Welfare Benefits Generally. (i) Seller and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee (and his or her spouse, dependents or beneficiaries) before his or her Transfer Date, and (B) claims relating to COBRA Continuation Coverage (and for providing any notices related thereto) attributable to “qualifying events” with respect to any Branch Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (ii) Purchaser and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (B) claims relating to COBRA Continuation Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or after such Transferred Employee’s Transfer Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or prescription is actually filled, and not when the condition arose. A disability claim shall be considered incurred when the date of disability occurs and a workers’ compensation claim shall be considered incurred on the date of the occurrence as determined under the applicable state regulations.
Welfare Benefits Generally. With respect to Transferred Employees, (i) Parent and its affiliates shall be solely responsible in accordance with their applicable welfare benefit plans for (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and for workers’ compensation benefits, in each case that are incurred by or with respect to any Transferred Employee before his or her Transfer Time, and (B) claims relating to health continuation coverage required by Section 4980B of the Code or Part 6 of Subpart B of Title I of ERISA (“COBRA Coverage”) attributable to “qualifying events” with respect to any U.S. Transferred Employee and his or her beneficiaries and dependents that occur before such U.S. Transferred Employee’s Transfer Time, and (ii) RMT Partner and its affiliates shall be solely responsible in accordance with their applicable welfare benefit plans for (A) claims for Welfare Benefits and for workers’ compensation benefits, in each case that are incurred by or with respect to any Transferred Employee after his or her Transfer Time, and (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any U.S. Transferred Employee and his or her beneficiaries and dependents that occur after such U.S. Transferred Employee’s Transfer Time. For purposes of the foregoing, a claim shall be deemed to be incurred as follows: (1) life, accidental death and dismemberment, and business travel accident insurance benefits, upon the death or accident giving rise to such benefits, (2) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies, provided that, in the case of any hospital confinement, the provision of such services, materials or supplies shall be deemed to have occurred at the time the relevant hospital stay commenced, and (3) disability or workers’ compensation benefits, upon the occurrence of the injury or condition giving rise to the claim, but in the case of an injury or condition occurring before the Transfer Time, only if such claim is actually filed before the third anniversary of the Transfer Time. In the case of workers’ compensation claims relating to an injury or condition that occurred over a period both preceding and following the Transfer Time, subject to the immediately preceding sentence, the claim shall be the joint responsibility of Parent and RMT Partner and shall be equitabl...
Welfare Benefits Generally. (i) Seller and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee (and his or her spouse, dependents or beneficiaries) before his or her Transfer Date, and (B) claims relating to COBRA Continuation Coverage (and for providing any notices related thereto) attributable to “qualifying events” with respect to any Branch Employee who does not become a Transferred Employee and his or her beneficiaries and dependents, whether occurring before, on or after the Closing Date; and (ii) Purchaser and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (B) claims relating to COBRA
Welfare Benefits Generally. The Seller shall be solely responsible for claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) that are incurred by any Transferred Employee before the Closing Date and the Purchaser and its Affiliates shall be solely responsible for claims for Welfare Benefits that are incurred by any Transferred Employee on or after the Closing Date. For purposes of the foregoing, a medical/dental/vision claim shall be considered incurred when the services are rendered, the supplies are provided or medication is prescribed, and not when the condition arose. A disability claim shall be considered incurred on or before the Closing Date if the injury or condition giving rise to the claim occurs on or before such date.
Welfare Benefits Generally. Purchaser and its Affiliates shall be solely responsible for (A) claims for Welfare Benefits and for workers compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date, and (B) claims relating to COBRA Continuation Coverage attributable to "qualifying events" with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or after such Transferred Employee's Transfer Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or medication is prescribed, and not when the condition arose. A disability or workers' compensation claim shall be considered incurred before the relevant Transferred Employee's Transfer Date if the injury or condition giving rise to the claim occurs before such Transfer Date.
Welfare Benefits Generally. (i) The Seller and its Affiliates shall be solely responsible for (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee before his or her Transfer Date; and (B) claims for Welfare Benefits and for workers’ compensation, in each case that are incurred by or with respect to any Business Employee who does not become a Transferred Employee, whether incurred before, on or after the Closing Date; and (ii) the Buyers and their Affiliates shall be solely responsible for claims for Welfare Benefits under any plan of the Buyers and their Affiliates, including the Business Benefit Plans assumed by a Buyer pursuant to Section 9.9(d), and for workers’ compensation, in each case that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date. For purposes of the foregoing, (1) a claim for health benefits will be deemed to have been incurred on the date on which the related medical service or material was rendered to or received by the individual claiming such benefit, (2) a claim for sickness, accident or disability benefits or workers’ compensation based on an injury, condition or illness occurring on or prior to the Transfer Date will be deemed to have been incurred prior to the Transfer Date and (3) in the case of any claim for benefits other than sickness, accident or disability benefits (e.g., life insurance benefits), a claim will be deemed to have been incurred upon the occurance of the event giving rise to such claim. 41
Welfare Benefits Generally. Seller and its Affiliates shall be solely responsible for any claims of a Transferred Employee (or his or her eligible spouse and dependents) arising on or prior to the Employee Transfer Date under the Employee Benefit Plans that are welfare benefit plans within the meaning of Section 3(1) of ERISA and all short term disability or salary continuation plans (“Welfare Plans”), and Purchaser and its Affiliates shall be solely responsible for all claims incurred by a Transferred Employee (or his eligible spouse and dependents) after the Employee Transfer Date under any Welfare Plans. For purposes of the foregoing, a medical/dental claim will be considered incurred when the services giving rise to such claim are rendered, the supplies are provided or medication is prescribed, and not when the condition arose; provided, however, that claims relating to a hospital confinement will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any disability plan will be incurred on the date the Transferred Employee is first absent from work because of the condition giving rise to such disability and not when the Transferred Employee is determined to be eligible for benefits under the applicable Welfare Plan.
Welfare Benefits Generally. With respect to Transferred Employees, (a) Sellers shall be solely responsible for (i) claims for welfare benefits arising under the Business Benefit Plans and (ii) claims for workers’ compensation that are incurred by or with respect to any Transferred Employee before his or her Transfer Date, and (b) Buyers and their Affiliates shall be solely responsible for (i) claims for welfare benefits arising under the New Plans and (ii) claims for workers’ compensation that are incurred by or with respect to any Transferred Employee on or after his or her Transfer Date. For purposes of the foregoing, (x) a claim for a welfare benefits shall be considered incurred as follows: (i) disability, life, accidental death and dismemberment, and business travel accident insurance benefits, upon the death, accident or other event giving rise to such benefits and (ii) health, dental and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies and (y) a workers’ compensation claim shall be considered incurred before the applicable Transfer Date if the injury or condition giving rise to the claim occurs before such Transfer Date. In the case of a workers’ compensation claim relating to an injury or condition that occurred over a period both preceding and following the Transfer Date, subject to the immediately preceding sentence, the claim shall, except to the extent inconsistent with applicable law or any applicable workers’ compensation insurance policy, be the joint responsibility of Sellers and Buyers and be equitably apportioned between them based upon the relative periods of time that the condition or injury transpired preceding and following the Transfer Date.
Welfare Benefits Generally
