Welfare Plans Sample Clauses

Welfare Plans. Effective as of the Closing Date, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

Welfare Plans. (a) Effective as of the Closing Date or such later date as the Business Employee returns to work as referenced in Section 5.11, (i) Sellers shall cause each Business Employee who transfers employment to Purchaser or its Affiliates as of the Closing Date (“Transferring Employee”) to cease to participate in each welfare benefit plan sponsored by Sellers or their Affiliates, and (ii) Purchaser shall cause each Transferring Employee to be covered by the welfare benefit plans provided by Purchaser or their Affiliates for similarly situated employees. Sellers or their Affiliates shall be liable for claims for benefits (other than for short-term disability, workers’ compensation and medical and dental benefits) by Transferring Employees under such welfare benefit plans arising out of occurrences on or prior to the Closing Date. Sellers or their Affiliates shall be liable for claims for short-term disability benefits and workers’ compensation benefits by Transferring Employees under such welfare benefit plans with respect to payments otherwise due on or prior to the Closing Date. Sellers or their Affiliates shall be liable for claims for medical and dental benefits by Transferring Employees under such welfare benefit plans with respect to services and treatment rendered on or prior to the Closing Date. Purchaser or their Affiliates shall cause each of the Transferring Employees to be granted credit under its health benefit plans, for the year during which the Closing Date occurs, with any deductibles, co-insurance payments or out-of-pocket expenses already incurred by such Transferring Employees for such year under the plans of Sellers or their Affiliates, and Purchaser or their Affiliates shall cause there to be waived any preexisting condition restrictions under its medical and dental benefits plans to the extent necessary to provide immediate coverage under such plans. Purchaser or their Affiliates shall provide the Transferring Employees (and their respective beneficiaries) with medical benefits sufficient to satisfy the obligations of Sellers or their Affiliates under Section 4980B of the Code respecting Transferring Employees. Unless otherwise specifically agreed to by Purchasers, Sellers or their Affiliates shall be liable for all welfare benefits for Business Employees that are not Transferring Employees. (b) Sellers shall retain liability for all retiree medical and life benefit liabilities with respect to the Transferred Employees and their eligible depe...

Welfare Plans. Except as otherwise required by applicable Law, (i) Abbott or one of its Continuing Affiliates shall retain responsibility under the Abbott “employee welfare benefit plans” (as defined in Section 3(1) of ERISA, whether or not such plan is subject to ERISA) in which the Transferred Employees participate with respect to all welfare benefit claims incurred by the Transferred Employees and their eligible dependents prior to the Closing and all welfare benefit claims incurred by Former Business Employees and their eligible dependents (other than claims under Stand-Alone Employee Plans) whether prior to or following the Closing and (ii) New Mylan or one of its Affiliates shall be responsible for all welfare benefit claims incurred by Transferred Employees and their eligible dependents on or after the Closing and for all welfare benefit claims incurred by Former Business Employees and their eligible dependents under Stand-Alone Employee Plans. With respect to any “employee welfare benefit plan” maintained by New Mylan or any of its Affiliates in which Transferred Employees are eligible to participate after the Closing, or any Stand-Alone Employee Plan in which Former Business Employees are eligible to participate after the Closing, New Mylan shall, and shall cause its Affiliates to, use reasonable best efforts to (A) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such Transferred Employees (or with respect to Stand-Alone Employee Plans, applicable to such Former Business Employees) to the extent such conditions and exclusions were satisfied by such individual or did not apply under the welfare benefit plans maintained by Abbott or any of its Affiliates immediately prior to the Closing and (B) provide each Transferred Employee (or with respect to Stand-Alone Employee Plans, such Former Business Employee) with credit for any co-payments and deductibles paid by such individual in the plan year in which the Closing occurs prior to the Closing in satisfying any analogous deductible or out-of-pocket requirements to the extent applicable under any such plan.

Welfare Plans. The Executive shall be eligible to participate in and shall receive all benefits under each welfare benefit plan of the Company currently maintained or subsequently established by the Company for the benefit of its similarly-situated executive officers. Such welfare benefit plans may include medical, dental, vision, disability, group life, accidental death and travel accident insurance plans and programs (collectively “Welfare Plans”). The Executive’s participation in the Welfare Plans shall be governed by the terms and conditions of those plans.

Welfare Plans. Parent shall, or shall cause the Company and the Surviving Corporation to, take all necessary action so that there shall be (i) waived all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Retained Employees and former employees of the Company and its Subsidiaries and the spouses, dependents and other beneficiaries of such persons under any welfare or fringe benefit plan that any such persons may be eligible to participate in after the consummation of the Offer, other than limitations or waiting periods that are in effect with respect to such persons and that have not been satisfied as of the consummation of the Offer under the corresponding welfare or fringe benefit plan maintained for such persons immediately prior to the consummation of the Offer and are not satisfied thereafter and (ii) provided each such person credit for any co-payments and deductibles paid by such person for the applicable plan year prior to the consummation of the Offer in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such person is eligible to participate in after the consummation of the Offer. Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, retiree medical and other retiree health benefits to persons who are immediately prior to the consummation of the Offer eligible for such benefits under the EMWA Plan as in effect immediately prior to the consummation of the Offer, or who would immediately prior to the consummation of the Offer be eligible therefor but for the fact that they, or the person with respect to whom they are a dependent, had not yet terminated employment with the Company and its Subsidiaries, or who will or would within twelve months after the consummation of the Offer be so eligible therefor (such eligibility to be determined based on the terms of the EMWA Plan as in effect immediately prior to the date of this Agreement). Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, medical and other health benefits to persons who incur or are dependents of persons who incur...

Welfare Plans. The Company will maintain in full force and effect, for the continued benefit of you and your dependents for a period terminating 36 months after the Date of Termination, all insured and self-insured employee welfare benefit Plans (including, without limitation, medical, life, dental, vision and disability plans) in which you were eligible to participate at any time during the 90-day period immediately preceding the Change in Control, provided that your continued participation is possible under the general terms and provisions of such Plans and any applicable funding media and without regard to any discretionary amendments to such Plans by the Company following the Change in Control (or prior to the Change in Control if amended as a condition or at the request or insistence of a Person (other than the Company) related to the Change in Control) and provided that you continue to pay an amount equal to your regular contribution under such Plans for such participation (based upon your level of benefits and employment status most favorable to you at any time during the 90-day period immediately preceding the Change in Control). The continuation period under federal and state continuation laws, to the extent applicable, will begin to run from the date on which coverage pursuant to this clause (b) ends. If, at the end of the 36-month period, you have not previously received or are not then receiving equivalent benefits from a new employer (including coverage for any pre-existing conditions), the Company will arrange, at its sole cost and expense, to enable you to convert your and your dependents' coverage under such Plans to individual policies or programs upon the same terms as executives of the Company may apply for such conversions. In the event that your or your dependents' participation in any such Plan is barred, the Company, at its sole cost and expense, will arrange to have issued for the benefit of you and your dependents individual policies of insurance providing benefits substantially similar (on a federal, state and local income and employment after-tax basis) to those which you otherwise would have been entitled to receive under such Plans pursuant to this clause (b) or; if such insurance is not available at a reasonable cost to the Company, the Company will otherwise provide you and your dependents equivalent benefits (on a federal, state and local income and employment after-tax basis). You will not be required to pay any premiums or other charges ...

Welfare Plans. Each Welfare Plan complies currently and has been maintained in substantial compliance with its terms and, both as to form and in operation, with all material requirements prescribed by any and all material statutes, orders, rules and regulations that are applicable to such plans, including ERISA and the Code, except where the failure to do so will not have a Material Adverse Effect. Sellers do not sponsor, maintain, or contribute to any Welfare Plan that provides health or death benefits to former employees of the Stations other than as required by Section 4980B of the Code or other applicable laws.

Welfare Plans. Participation in any welfare benefit plans and ------------- programs of the Company as in effect from time to time;

Welfare Plans. Except as disclosed on Schedule 7.12, no Employee Benefit Plan, which is an employee welfare benefit plan within the meaning of §3(1) or §3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as required by Title I, Part 6 of ERISA or the applicable state insurance laws.

Welfare Plans. To the extent permitted by applicable Law, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) to (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) with respect to participation and coverage requirements applicable to Company Employees, other than limitations that were in effect with respect to such Company Employees as of the Closing Date under the corresponding Company Benefit Plan or to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time, (ii) honor any payments, charges and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occurs.