Common use of Workers’ Compensation Claims Clause in Contracts

Workers’ Compensation Claims. All Liabilities for any workers’ compensation claims or coverage, whether arising under any Law of any state, territory, or possession of the United States or the District of Columbia or otherwise (“Workers’ Compensation Claims”), made by current or former employees (including Transferred Employees) of either Party arising out of or related to the operation of the SpinCo Business (including SpinCo Discontinued Operations or SpinCo Divested Operations), which claims shall have been made not later than two years after the Effective Time, but which relate in whole or in part to injuries or occurrences arising prior to the Effective Time, shall be covered, to the extent covered under any Parent Policy, under and in accordance with the applicable provisions of such Parent Policy (“Insured WC Claims”) or, if applicable, as otherwise required at applicable Law. Except to the extent provided in the foregoing sentence, from and after the Effective Time, SpinCo or the appropriate member of the SpinCo Group shall assume and have all Liabilities for any Workers’ Compensation Claims made by current or former employees (including Transferred Employees) of either Party arising out of or related to the operation of the SpinCo Business, SpinCo Discontinued Operations or SpinCo Divested Operations, even if such claims relate in whole or in part to injuries, conditions or events arising or occurring on or prior to the Effective Time. Parent or the appropriate member of the Parent Group shall be responsible for the administration of any Insured WC Claims on behalf of all parties against which such claim is made. With regard to any Workers’ Compensation Claims that are not Insured WC Claims, each Party shall be fully responsible for the administration of all claims for which it has responsibility pursuant to the foregoing provisions of this Section 6.4. If SpinCo is unable to assume any Liability otherwise allocated to it hereunder or the administration of any such claim because of the operation of applicable state Law or for any other reason, Parent shall retain such Liabilities and SpinCo shall reimburse and otherwise fully indemnify Parent for all such Liabilities (subject to reduction for any amounts payable from insurance), including, but not limited to, the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen, and SpinCo shall enter into reasonable arrangements acceptable to Parent (such acceptance not to be unreasonably withheld) to secure the payment of such Liabilities. All reimbursement amounts shall be paid in accordance with the procedure set forth in Section 6.4. Notwithstanding anything to the contrary, this Section 6.4 shall not apply to claims arising out of Latent Injury Liabilities, which shall be governed by the Separation Agreement.

Workers’ Compensation Claims. All Liabilities for any workers’ compensation claims or coverage, whether arising under any Law of any state, territory, or possession of the United States or the District of Columbia or otherwise (“Workers’ Compensation Claims”), made by current or former employees (including Transferred Employees) of either Party arising out of or related to the operation of the SpinCo Business (including SpinCo Discontinued Operations or SpinCo Divested Operations), which claims shall have been made not later than two (2) years after the Effective Time, but which relate in whole or in part to injuries or occurrences arising prior to the Effective Time, shall be covered, to the extent covered under any Parent Policy, under and in accordance with the applicable provisions of such Parent Policy (“Insured WC Claims”) or, if applicable, as otherwise required at applicable Law. Except to the extent provided in the foregoing sentence, from and after the Effective Time, SpinCo or the appropriate member of the SpinCo Group shall assume and have all Liabilities for any Workers’ Compensation Claims made by current or former employees (including Transferred Employees) of either Party arising out of or related to the operation of the SpinCo Business, SpinCo Discontinued Operations or SpinCo Divested Operations, even if such claims relate in whole or in part to injuries, conditions or events arising or occurring on or prior to the Effective Time. Parent or the appropriate member of the Parent Group shall be responsible for the administration of any Insured WC Claims on behalf of all parties against which such claim is made. With regard to any Workers’ Compensation Claims that are not Insured WC Claims, each Party shall be fully responsible for the administration of all claims for which it has responsibility pursuant to the foregoing provisions of this Section 6.4. If SpinCo is unable to assume any Liability otherwise allocated to it hereunder or the administration of any such claim because of the operation of applicable state Law or for any other reason, Parent shall retain such Liabilities and SpinCo shall reimburse and otherwise fully indemnify Parent for all such Liabilities (subject to reduction for any amounts payable from insurance), including, but not limited to, the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen, and SpinCo shall enter into reasonable arrangements acceptable to Parent (such acceptance not to be unreasonably withheld) to secure the payment of such Liabilities. All reimbursement amounts shall be paid in accordance with the procedure set forth in Section 6.4. Notwithstanding anything to the contrary, this Section 6.4 shall not apply to claims arising out of Latent Injury Liabilities, which shall be governed by the Separation Agreement.