Common use of Welfare Benefits and Other Benefits and Policies Clause in Contracts

Welfare Benefits and Other Benefits and Policies. Except as would result in duplication of benefits and except as otherwise required by Law, for each Transferred Employee who participates in any welfare benefit plan, or is subject to any policy or pay practice, of Buyer or Buyer’s Affiliates, Buyer covenants that both Buyer or Buyer’s Affiliates, and the applicable welfare benefit plan, policy and pay practice: (i) shall recognize the Transferred Employee’s recognized credited service amounts with Seller Group for all purposes including eligibility, vesting, and benefit determination and accrual; (ii) shall use Commercially Reasonable Efforts to cause its third party insurance providers or third party administrators to waive any physical examination requirements or other proof of insurability, and to waive all coverage exclusions and limitations, except as subject to Buyer’s and Buyer’s Affiliates’ insurance carrier’s requirements and limitations for similarly situated employees of Buyer, relating to waiting periods or pre-existing conditions, with respect to any of the Transferred Employees or any dependent covered by Seller Group’s comparable welfare benefit plan, policy or pay practice in effect as of the expiration of the Transition Period; and (iii) shall credit the expenses of the Transferred Employees which were credited toward deductibles, co-insurance or co-payments for the year in which the Transferred Employee terminates employment with Seller Group under the applicable welfare benefit plan of Seller Group against satisfaction of any deductibles, co-insurance or co-payments for the year in which the Transferred Employee commences employment with Buyer or Buyer’s Affiliates under Buyer’s or Buyer’s Affiliates’ medical welfare benefit plan for the Transferred Employees. Should Buyer, through Commercially Reasonable Efforts, determine that it is unable to credit the expenses of the Transferred Employees that the Transferred Employees accumulated through deductibles, co-insurance or co-payments, Buyer agrees to otherwise credit, pay or compensate the Transferred Employees for those expenses.

Welfare Benefits and Other Benefits and Policies. Except as would result in duplication of benefits and except as otherwise required by Law, for each Transferred Employee who participates in any welfare benefit plan, or is subject to any policy or pay practice, of Buyer or Buyer’s Affiliates, Buyer covenants that both Buyer or Buyer’s Affiliates, and the applicable welfare benefit plan, policy and pay practice: (i) shall recognize the Transferred Employee’s recognized credited service amounts with Seller Group for all purposes including eligibility, vesting, and benefit determination and accrual; (ii) shall use Commercially Reasonable Efforts to cause its third party insurance providers or third party administrators to waive any physical examination requirements or other proof of insurability, and to waive all coverage exclusions and limitations, except as subject to Buyer’s and Buyer’s Affiliates’ insurance carrier’s requirements and limitations for similarly situated employees of Buyer, relating to waiting periods or pre-existing conditions, with respect to any of the Transferred Employees or any dependent covered by Seller Group’s comparable welfare benefit plan, policy or pay practice in effect as of the expiration of the Transition Period; and (iii) shall credit the expenses of the Transferred Employees which were credited toward deductibles, co-insurance or co-payments for the year in which the Transferred Employee terminates employment with Seller Group under the applicable welfare benefit plan of Seller Group against satisfaction of any deductibles, co-insurance or co-payments for the year in which the Transferred Employee commences employment with Buyer or Buyer’s Affiliates under Buyer’s or Buyer’s Affiliates’ medical welfare benefit plan for the Transferred Employees. Should Buyer, through Commercially Reasonable Efforts, determine that it is unable to credit the expenses of the Transferred Employees that the Transferred Employees accumulated through deductibles, co-insurance or co-payments, Buyer Xxxxx agrees to otherwise credit, pay or compensate the Transferred Employees for those expenses.

Welfare Benefits and Other Benefits and Policies. Except as would result in duplication of benefits and except as otherwise required by Law, for each Transferred Employee who participates in any welfare benefit plan, or is subject to any policy or pay practice, of Buyer Specific terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the Securities and Exchange Commission, and the terms have been marked at the appropriate place with three asterisks [***]. Purchaser or BuyerPurchaser’s Affiliates, Buyer Purchaser covenants that both Buyer Purchaser or BuyerPurchaser’s Affiliates, and the applicable welfare benefit plan, policy and pay practice: (i) shall recognize the Transferred Employee’s recognized credited service amounts with Seller Group for all purposes including eligibility, vesting, and benefit determination and accrual; (ii) shall use Commercially Reasonable Efforts to cause its third party insurance providers or third party administrators to waive any physical examination requirements or other proof of insurability, and to waive all coverage exclusions and limitations, except as subject to BuyerPurchaser’s and BuyerPurchaser’s Affiliates’ insurance carrier’s requirements and limitations for similarly situated employees of BuyerPurchaser, relating to waiting periods or pre-existing conditions, with respect to any of the Transferred Employees or any dependent covered by Seller Group’s comparable welfare benefit plan, policy or pay practice in effect as of the expiration of the Transition Period; and (iii) shall credit the expenses of the Transferred Employees which were credited toward deductibles, co-insurance or co-payments for the year in which the Transferred Employee terminates employment with Seller Group under the applicable welfare benefit plan of Seller Group against satisfaction of any deductibles, co-insurance or co-payments for the year in which the Transferred Employee commences employment with Buyer Purchaser or BuyerPurchaser’s Affiliates under BuyerPurchaser’s or BuyerPurchaser’s Affiliates’ medical welfare benefit plan for the Transferred Employees. Should BuyerPurchaser, through Commercially Reasonable Efforts, determine that it is unable to credit the expenses of the Transferred Employees that the Transferred Employees accumulated through deductibles, co-insurance or co-payments, Buyer Purchaser agrees to otherwise credit, pay or compensate the Transferred Employees for those expenses.

Welfare Benefits and Other Benefits and Policies. Except as would result in duplication of benefits and except as otherwise required by Law, for each Transferred Employee who participates in any welfare benefit plan, or is subject to any policy or pay practice, of Buyer Purchaser or BuyerPurchaser’s Affiliates, Buyer Purchaser covenants that both Buyer Purchaser or BuyerPurchaser’s Affiliates, and the applicable welfare benefit plan, policy and pay practice: (i) shall recognize the Transferred Employee’s recognized credited service amounts with Seller Group for all purposes including eligibility, vesting, and benefit determination and accrual; (ii) shall use Commercially Reasonable Efforts to cause its third party insurance providers or third party administrators to waive any physical examination requirements or other proof of insurability, and to waive all coverage exclusions and limitations, except as subject to BuyerPurchaser’s and BuyerPurchaser’s Affiliates’ insurance carrier’s requirements and limitations for similarly situated HOUSTON 1151220v.11 employees of BuyerPurchaser, relating to waiting periods or pre-existing conditions, with respect to any of the Transferred Employees or any dependent covered by Seller Group’s comparable welfare benefit plan, policy or pay practice in effect as of the expiration of the Transition Period; and (iii) shall credit the expenses of the Transferred Employees which were credited toward deductibles, co-insurance or co-payments for the year in which the Transferred Employee terminates employment with Seller Group under the applicable welfare benefit plan of Seller Group against satisfaction of any deductibles, co-insurance or co-payments for the year in which the Transferred Employee commences employment with Buyer Purchaser or BuyerPurchaser’s Affiliates under BuyerPurchaser’s or BuyerPurchaser’s Affiliates’ medical welfare benefit plan for the Transferred Employees. Should BuyerPurchaser, through Commercially Reasonable Efforts, determine that it is unable to credit the expenses of the Transferred Employees that the Transferred Employees accumulated through deductibles, co-insurance or co-payments, Buyer Purchaser agrees to otherwise credit, pay or compensate the Transferred Employees for those expenses.