Welfare and Fringe Benefit Plans. Following the Closing Date and through December 31, 1998, Buyer shall provide Transferred Employees with life insurance, medical coverage, and other employee welfare benefit plans, programs, policies or arrangements, other than stock-based plans relating to equity securities (or their equivalent, such as phantom stock plans or SARs) or (except as provided in the next sentence) any incentive bonus programs based on the achievement of financial targets, on a basis comparable in the aggregate to those provided Transferred Employees prior to the Closing Date. Buyer will provide or establish a cash incentive bonus program(s) based on the achievement of financial targets to those Transferred Employees who currently are eligible for cash incentive bonus program(s) of Seller based on the achievement of financial targets, which cash incentive program(s) of Buyer shall be comparable in the aggregate to such cash incentive bonus program(s) of Seller.
Welfare and Fringe Benefit Plans. During his employment with the Company, the Executive shall be eligible to participate in the Company's welfare and fringe benefit plans pursuant to the Company's plans and policies as in effect for active Key Employees from time to time. The Company reserves the right to amend or terminate any of its welfare and fringe benefit plans and policies (including but not limited to coverages and premium structures) at any time.
Welfare and Fringe Benefit Plans. (a) Effective as of January 1, 1998, Buyer Parent shall, or shall cause Buyers to, cause each Transitioning Employee and his eligible dependents to be eligible to participate in each employee welfare benefit plan (as such term is defined in Section 3(1) of ERISA) maintained by Buyer Parent (or Buyers) and each other benefit arrangement maintained by Buyer Parent for the benefit of similarly situated employees of Buyer Parent ("Buyer's Welfare Plans"). Notwithstanding the preceding sentence, from and after the Closing, Buyer Parent shall become solely responsible for all liabilities for claims of the Transitioning Employees and their eligible dependents incurred under those Plans that are basic accident or life insurance plans, whether incurred prior to, on or after the Closing Date. Subject to the preceding sentence and Section 7.3(b) hereunder, Sellers shall continue to cover all Transitioning Employees who were covered under any health, welfare and contributory benefit plans maintained by Sellers prior to Closing until December 31, 1997. In connection therewith, Buyer Parent shall reimburse Seller Parent for all costs related to such continuation of coverage as soon as practicable following Buyer Parent's receipt from Seller Parent of a detailed invoice describing such costs. Buyer Parent, Buyers and Sellers shall cooperate in ensuring that welfare benefit coverage for Transitioning Employees and their eligible dependents prior to the Closing is coordinated with such coverage provided after the Closing.
(b) From and after the Closing, Buyer Parent shall become solely responsible for (i) disability benefits payable under any Plan that is a disability benefit plan in respect of Transitioning Employees who, on the Closing Date, are on long term disability status and entitled to benefits under such Plans and (ii) post-retirement health and life insurance benefits payable under the terms of any Plan that provides such post-retirement benefits in respect of those former employees of Sellers formerly employed in the same operation of the Business as the Transitioning Employees, including those employees set forth in the memorandum attached hereto as Schedule 7.3(b), who on the Closing Date, are receiving such post-retirement benefits under such Seller Parent Plan.
Welfare and Fringe Benefit Plans. Buyer shall grant to each New Employee credit for his service with Seller prior to the Effective Date (based on information provided to Buyer by Seller) under Buyer's Welfare Benefit Plans and shall grant credit for deductibles and co-payments previously paid. Buyer's Welfare Benefit Plans shall not exclude from coverage any pre-existing condition of any of the New Employees. Except with respect to benefits provided under the Transitional Services Agreement during the term thereof, Buyer shall grant immediate eligibility for participation in all Buyer's Welfare Benefit Plans to all New Employees. Any valid claims of any New Employee made against a Buyer's Welfare Benefit Plan incurred prior to the Effective Date shall be satisfied by Seller under Seller's Welfare Benefit Plans, and, to the extent not paid from such employee's contributions, reimbursed by Buyer. Any claims for hospitalization or other confinement charges with respect to any hospitalization or other confinement of a New Employee or eligible dependent that commences prior to the Effective Date in accordance with the terms and provisions of Seller's plans and policies shall be satisfied by Seller under Seller's Welfare Benefit Plans, and, to the extent not paid from such employee's contributions, reimbursed by Buyer. Buyer shall be responsible for payment of all benefits payable to the New Employees incurred on or after the Effective Date, whether pursuant to the Transitional Services Agreement or otherwise. For purposes of this Section 11.2.5, an expense shall be deemed incurred when the Welfare Benefit Plans service relating to the expense is provided (regardless of when the incident giving rise to the expense occurs).
Welfare and Fringe Benefit Plans. (a) Buyer shall provide the Transferred Employees, during their employment by Buyer, and their eligible dependents and beneficiaries, coverage under any welfare and fringe benefit plans, programs, policies or arrangements established or maintained by Buyer for such persons ("Buyer's Welfare Plans") for claims incurred after the Closing Date. Buyer's Welfare Plans shall treat service by Transferred Employees with Seller and its Affiliates in the same manner as service with Buyer and its Affiliates for purposes of eligibility to participate in Buyer's Welfare Plans, and Buyer shall use its reasonable best efforts so that any limitations on coverage of pre-existing conditions under Buyer's Welfare Plans will be waived with respect to Transferred Employees and their eligible dependents and beneficiaries.
(b) From and after the Closing Date, Seller shall remain solely responsible for any and all Liabilities relating to or arising in connection with (i) the requirements of Section 4980B of the Code to provide continuation of health care coverage under any Plan in respect of (A) Employees, other than the Transferred Employees and their covered dependents, and (B) to the extent related to a qualifying event occurring on or before the Closing Date, Transferred Employees and their covered dependents, (ii) except for claims for welfare benefits assumed by Buyer under Section 6.1(c), claims for welfare benefits incurred by Transferred Employees on or before the Closing Date, and (iii) incentive bonuses payable to Transferred Employees in excess of the amounts allocated to such Transferred Employees by the Division as set forth on Schedule 6.3(b).
Welfare and Fringe Benefit Plans. (a) Effective as of the Closing Date, Buyer shall assume, with respect to the Transferred Employees and their dependents and beneficiaries Seller's medical benefit plan described on Schedule 4.1.22
(a) (the "Medical Benefit Plan"). In addition, Buyer shall provide the Transferred Employees and their dependents and beneficiaries coverage commencing on the Closing Date under group life, short-term disability and long-term disability plans established by Buyer for such Persons who for all purposes of this Section will be credited with all service with Seller or its Affiliates, provided that, from and after the Closing Date, Seller shall remain responsible for any and all Benefit Liabilities to or in respect of the Employees or their beneficiaries or dependents relating to or arising in connection with any claims for life, disability, accidental death or dismemberment, supplemental unemployment compensation, medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements, to the extent such claims relate to or are based upon medical, dental, hospitalization or health services provided prior to the Closing Date and are not included in Net Working Capital or in connection with the requirements of Section 4980B of the Code to provide continuation of health care coverage under any Employee Benefit Plan in respect of Employees to the extent such Benefit Liabilities relate to terminations of employment occurring on or prior to the Closing Date. With respect to any Employee Benefit Plan that is subject to Section 125 of the Code, Seller shall transfer assets equal to the aggregate account balances of all Transferred Employees, as of the Closing Date, to Buyer or shall take other action mutually agreed to by Buyer and Seller to avoid the loss by Transferred Employees of any part of such balances.
(b) From and after the Closing Date, Buyer shall be responsible for any and all Benefit Liabilities that relate to the period from and after the Closing Date (other than any Excluded Liabilities) relating to or arising in connection with the requirements of Section 4980B of the Code to provide continuation of health care coverage under any Employee Benefit Plan in respect of Transferred Employees, including the former Employees set forth on Schedule 7.2, any other Employees whose employment with Seller terminates between the date hereof and the Closing Date (a list of whom shall be provided to Buyer at or prior to the Closing), and...
Welfare and Fringe Benefit Plans. (a) From and after the Closing Date, the New Employees and their eligible dependents shall be eligible to participate in such employee benefit plans, programs, policies and arrangements that Buyer or its Affiliates establishes for and makes available to New Employees generally. Without limiting the generality of the foregoing, Buyer shall provide group health care coverage to New Employees comparable to group health benefits provided to other similarly situated employees of Buyer as such benefits may be modified from time to time. In no event shall Buyer be responsible for any claims for group health benefits or other welfare benefits that are incurred before the Closing. For purposes of the foregoing sentence, a claim shall be considered incurred when the services are rendered or the supplies or medications are provided, and not when the condition arose.
(b) Seller shall be solely responsible for and retain all liabilities under all of Seller's post-retirement welfare Plans covering the New Employees other than pursuant to Section
Welfare and Fringe Benefit Plans. From and after the Closing Date, the Seller shall remain solely responsible for any and all Benefit Liabilities to or in respect of the Transferred Employees or their beneficiaries or dependents based upon the occurrence of any claims, whether such claims are asserted before, on or after the Closing Date, for life, disability, accidental death or dismemberment, supplemental unemployment compensation, medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based upon an occurrence on or before the Closing Date (excluding claims for continuing treatment in respect of any illness, accident, disability, condition or confinement which occurs or commences on or before the Closing Date).
Welfare and Fringe Benefit Plans. 47 11.3. Workers' Compensation...............................................................47 11.4.
Welfare and Fringe Benefit Plans. (a) From and after the Closing Date, Neptune shall remain solely responsible for any and all Benefit Liabilities to or in respect of the Transferred Employees or their beneficiaries or dependents relating to or arising in connection with any claims, whether such claims are asserted before, on or after the Closing Date, for life, disability, accidental death or dismemberment, supplemental unemployment compensation, medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements which claims relate to or are based upon an occurrence on or before the Closing Date (including claims for continuing treatment in respect of any illness, accident, disability, condition or confinement which occurs or commences on or before the Closing Date).
(b) From and after the Closing Date, Neptune shall remain solely responsible for any and all Benefit Liabilities relating to or arising in connection with the requirements of section 4980B of the Code to provide continuation of health care coverage under any Plan in respect of (A) Employees, other than the Transferred Employees and their covered dependents, and (B) to the extent related to a qualifying event occurring on or before the Closing Date, Transferred Employees and their covered dependents.
