Vendor Contracts. (a) THIRD-PARTY ASO CONTRACTS.
(i) ATI shall use its Reasonable Efforts to amend each administrative services only contract with a third-party administrator that relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Water Pik to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all ASO Contracts into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI.
(ii) ATI shall have the right to determine, and shall promptly notify Water Pik of, the manner in which Water Pik's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Water Pik's participation may be effectuated include automatically making Water Pik a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Water Pik providing for the same terms and conditions as are contained in the ASO Contracts to which ATI is a party (or such other arrangement as to which ATI and Water Pik shall mutually agree). Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Water Pik hereby authorizes ATI to act on its behalf to extend to Water Pik the terms and conditions of the ASO Contracts. Water Pik shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ATI's efforts.
Vendor Contracts. All purchase orders and other Contracts for the purchase of goods or services to the extent relating to the conduct of the Business, including the portion of each Shared Contract set forth on Schedule 1.1I under the heading “Shared Vendor Contracts” to the extent relating to the conduct of the Business after the Closing;
Vendor Contracts. Prior to the AOL Employee Transfer Time, TWX and AOL shall use commercially reasonable efforts to (i) negotiate with the current third-party providers to separate and assign the applicable rights and obligations under each group insurance policy, health maintenance organization, administrative services contract, third-party administrator agreement, letter of understanding or arrangement that pertains to one or more TWX Welfare Plans and one or more AOL Welfare Plans (each, a “Vendor Contract”) to the extent that such rights or obligations pertain to AOL Employees and (ii) to the extent permitted by the applicable third-party provider, obtain and maintain pricing discounts or other preferential terms under the Vendor Contracts. At AOL’s reasonable request, AOL and TWX shall use commercially reasonable efforts so that the AOL Group may participate in the terms and conditions of such Vendor Contracts until a date that is not later than December 31, 2010. Prior to the AOL Employee Transfer Time, TWX and AOL shall use commercially reasonable efforts to negotiate with applicable consultants, plan auditors, investment advisors, legal advisors and other third-party providers of services to TWX in connection with the Benefit Plans to maintain pricing discounts or other preferential terms in effect as of immediately prior to the AOL Employee Transfer Time. At the AOL Employee Transfer Time, AOL shall assume each Vendor Contract to which AOL LLC is a party and shall be solely responsible for all obligations of AOL LLC thereunder, in each case, to the extent that there are any rights or obligations of any party thereunder that relate to any period following the AOL Employee Transfer Time.
Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding
(1) Before the Distribution Date, Acuity shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Acuity, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity enters after the date of this Agreement to allow SpinCo to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a) shall preclude Acuity from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1).
(2) Acuity shall have the right to determine, and shall promptly notify SpinCo of, the manner in which SpinCo’s participation in the terms and conditions of ASO Contracts, Group Insurance Policies, H...
Vendor Contracts. (a) Pre-Closing Date Negotiation. Before the Closing Date, Crown shall take such steps as are necessary under each ASO Contract, Group Insurance Policy and HMO Agreement in existence as of the date of this Agreement to permit Constar to participate in the terms and conditions of such ASO Contract, Group Insurance Policy or HMO Agreement beginning immediately after the Closing Date.
Vendor Contracts. 10 5.3 PROCEDURES FOR AMENDMENTS TO PLANS, PLAN DESIGNS, ADMINISTRATIVE PRACTICES, AND VENDOR CONTRACTS...............12 5.4 ATI SICKNESS AND ACCIDENT, LONG TERM DISABILITY AND PENSION DISABILITY BENEFITS..........................................13 5.5 POST-RETIREMENT HEALTH AND LIFE INSURANCE BENEFITS..............13 5.6 COBRA AND DIRECT PAY............................................13 5.7 POST-DISTRIBUTION TRANSITIONAL ARRANGEMENTS.....................13 5.8 APPLICATION OF ARTICLE V TO WATER PIK ENTITIES..................15 ARTICLE VI EXECUTIVE BENEFITS AND NON-EMPLOYEE DIRECTOR BENEFITS.............15
Vendor Contracts. Prior to the Distribution, Timken and TimkenSteel will use reasonable best efforts to (a) negotiate with the current Third Party providers to separate and assign the applicable rights and obligations under each group insurance policy, health maintenance organization, administrative services contract, Third Party administrator agreement, letter of understanding or arrangement that pertains to one or more Bearings Benefit Plans and one or more TimkenSteel Benefit Plans (each, a “Vendor Contract”) to the extent that such rights or obligations pertain to TimkenSteel Employees and Former TimkenSteel Business Employees and their respective Plan Payees or, in the alternative, to negotiate with the current Third Party providers to provide substantially similar services to the TimkenSteel Benefit Plans on substantially similar terms under separate contracts with TimkenSteel or the TimkenSteel Benefit Plans and (b) to the extent permitted by the applicable Third Party provider, obtain and maintain pricing discounts or other preferential terms under the Vendor Contracts.
Vendor Contracts. (a) IAC and TM shall use commercially reasonable efforts to obligate the third party administrator of each administrative-services-only contract with a third-party administrator that relates to any of the IAC Health and Welfare Plans (an “ASO Contract”), each group insurance policy that relates to any of the IAC Health and Welfare Plans (“Group Insurance Policies”) and each agreement with a Health Maintenance Organization that provides medical services under the IAC Health and Welfare Plans (“HMO Agreements”), in each case, in existence as of the date of this Agreement that is applicable to TM Employees, to enter into a separate ASO Contract, Group Insurance Policy and HMO Agreement, as applicable, with TM providing for substantially similar terms and conditions as are contained in the ASO Contracts, Group Insurance Policies and HMO Agreements, as applicable, to which IAC is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures and reporting requirements.
(b) IAC and Interval shall use commercially reasonable efforts to obligate the third party administrator of each administrative-services-only contract with an ASO Contract, each Group Insurance Policy and each HMO Agreement, in each case, in existence as of the date of this Agreement that is applicable to Interval Employees, to enter into a separate ASO Contract, Group Insurance Policy and HMO Agreement, as applicable, with Interval providing for substantially similar terms and conditions as are contained in the ASO Contracts, Group Insurance Policies and HMO Agreements, as applicable, to which IAC is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures and reporting requirements.
(c) IAC and HSN shall use commercially reasonable efforts to obligate the third party administrator of each administrative-services-only contract with an ASO Contract, each Group Insurance Policy and each HMO Agreement, in each case, in existence as of the date of this Agreement that is applicable to HSN Employees, to enter into a separate ASO Contract, Group Insurance Policy and HMO Agreement, as applicable, with HSN providing for substantially similar terms and conditions as are contained in the ASO Contracts, Group Insurance Policies and HMO Agreements, as applicable, to which IAC is a party. Such terms and con...
Vendor Contracts. (a) Third-Party ASO Contracts.
(i) Parent and ElderCare shall use their reasonable best efforts to amend each administrative-services-only contract with a third-party administrator that relates to any of the Parent Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement that is applicable to ElderCare Individuals to permit ElderCare to participate in the terms and conditions of such ASO Contract from Immediately after the Distribution Date through the Transition Date. Parent and ElderCare shall use their reasonable best efforts to cause all ASO Contracts entered into after the date of this Agreement but before the Close of the Distribution Date to allow ElderCare to participate in the terms and conditions thereof effective Immediately after the Distribution Date on the same or similar basis as Parent.
(ii) The permissible ways in which ElderCare's participation may be effectuated include automatically making ElderCare a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with ElderCare providing for the same terms and conditions as are contained in the ASO Contracts to which Parent is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures and reporting requirements.
Vendor Contracts. 12 (a) Third-Party ASO Contracts......................................................................12 (b) Group Insurance Policies.......................................................................13 (c) HMO Agreements.................................................................................13 (d) Effect of Change in Rates......................................................................13 4.5 COBRA and HIPAA Compliance..............................................................................14 4.6 Leave of Absence Programs...............................................................................14 4.7 Workers' Compensation Liabilities.......................................................................14
