Common use of Welfare Benefit Claims Clause in Contracts

Welfare Benefit Claims. Notwithstanding anything to the contrary in this Agreement and except as set forth on Schedule 1.10(d) to this Agreement, (i) MatCo shall remain responsible for any claims under any Heritage Dow Benefit Plans that are welfare benefits plans (the “Heritage Dow Group Welfare Plans”) that were incurred prior to the MatCo Distribution Date with respect to each Heritage Dow AgCo Employee and Heritage Dow SpecCo Employee; (ii) AgCo shall remain responsible for any claims under any Heritage DuPont Benefit Plans that are welfare benefits plans (the “Heritage DuPont Group Welfare Plans”) that were incurred prior to the MatCo Distribution Date (or, as between AgCo and SpecCo, the AgCo Distribution Date) with respect to each Heritage DuPont MatCo Employee who is employed by AgCo or a member of the AgCo Group immediately prior to the Internal Reorganization or any Heritage DuPont SpecCo Assigned Employee; and (iii) SpecCo shall remain responsible for any claims under any Heritage DuPont Group Welfare Plan that were incurred prior to the MatCo Distribution Date (or, as between AgCo and SpecCo, the AgCo Distribution Date) with respect to each Heritage DuPont MatCo Employee who is employed by SpecCo or a member of the SpecCo Group immediately prior to the Internal Reorganization or any Heritage DuPont AgCo Assigned Employee; provided, however, that clauses (i) through (iii) shall not apply to any long-term disability coverage for any employee who incurred a short-term disability event but was not an LTD Employee prior to the applicable Distribution Date. Except in the event of any claim for workers’ compensation benefits for purposes of Section 2.08, any claims shall be deemed to be incurred pursuant to the terms and conditions of the Heritage Dow Group Welfare Plan or the Heritage DuPont Group Welfare Plan, as the case may be, provided that the Parties shall use their best efforts to ensure that there is no failure to cover any claim that otherwise would have been covered under a Heritage Company Benefit Plan but for the provisions of this Agreement.

Welfare Benefit Claims. Notwithstanding anything Parent shall retain the responsibility for payment of all covered medical, dental, life insurance and long-term disability claims or expenses pursuant to the contrary applicable Non-Company Group Benefit Plan incurred by any Employee prior to the Closing Date, and the Acquiror shall not assume nor shall the Company Group Entities be responsible for any liability with respect to such claims, other than with respect to claims and expenses subject to Acquiror’s FSA (as defined in this Agreement Section 6.02(j)). The Acquiror shall remit to Parent all Employee premiums due for medical, dental, life insurance and except long-term disability coverage attributable to the period prior to the Closing Date, but which, as set forth on Schedule 1.10(dof the Closing Date, had not been collected and remitted to Parent or an Affiliate of Parent (other than the Company Group Entities) to this Agreementthe extent any Company Group Entity collected and remitted any such premiums to Parent or an Affiliate thereof in the ordinary course prior to the Closing (with any such premiums to be excluded as assets in the calculation of Closing Tangible Book Value). With respect to the Employees, on and after the Closing, the Acquiror and the Company Group Entities shall have the liability and obligation for, and neither Parent nor any of its Affiliates shall have any liability or obligation for, (i) MatCo shall remain responsible for any medical, dental, life insurance, long-term disability or other welfare benefit claims under any Heritage Dow Benefit Plans that are welfare benefits plans (incurred following the “Heritage Dow Group Welfare Plans”) that were incurred prior to the MatCo Distribution Date with respect to each Heritage Dow AgCo Employee and Heritage Dow SpecCo Employee; Closing or (ii) AgCo shall remain responsible for any claims under any Heritage DuPont Benefit Plans short-term disability or sick pay; provided that are welfare benefits plans (the “Heritage DuPont Group Welfare Plans”) that were incurred prior to the MatCo Distribution Date (or, as between AgCo such liability and SpecCo, the AgCo Distribution Date) with respect to each Heritage DuPont MatCo Employee who is employed by AgCo or a member obligation of the AgCo Acquiror and the Company Group immediately prior to the Internal Reorganization or any Heritage DuPont SpecCo Assigned Employee; and (iii) SpecCo shall remain responsible for any claims under any Heritage DuPont Group Welfare Plan that were incurred prior to the MatCo Distribution Date (or, as between AgCo and SpecCo, the AgCo Distribution Date) with respect to each Heritage DuPont MatCo Employee who is employed by SpecCo or a member of the SpecCo Group immediately prior to the Internal Reorganization or any Heritage DuPont AgCo Assigned Employee; provided, however, that clauses (i) through (iii) Entities shall not apply to include any long-term disability coverage for any employee who incurred a shortbenefits that are provided under Parent’s insured long-term disability event but was not an LTD plans with respect to any Employee whose disability commenced prior to the applicable Distribution DateClosing and whose claim is covered under Parent’s long-term disability policy. Except in the event of any claim for workers’ compensation benefits for For purposes of this Section 2.086.02(f), any claims a claim or expense shall be deemed to be have been incurred pursuant as follows: (A) for health, dental and prescription drug claims, upon provision of each such service, (B) for life, accidental death and dismemberment and business travel accident insurance claims, upon the death or accident giving rise to such claims, (C) for hospital-provided health, dental, prescription drug claims or the claims which become payable with respect to any hospital confinement, upon commencement of such confinement, except that Parent’s liability for such claims shall not extend to costs unrelated to the terms original condition requiring the hospital confinement, and conditions (D) for short-term and long-term disability claims, upon the injury or condition giving rise to such claims, regardless of whether such claims are made and/or identified prior to or after the Heritage Dow Group Welfare Plan or the Heritage DuPont Group Welfare Plan, as the case may be, provided that the Parties shall use their best efforts to ensure that there is no failure to cover any claim that otherwise would have been covered under a Heritage Company Benefit Plan but for the provisions of this AgreementClosing Date.