up to (and including) the Closing Date (or, in the case of an Offeree, the applicable Offeree Start Date) shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under any such health or welfare benefit plans to the same extent and for such purposes such amounts were credited under the similar Business Benefit Plan immediately prior to the Closing Date. Purchaser shall be responsible under the employee welfare benefit plans of Purchaser for all amounts payable by reason of claims incurred by Transferred Employees and their eligible dependents and beneficiaries after the Closing Date (or, in the case of an Offeree, the applicable Offeree Start Date). With respect to the Transferred Employees, Purchaser also shall be responsible (and shall, if applicable, promptly reimburse Seller) for all costs and expenses under the employee welfare benefit plans of Seller and its Affiliates that (i) are incurred through the Closing Date, including claims for benefits under Seller’s and its Affiliates’ self-insured health plans incurred on or prior to the Closing Date and (ii) would have been allocated to or payable by any of the Conveyed Companies, or, in respect of the Transferred Business Employees, and their dependents, in accordance with Seller’s and its Affiliates’ arrangements and past practices.

Provision of Health Benefits; Certain Welfare Plan Matters. Except as otherwise provided under the Transition Services Agreement or Section 5.5(g), effective Effective commencing on the Closing applicable Transition Date (or, in the case of an Offeree, the applicable Offeree Start Date)for each Transferred Employee, Purchaser shall make available provide or cause to be provided coverage to all such Transferred Employees Employee and their respective spouses spouses, dependents and dependents beneficiaries under a group health plan sponsored by Purchaser or one of its Affiliates, subject to the terms of such planPurchaser. With respect to such health plan and any other welfare benefit plans of Purchaser or its Subsidiaries in which Transferred Employees are be eligible to participate, Purchaser shall shall, except as would result 101 in the duplication of benefits, use reasonable best efforts to (i) ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Transferred Employees or their spouses, dependents or beneficiaries (except to the extent such exclusion or limitations applied under the Business Benefit Plans immediately prior to the Closing)beneficiaries, and (ii) provide or cause to be provided that any costs or expenses incurred by the Transferred Employees (and their respective spouses, dependents and beneficiaries) under group health Business Benefit Plans up to (and including) the Closing applicable Transition Date (or, in the case of an Offeree, the applicable Offeree Start Date) shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage shall be specifically applied for such purposes under any such health or welfare benefit plans to for the same extent and for plan year in which such purposes such amounts were credited under Transition Date occurs. Without limiting the similar Business Benefit Plan immediately prior to the Closing Date. generality of Section 2.4(h), Purchaser shall be responsible under the employee welfare benefit plans of Purchaser for all amounts payable by reason of claims incurred by Transferred Employees and their eligible spouses, dependents and beneficiaries after the Closing Date (orapplicable Transition Date. Notwithstanding anything to the contrary in Section 2.4(h), in the case of an Offeree, the applicable Offeree Start Date). With with respect to the Transferred Employees, Purchaser also shall be responsible (and shall, if applicable, promptly reimburse Seller) for all costs and expenses under the any Business Benefit Plans providing employee welfare benefit plans and fringe benefits, Seller shall fully perform, pay and discharge, under such Business Benefit Plans, all claims of Seller Transferred Employees (or their covered spouses, dependents and its Affiliates beneficiaries) that are incurred but not paid prior to such Transferred Employee’s Transition Date. For purposes of this Section 5.5(d), a claim or Liability is deemed to be incurred (i) are incurred through with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability, (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability and (iii) with respect to disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability. Effective as of the Closing Date, including claims Purchaser shall establish flexible spending accounts for benefits medical and dependent care expenses for U.S. Transferred Employees, and shall, as of the applicable Transition Date for each U.S. Transferred Employee, credit such accounts with the amount (positive or negative) credited as of the Transition Date for such Transferred Employee under comparable accounts maintained under Business Benefit Plans of Seller. Within fifteen (15) Business Days following the applicable Transition Date of each Transferred Employee, (i) Seller shall pay to Purchaser in cash the amount, if any, by which aggregate contributions made by such U.S. Transferred Employee to Seller’s and its Affiliates’ self-insured health plans incurred on flexible spending accounts exceeded the aggregate benefits provided to such U.S. Transferred Employee as of such applicable Transition Date, or prior to the Closing Date and (ii) would have been allocated Purchaser shall pay to or payable Seller in cash the amount, if any, by any of which aggregate benefits provided to such U.S. Transferred Employee under the Conveyed Companies, or, in respect of the Transferred Business Employees, and their dependents, in accordance with Seller’s and its Affiliates’ arrangements and past practicesflexible spending accounts exceeded the aggregate contributions made by such U.S. Transferred Employee as of such applicable Transition Date.

Provision of Health Benefits; Certain Welfare Plan Matters. Except as otherwise provided under the Transition Services Agreement or Section 5.5(g), effective Effective commencing on the Closing applicable Transition Date (or, in the case of an Offeree, the applicable Offeree Start Date)for each Transferred Employee, Purchaser shall make available provide or cause to be provided coverage to all such Transferred Employees Employee and their respective spouses spouses, dependents and dependents beneficiaries under a group health plan sponsored by Purchaser or one of its Affiliates, subject to the terms of such planPurchaser. With respect to such health plan and any other welfare benefit plans of Purchaser or its Subsidiaries in which Transferred Employees are be eligible to participate, Purchaser shall shall, except as would result in the duplication of benefits, use reasonable best efforts to (i) ensure that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Transferred Employees or their spouses, dependents or beneficiaries (except to the extent such exclusion or limitations applied under the Business Benefit Plans immediately prior to the Closing)beneficiaries, and (ii) provide or cause to be provided that any costs or expenses incurred by the Transferred Employees (and their respective spouses, dependents and beneficiaries) under group health Business Benefit Plans up to (and including) the Closing applicable Transition Date (or, in the case of an Offeree, the applicable Offeree Start Date) shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage shall be specifically applied for such purposes under any such health or welfare benefit plans to for the same extent and for plan year in which such purposes such amounts were credited under Transition Date occurs. Without limiting the similar Business Benefit Plan immediately prior to the Closing Date. generality of Section 2.4(h), Purchaser shall be responsible under the employee welfare benefit plans of Purchaser for all amounts payable by reason of claims incurred by Transferred Employees and their eligible spouses, dependents and beneficiaries after the Closing Date (orapplicable Transition Date. Notwithstanding anything to the contrary in Section 2.4(h), in the case of an Offeree, the applicable Offeree Start Date). With with respect to the Transferred Employees, Purchaser also shall be responsible (and shall, if applicable, promptly reimburse Seller) for all costs and expenses under the any Business Benefit Plans providing employee welfare benefit plans and fringe benefits, Seller shall fully perform, pay and discharge, under such Business Benefit Plans, all claims of Seller Transferred Employees (or their covered spouses, dependents and its Affiliates beneficiaries) that are incurred but not paid prior to such Transferred Employee’s Transition Date. For purposes of this Section 5.5(d), a claim or Liability is deemed to be incurred (i) are incurred through with respect to medical, dental, vision and/or prescription drug benefits, upon the rendering of health services giving rise to such claim or Liability, (ii) with respect to life insurance, accidental death and dismemberment and business travel accident insurance, upon the occurrence of the event giving rise to such claim or Liability and (iii) with respect to disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to such claim or Liability. Effective as of the Closing Date, including claims Purchaser shall establish flexible spending accounts for benefits medical and dependent care expenses for U.S. Transferred Employees, and shall, as of the applicable Transition Date for each U.S. Transferred Employee, credit such accounts with the amount (positive or negative) credited as of the Transition Date for such Transferred Employee under comparable accounts maintained under Business Benefit Plans of Seller. Within fifteen (15) Business Days following the applicable Transition Date of each Transferred Employee, (i) Seller shall pay to Purchaser in cash the amount, if any, by which aggregate contributions made by such U.S. Transferred Employee to Seller’s and its Affiliates’ self-insured health plans incurred on flexible spending accounts exceeded the aggregate benefits provided to such U.S. Transferred Employee as of such applicable Transition Date, or prior to the Closing Date and (ii) would have been allocated Purchaser shall pay to or payable Seller in cash the amount, if any, by any of which aggregate benefits provided to such U.S. Transferred Employee under the Conveyed Companies, or, in respect of the Transferred Business Employees, and their dependents, in accordance with Seller’s and its Affiliates’ arrangements and past practicesflexible spending accounts exceeded the aggregate contributions made by such U.S. Transferred Employee as of such applicable Transition Date.