Common use of Seller’s Plans Clause in Contracts

Seller’s Plans. Seller shall remain solely responsible for liabilities for any claims incurred under the health insurance plans of Seller and its Affiliates by any Transitioning Employees and his or her eligible dependents through the end of the month in which the Closing occurs, and, if the Closing occurs in November 2013, Seller shall continue, through December 31, 2013, to provide health insurance under the health insurance plans of Seller and its Affiliates to the Transitioning Employees and their eligible dependents and, no later than five Business Days following receipt of a written invoice therefor, Purchaser shall reimburse Seller for 102% of the December 2013 health insurance premiums corresponding to such Transitioning Employees. From and after the Closing, Seller shall remain solely responsible for liabilities for claims of the Transitioning Employees and their eligible dependents incurred prior to the Closing under those plans that are disability, accident or life insurance plans, and Purchaser shall be solely responsible for all such liabilities for claims incurred by any Transitioning Employee or his or her eligible dependents after the Closing, except as noted in the immediately preceding sentence. If (i) the Closing occurs in a month other than November, 2013, then from and after the first day of the month following the month in which the Closing occurs, Purchaser shall be solely responsible for all liabilities for any claims incurred under the health insurance plans of Purchaser and its Affiliates incurred by any Transitioning Employee or his or her eligible dependents on or after the first day of the month following the month in which the Closing occurs. If Closing occurs in November 2013, then, from and after January 1, 2014, Purchaser shall be solely responsible for all liabilities for any claims incurred under the health insurance plans of Purchaser and its Affiliates incurred by any Transitioning Employee or his or her eligible dependents on or after January 1, 2014. For the purposes of this Section 17.3, a claim for health benefits shall be deemed to have been incurred when the services that are the subject of such claim are rendered and a claim for disability, accident or life insurance shall be deemed to have been incurred when the last event giving rise to such claim occurs. This Section 17.3(a) shall not be construed to require Purchaser to provide health, disability, accident or life insurance plans that are the same or similar to plans that Seller currently provides to the Timberland Employees.

Seller’s Plans. Seller shall remain solely responsible provide Buyer with necessary base "design build" drawings, specifications, and CAD diskettes (to the extent available) for liabilities the Buildings no later than July 1, 1998 ("Seller's Plans"). Seller's Plans shall be substantially in accordance with the plans described on Schedule 1 (which have been approved by Buyer), together with and including the specifications described for the Improvements in Paragraph 2 of this Work Letter, but shall specifically exclude any claims incurred under improvements to the health insurance plans of Seller and its Affiliates by any Transitioning Employees and his or her eligible dependents through the end interior of the month Building, or items noted in which Paragraph 3 as specific exclusions from the Closing occursImprovements. Seller shall have the right to change Seller's Plans after submission to Buyer as needed to satisfy any requirements of the City of Sunnyvale; provided, and, if the Closing occurs in November 2013however, Seller shall continueprovide Buyer prior written notice of any such changes and notice of meetings with the City of Sunnyvale to be attended by Buyer, through December 31, 2013, which Seller shall be entitled to provide health insurance under the health insurance plans of Seller and its Affiliates attend. Any additional time required to accommodate Buyer's involvement in such meetings shall constitute a Buyer Delay pursuant to Section 7 below to the Transitioning Employees and their eligible dependents andextent it actually delays construction. Excepting changes required by the City of Sunnyvale, no later than five Business Days following receipt of a written invoice therefor, Purchaser shall reimburse Seller for 102% of the December 2013 health insurance premiums corresponding to such Transitioning Employees. From and after the Closing, any changes in Seller's Plans initiated by Seller shall remain solely responsible for liabilities for claims be subject to Buyer's review and approval, which shall not be unreasonably withheld, conditioned or delayed. Buyer must notify Seller in writing of any disapproval with respect to any submitted plans and specification within three (3) business days, unless the Transitioning Employees revisions include new detailed mechanical, electrical and their eligible dependents incurred prior plumbing drawings or substantial revisions thereto, in which case, Buyer shall have five (5) business days to notify Seller in writing of any disapproval or unless the plans and specifications are the final complete set of plans and specifications which Seller intends to submit to the Closing under those plans that are disabilityapplicable authorities to obtain its building permit and other applicable governmental licenses, accident or life insurance plansin which case Buyer shall have seven (7) business days to notify Seller in writing of any disapproval. Any written notice containing Buyer's disapproval, and Purchaser shall be solely responsible also include the specific reasons for all such liabilities for claims incurred by any Transitioning Employee or his or her eligible dependents after the Closing, except as noted in the immediately preceding sentencedisapproval. If (i) Buyer fails to notify Seller of any disapproval within the Closing occurs in a month other than Novemberapplicable time periods provided above, 2013, then from and after the first day of the month following the month in which the Closing occurs, Purchaser shall be solely responsible for all liabilities for any claims incurred under the health insurance plans of Purchaser and its Affiliates incurred by any Transitioning Employee or his or her eligible dependents on or after the first day of the month following the month in which the Closing occurs. If Closing occurs in November 2013, then, from and after January 1, 2014, Purchaser shall be solely responsible for all liabilities for any claims incurred under the health insurance plans of Purchaser and its Affiliates incurred by any Transitioning Employee or his or her eligible dependents on or after January 1, 2014. For the purposes of this Section 17.3, a claim for health benefits Buyer shall be deemed to have been incurred when approved the services that are the subject of such claim are rendered submitted revised plans and a claim for disability, accident or life insurance shall be deemed to have been incurred when the last event giving rise to such claim occurs. This Section 17.3(a) shall not be construed to require Purchaser to provide health, disability, accident or life insurance plans that are the same or similar to plans that Seller currently provides to the Timberland Employeesspecifications.

Seller’s Plans. Seller and LOL shall remain solely responsible retain responsibility for liabilities for any claims incurred under all of Seller’s, LOL’s and their Affiliates’ employee compensation and benefit arrangements. Buyer’s Employees shall become fully vested in the health insurance qualified retirement plans (including, but not limited to defined contribution and defined benefit plans) of Seller and its Affiliates by and/or LOL in which the Buyer’s Employees participated immediately prior to Closing. Notwithstanding the foregoing, no employee listed on Schedule 10.1 shall become vested in either the Land O’ Lakes Employee Retirement Plan or the Land O’ Lakes Cooperative Value Incentive Program. With respect to any Transitioning Employees and his or her eligible dependents through such plan that requires employment as of the end of the month year or some other date in which the Closing occurs, and, if the Closing occurs in November 2013order for an otherwise accrued benefit to be earned, Seller and LOL shall continueprovide Buyer’s Employees a pro rata benefit based on the period elapsed through the Effective Time or Return to Work Time, through December 31as the case may be. Notwithstanding the foregoing, 2013at Closing or the Return to Work Time, to provide health insurance under as the health insurance plans of case may be, Seller and its Affiliates LOL shall transfer to Buyer funds equivalent to the Transitioning value of accrued vacation and/or sick time attributable to Buyer’s Employees and their eligible dependents and, no later than five Business Days following receipt of a written invoice therefor, Purchaser shall reimburse Seller for 102% Buyer agrees to credit each of the December 2013 health insurance premiums corresponding to such Transitioning EmployeesBuyer’s Employees with the vacation and/or sick time balances in accordance with Buyer’s customary practice or policy. From As an example and after the Closingnot by way of limitation, Seller Seller, LOL and their Affiliates shall remain solely be responsible for liabilities for all health and accident claims of the Transitioning Employees and their eligible dependents incurred expenses (i) with respect to services provided to a Company Employee prior to the Closing under those plans that are disabilityEffective Time or the Return to Work Time, accident as the case may be, (ii) with respect to a Company Employee who does not elect to become a Buyer’s Employee at the Effective Time or life insurance plansthe Return to Work Time, as the case may be, (iii) with respect to any person covered by Seller’s arrangement who is not a Buyer’s Employee or a spouse or a dependent thereof as defined in Buyer’s plan, and Purchaser shall be solely responsible (iv) with respect to disability benefits for all such liabilities for claims incurred by any Transitioning Employee or his or her eligible dependents after the Closing, except as noted in the immediately preceding sentence. If (i) the Closing occurs in a month other than November, 2013, then from and after the first day of the month following the month in which the Closing occurs, Purchaser shall be solely responsible for all liabilities Company Employees for any claims incurred under the health insurance plans of Purchaser and its Affiliates incurred by any Transitioning Employee or his or her eligible dependents disability event occurring on or after before the first day of the month following the month in which the Closing occurs. If Closing occurs in November 2013, then, from and after January 1, 2014, Purchaser shall be solely responsible for all liabilities for any claims incurred under the health insurance plans of Purchaser and its Affiliates incurred by any Transitioning Employee or his or her eligible dependents on or after January 1, 2014. For the purposes of this Section 17.3, a claim for health benefits shall be deemed to have been incurred when the services that are the subject of such claim are rendered and a claim for disability, accident or life insurance shall be deemed to have been incurred when the last event giving rise to such claim occurs. This Section 17.3(a) shall not be construed to require Purchaser to provide health, disability, accident or life insurance plans that are the same or similar to plans that Seller currently provides to the Timberland EmployeesEffective Time.