Common use of Workers’ Compensation Claims Clause in Contracts

Workers’ Compensation Claims. Effective on the Distribution Date, WhiteWave shall assume responsibility for all Liabilities for WhiteWave Employees and Former WhiteWave Employees related to any and all workers’ compensation claims and coverage, whether arising under any law of any state, territory, or possession of the U.S. or the District of Columbia and whether arising before or after the Distribution Date. Xxxx Foods shall be fully responsible for the administration of all such claims made prior to Distribution Date, but the WhiteWave Companies shall reimburse and otherwise fully indemnify Xxxx Foods for all Liabilities related to such claims in respect of such WhiteWave Employees and Former WhiteWave Employees, including (i) the costs of administering the plans, programs or arrangements under which any such Liabilities have accrued or otherwise arisen, (ii) paying benefits and settlements and (iii) establishing reserves, in each case as determined by Xxxx Foods or its designate. Any reimbursement amounts payable under this Section 6.4 shall be paid in accordance with the procedure set forth in Section 2.3. Xxxx Foods shall transfer to, or credit for the benefit of, the WhiteWave Companies an amount equal to the value of any reserves (as determined by Xxxx Foods in its sole discretion) set aside by Xxxx Foods prior to the Distribution Date (including any reserves established under any contract providing coverage against any such claims) for the payment of, or to meet the obligations in respect of, any such workers’ compensation benefits or obligations in respect of such WhiteWave Employees. With respect to any claim for Worker’s Compensation or similar benefits by a WhiteWave Employee or Former WhiteWave Employee made after the Distribution Date, WhiteWave shall be solely responsible for such claim and for complying with all applicable laws with respect thereto.

Workers’ Compensation Claims. Effective on Notwithstanding anything to the Distribution Datecontrary contained in Section 5.6 hereof: 5.15.1 Subsequent to the Closing Purchaser shall, WhiteWave and shall assume responsibility for all Liabilities for WhiteWave Employees cause the Companies to, use commercially reasonable efforts in defending and Former WhiteWave Employees related to otherwise dealing with any and all workers’ workers compensation claims and coverage, whether arising under any law obligations of any state, territory, or possession of the U.S. or Companies arising from a pre-Closing occurrence, using a standard of care consistent with the District Companies’ past practices that a reasonable person would utilize in the absence of Columbia any indemnification by a third party with respect thereto, and whether arising before or after Seller shall have a right of consultation with respect to all of the Distribution Date. Xxxx Foods shall be fully responsible for foregoing; and 5.15.2 Subsequent to the administration of all such claims made prior to Distribution DateClosing, but subject to the WhiteWave next sentence, Purchaser shall, and shall cause the Companies shall reimburse and otherwise fully indemnify Xxxx Foods for all Liabilities related to such claims in respect of such WhiteWave Employees and Former WhiteWave Employees, including (i) the costs with respect to all workers compensation clams arising out of administering the plansoccurrences prior to November 1, programs or arrangements under which any 2007, pay Zurich Insurance Company amounts billed by such Liabilities have accrued or otherwise ariseninsurance company with respect thereto, and (ii) paying benefits with respect to all workers compensation clams arising out of occurrences on or subsequent to November 1, 2007 and settlements and (iii) establishing reservesprior to the Closing Date, pay Seller amounts billed by Seller with respect thereto, in each case as determined by Xxxx Foods or its designate. Any reimbursement amounts payable under this Section 6.4 shall be paid contemplated in accordance clauses (i) and (ii) in the ordinary course of business consistent with the procedure set forth past practices of the Companies. Seller shall reimburse the Companies for all amounts paid by them as contemplated in Section 2.3clauses (i) and (ii) in excess of an aggregate amount of $1,879,113.50, such reimbursement to be made within thirty days subsequent to the issuance to Seller by the Companies of a monthly invoice therefor, and, from and after such time as Seller is obligated to make such reimbursement payments, Seller shall cease sending invoices referred in clause (ii) of the immediately preceding sentence and the Companies shall have no payment obligation under such clause (ii). Xxxx Foods shall transfer toAt such time following the Closing as any of the Companies, on the one hand, or credit for Seller or one of its Affiliates, on the benefit ofother, shall receive the WhiteWave Companies an amount equal to the value return of any reserves (as determined by Xxxx Foods workers compensation deposit with respect to a workers compensation insurance policy in its sole discretion) set aside by Xxxx Foods effect prior to the Distribution Date Closing, the receiving party (including any reserves established under any contract providing coverage against any such claimsor its Affiliate) for shall remit to the payment of, or to meet other party hereunder one-half (1/2) of the obligations in respect of, any such workers’ compensation benefits or obligations in respect amount of such WhiteWave Employees. With respect to any claim for Worker’s Compensation or similar benefits by a WhiteWave Employee or Former WhiteWave Employee made after the Distribution Date, WhiteWave shall be solely responsible for such claim and for complying with all applicable laws with respect theretodeposit.