Common use of Retiree Welfare Plans Clause in Contracts

Retiree Welfare Plans. The Cognizant Group shall be responsible for providing retiree welfare benefits to those D&B Pre-Distribution Employees who are Cognizant Employees and who, immediately prior to the Effective Time, are (i) eligible to retire and (ii) eligible to elect such coverage under the D&B Employee Benefit Welfare Plans (but who do not in fact elect such coverage) (the "Cognizant Retirement Eligible Employees"); provided, however, that in the event the Cognizant Group fails to provide to a Cognizant Retirement Eligible Employee one or more components of retiree welfare coverage (such components consisting of medical, dental and life benefits), the D&B Group shall be responsible for the missing component(s), but only to the same extent it provides such component(s) to its retirees from and after the time when such Cognizant Retirement Eligible Employee retires or loses his or her coverage. In the event the D&B Group must provide the benefits described hereunder, it shall have full rights of reimbursement from the Cognizant Group. The ACNielsen Group shall be responsible for providing retiree welfare benefits to those D&B Pre-Distribution Employees who are ACNielsen Employees and who, immediately prior to the Effective Time, are (i) eligible to retire and (ii) eligible to elect such coverage under the D&B Employee Benefit Welfare Plans (but who do not in fact elect such coverage) (the "ACNielsen Retirement Eligible Employees"); provided, however, that in the event the ACNielsen Group fails to provide to an ACNielsen Retirement Eligible Employee one or more components of retiree welfare coverage (such components consisting of medical, dental and life benefits), the D&B Group shall be responsible for the missing component(s), but only to the same extent it provides such component(s) to its retirees from and after the time when such ACNielsen Retirement Eligible Employee retires or loses his or her coverage. In the event the D&B Group must provide the benefits described hereunder, it shall have full rights of reimbursement from the ACNielsen Group. Notwithstanding the provisions of Sections 10.2, 10.3 or 10.4 hereof, in the event any D&B Pre-Distribution Employee elects to retire on or prior to the Effective Time and receive retiree welfare coverage under the D&B Employee Welfare Benefit Plans, neither the Cognizant Group nor the ACNielsen Group shall provide such employee with past service credit under their respective Employee Benefit Plans, nor shall any assets and liabilities be transferred in respect of such employee under Article II hereof, upon any subsequent employment of such individual by the Cognizant Group or the ACNielsen Group.

Retiree Welfare Plans. The Cognizant Group shall be responsible for providing retiree welfare benefits to those D&B Pre-Distribution Employees who are Cognizant Employees and who, immediately prior to the Effective Time, are (i) eligible to retire and (ii) eligible to elect such coverage under the D&B Employee Benefit Welfare Plans (but who do not in fact elect such coverage) (the "Cognizant Retirement Eligible Employees"); provided, however, that in the event the Cognizant Group fails to provide to a Cognizant Retirement Eligible Employee one or more components of retiree welfare coverage (such components consisting of medical, dental and life benefits), the D&B Group shall be responsible for the missing component(s), but only to the same extent it provides such component(s) to its retirees from and after the time when such Cognizant Retirement Eligible Employee retires or loses his or her coverage. In the event the D&B Group must provide the benefits described hereunder, it shall have full rights of reimbursement from the Cognizant Group. The ACNielsen Group shall be responsible for providing retiree welfare benefits to those D&B Pre-Distribution Employees who are ACNielsen Employees and who, immediately prior to the Effective Time, are (i) eligible to retire and (ii) eligible to elect such coverage under the D&B Employee Benefit Welfare Plans (but who do not in fact elect such coverage) (the "ACNielsen Retirement Eligible Employees"); provided, however, that in the event the ACNielsen Group fails to provide to an ACNielsen Retirement Eligible Employee one or more components of retiree welfare coverage (such components consisting of medical, dental and life benefits), the D&B Group shall be responsible for the missing component(s), but only to the same extent it provides such component(s) to its retirees from and after the time when such ACNielsen Retirement Eligible Employee retires or loses his or her coverage. In the event the D&B Group must provide the benefits described hereunder, it shall have full rights of reimbursement from the ACNielsen Group. Notwithstanding the provisions of Sections 10.2, 10.3 or 10.4 hereof, in the event any D&B Pre-Distribution Employee elects to retire on or prior to the Effective Time and receive retiree welfare coverage under the D&B Employee Welfare Benefit Plans, neither the Cognizant Group nor the ACNielsen Group shall provide such employee with past service credit under their respective Employee Benefit Plans, nor shall any assets and liabilities be transferred in respect of such employee under Article II hereof, upon any subsequent employment of such individual by the Cognizant Group or the ACNielsen Group.. 21 21 ARTICLE VI EQUITY-BASED PLANS

Retiree Welfare Plans. The Cognizant Group shall be responsible for providing retiree welfare benefits to those D&B Pre-Distribution Employees who are Cognizant Employees and who, immediately prior to the Effective Time, are (i) eligible to retire and (ii) eligible to elect such coverage under the D&B Employee Benefit Welfare Plans (but who do not in fact elect such coverage) (the "Cognizant Retirement Eligible Employees"); provided, however, that in the event the Cognizant Group fails to provide to a Cognizant Retirement Eligible Employee one or more components of retiree welfare coverage (such components consisting of medical, dental and life benefits), the D&B Group shall be responsible for the missing component(s), but only to the same extent it provides such component(s) to its retirees from and after the time when such Cognizant Retirement Eligible Employee retires or loses his or her coverage. In the event the D&B Group must provide the benefits described hereunder, it shall have full rights of reimbursement from the Cognizant Group. The ACNielsen Group shall be responsible for providing retiree welfare benefits to those D&B Pre-Distribution Employees who are ACNielsen Employees and who, immediately prior to the Effective Time, are (i) eligible to retire and (ii) eligible to elect such coverage under the D&B Employee Benefit Welfare Plans (but who do not in fact elect such coverage) (the "ACNielsen Retirement Eligible Employees"); provided, however, that in the event the ACNielsen Group fails to provide to an ACNielsen Retirement Eligible Employee one or more components of retiree welfare coverage (such components consisting of medical, dental and life benefits), the D&B Group shall be responsible for 25 the missing component(s), but only to the same extent it provides such component(s) to its retirees from and after the time when such ACNielsen Retirement Eligible Employee retires or loses his or her coverage. In the event the D&B Group must provide the benefits described hereunder, it shall have full rights of reimbursement from the ACNielsen Group. Notwithstanding the provisions of Sections 10.2, 10.3 or 10.4 hereof, in the event any D&B Pre-Distribution Employee elects to retire on or prior to the Effective Time and receive retiree welfare coverage under the D&B Employee Welfare Benefit Plans, neither the Cognizant Group nor the ACNielsen Group shall provide such employee with past service credit under their respective Employee Benefit Plans, nor shall any assets and liabilities be transferred in respect of such employee under Article II hereof, upon any subsequent employment of such individual by the Cognizant Group or the ACNielsen Group.