Common use of Welfare Arrangements Clause in Contracts

Welfare Arrangements. Subject to Section 10.1(b) above, to the extent that any medical, dental, hospitalization, life or other similar health, welfare or insurance benefits are provided to Transferred Employees through one or more Seller Plans (the “Welfare Plans”), the Purchaser agrees to designate or establish, effective as of the Closing, one or more benefit plans, programs or arrangements for the purpose of providing such benefits to Transferred Employees. The Purchaser will cause such benefit plans, programs or arrangements to (i) waive any preexisting condition limitations for conditions covered under the applicable Welfare Plans available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods, and (ii) credit Transferred Employees with any deductible and out-of-pocket expenses incurred by such employees and their dependents under the Welfare Plans during the portion of the current year preceding the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under any similar plan, program or arrangement in which such employees may be eligible to participate after the Closing Date. With respect to aggregate lifetime maximum benefits available under the Purchaser’s welfare benefit plans, a Transferred Employee’s prior claim experience under any of the Welfare Plans will not be taken into account. Effective as of the Closing Date, the Transferred Employees (and their dependants) will no longer participate in the Welfare Plans and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. The Purchaser shall be responsible for making tuition reimbursements or adoption assistance payments to any Transferred Employees who (i) obtained all necessary approval under the applicable tuition reimbursement plan or adoption assistance plan of the Seller and its Affiliates prior to the Closing Date, and (ii) satisfy all necessary requirements for reimbursement under such plans after the Closing Date.

Welfare Arrangements. Subject to Section 10.1(b) above, to the extent that any medical, dental, hospitalization, life or other similar health, welfare welfare, life or other insurance benefits are provided to Transferred Employees through one or more Seller Plans (the “Welfare Plans”), the Purchaser agrees to designate or establish, effective as of the Closing, one or more benefit plans, programs or arrangements for the purpose of providing such benefits to Transferred EmployeesEmployees (excluding any post-retirement benefits provided under any Welfare Plan). The Purchaser will cause such benefit plans, programs or arrangements to (i) waive any preexisting condition limitations for conditions covered under the applicable Welfare Plans available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods, and (ii) credit Transferred Employees with any deductible and out-of-pocket expenses incurred by such employees and their dependents under the Welfare Plans during the portion of the current year preceding the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under any similar plan, program or arrangement in which such employees may be eligible to participate after the Closing Date. With respect to aggregate lifetime maximum benefits available under the Purchaser’s welfare benefit plans, a Transferred Employee’s prior claim experience under any of the Welfare Plans will not be taken into account. Effective as of the Closing Date, the Transferred Employees (and their dependantsdependents) will no longer participate in the Welfare Plans and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. The Purchaser shall be responsible for making tuition reimbursements or adoption assistance payments to any Transferred Employees who (i) obtained all necessary approval under the applicable tuition reimbursement plan or adoption assistance plan of the Seller and its Affiliates prior to the Closing Date, and (ii) satisfy all necessary requirements for reimbursement under such plans after the Closing Date.