Common use of Welfare Plan Coverage Clause in Contracts

Welfare Plan Coverage. Subject to the terms of this Section 8.3, as of the Closing Date, the Purchaser shall permit the Seller to, and the Seller shall, adopt for the benefit of employees of the Transferred Business Units (and their dependents) the Vivra, Inc. Group Health Plan, the Vivra, Inc. Long Term Disability Plan and the Vivra, Inc. Life Insurance Plan (the "Vivra Welfare Plans") for the period from and after the Closing Date until March 31, 2000. Such participation shall be terminated prior to March 31, 2000, upon mutual agreement of the parties or upon the failure by Seller to pay any amounts due in accordance with this Section 8.3. As a precondition to the adoption of and participation in such plans, prior to the Closing Date, Seller shall provide Purchaser with evidence satisfactory to Purchaser that such plans are fully insured and that the contracts with applicable insurance carriers have been amended or modified to permit the coverage of such Transferred Business Units' employees (and their dependants). Seller shall pay to the Purchaser upon demand all expenses relating to or arising as the result of such coverage under the Vivra Welfare Plans, including without limitation, any premiums due under the Vivra Welfare Plans. Seller shall retain, pay, perform and indemnify and hold Purchaser harmless from and against all liabilities, costs, expenses, losses, damages and liabilities incurred or suffered directly or indirectly, including, but not limited to, reasonable attorneys' fees and expenses that: (i) arise with respect to coverage under the Vivra Welfare Plans with respect to any employee of the Transferred Business Units (or their dependents), including, but not limited to any liabilities arising in the event that the Vivra Welfare Plans are not fully insured or any related insurance contracts fail to permit coverage of such employees or their dependants; (ii) arise from or on behalf of any employee or former employee (and their dependents) of the Company or any of its Subsidiaries under any employee benefit plans that are employee welfare benefit plans (within the meaning of ERISA) for all claims incurred on or before the Closing Date, whether or not such claims are submitted for payment or reimbursement on or before the Closing Date; and (iii) relate to the provision of benefits under any employee welfare benefit plan or arrangement (within the meaning of ERISA) listed on Schedule 3.21 to those employees or former employees (and their dependents) of the Company or any of its Subsidiaries, and arise as a result of any action or omission by Seller.

Welfare Plan Coverage. Subject The Company shall continue the Skagit County Medical Bureau Plan for the Continuing Nonrepresented Employees. Seller shall enroll persons who are participants in that plan (other than Continuing Employees and their dependents and beneficiaries) in a medical plan sponsored by Seller or one of its Affiliates. With respect to each Continuing Nonrepresented Employee who elects to participate in the Company's welfare plans, the Company shall waive any pre-existing-condition exclusions to coverage, any evidence-of-insurability provisions, and any waiting-period requirements under its welfare plans to the terms of this Section 8.3, as extent waived or otherwise satisfied under comparable welfare plans sponsored by Affiliates of the Closing Company in which the Continuing Nonrepresented Employee participated prior to the Employment Commencement Date, provided the Continuing Nonrepresented Employee enrolls within thirty-one (31) days of his or her Employment Commencement Date. For each Continuing Nonrepresented Employee, the Company shall apply towards any deductible requirements and out-of-pocket maximum limits under its welfare plans applicable to the year of such Continuing Nonrepresented Employee's Employment Commencement Date, any amounts paid by such Continuing Nonrepresented Employee toward such requirements and limits under employment-related plans in which he or she participated during such year provided the employee enrolls within thirty-one (31) days of the Employment Commencement Date. The Company shall notify Seller if a Continuing Nonrepresented Employee fails to enroll in one of the Company's health plans within the thirty-one (31) day enrollment period. If a Continuing Nonrepresented Employee enrolls in one of the Company's health plans within eighteen (18) months of the Employment Commencement Date, the Purchaser Company shall permit notify Seller or cause the Continuing Nonrepresented Employee to notify Seller to, and the Seller shall, adopt for the benefit of employees of the Transferred Business Units (and their dependents) the Vivra, Inc. Group Health Plan, the Vivra, Inc. Long Term Disability Plan and the Vivra, Inc. Life Insurance Plan (the "Vivra Welfare Plans") for the period from and as soon as reasonably practicable after the Closing Date until March 31, 2000. Such participation shall be terminated prior to March 31, 2000, upon mutual agreement of the parties or upon the failure by Seller to pay any amounts due in accordance with this Section 8.3. As a precondition to the adoption of and participation in such plans, prior to the Closing Date, Seller shall provide Purchaser with evidence satisfactory to Purchaser that such plans are fully insured and that the contracts with applicable insurance carriers have been amended or modified to permit the coverage of such Transferred Business Units' employees (and their dependants). Seller shall pay to the Purchaser upon demand all expenses relating to or arising as the result of such coverage under the Vivra Welfare Plans, including without limitation, any premiums due under the Vivra Welfare Plans. Seller shall retain, pay, perform and indemnify and hold Purchaser harmless from and against all liabilities, costs, expenses, losses, damages and liabilities incurred or suffered directly or indirectly, including, but not limited to, reasonable attorneys' fees and expenses that: (i) arise with respect to coverage under the Vivra Welfare Plans with respect to any employee of the Transferred Business Units (or their dependents), including, but not limited to any liabilities arising in the event that the Vivra Welfare Plans are not fully insured or any related insurance contracts fail to permit coverage of such employees or their dependants; (ii) arise from or on behalf of any employee or former employee (and their dependents) of the Company or any of its Subsidiaries under any employee benefit plans that are employee welfare benefit plans (within the meaning of ERISA) for all claims incurred on or before the Closing Date, whether or not such claims are submitted for payment or reimbursement on or before the Closing Date; and (iii) relate to the provision of benefits under any employee welfare benefit plan or arrangement (within the meaning of ERISA) listed on Schedule 3.21 to those employees or former employees (and their dependents) of the Company or any of its Subsidiaries, and arise as a result of any action or omission by Sellerinitial enrollment.

Welfare Plan Coverage. Subject (a) With respect to each Acquired Employee who elects to participate in Buyer's employee welfare benefit plans, Buyer shall, to the terms extent allowed under Buyer's plans, waive any pre-existing condition exclusions to coverage, any evidence of this Section 8.3insurability provisions, as any active at work requirement and any waiting period or service requirements under its employee welfare benefit plans that did not exist or had been waived or otherwise satisfied under comparable employee welfare benefit plans sponsored by the Seller, provided the Acquired Employee enrolls within thirty-one (31) days of the Closing Date. For each Acquired Employee, Buyer shall also apply towards any deductible requirements and out-of-pocket maximum limits under its employee welfare benefit plans applicable to the Purchaser shall permit year of such Acquired Employee's employment commencement date, any amounts paid by such Acquired Employee toward such requirements and limits under the Seller's employee welfare benefit plans in which he or she participated during such year. Seller towill secure information as has been received by the welfare claims processors as of the last day of the calendar month in which the Effective Time occurs, from others and/or provide the information necessary within 14 days after the end of the calendar month following the calendar month in which the Effective Time occurs to establish any such amounts paid by Acquired Employees. After the initial enrollment of Acquired Employees into Buyer's health plans, and the thereafter upon written request of Seller shall, adopt for the benefit of employees of the Transferred Business Units (and their dependents) the Vivra, Inc. Group Health Plan, the Vivra, Inc. Long Term Disability Plan and the Vivra, Inc. Life Insurance Plan (the "Vivra Welfare Plans") for the period from and after the Closing Date until March 31, 2000. Such participation which request shall be terminated prior to March 31, 2000, upon mutual agreement of the parties or upon the failure by Seller to pay any amounts due in accordance with this Section 8.3. As a precondition to the adoption of and participation in such plans, prior to no more frequently than quarterly) until eighteen (18) months after the Closing Date, Buyer shall furnish Seller shall provide Purchaser with evidence satisfactory to Purchaser that the names of the Acquired Employees who enroll in any of Buyer's health plans and specify the health plans in which such plans are fully insured and that the contracts with applicable insurance carriers have been amended or modified to permit the coverage of such Transferred Business Units' employees Acquired Employees enroll. (and their dependants). Seller shall pay b) Buyer shall, to the Purchaser upon demand extent permitted under Buyer's plans, cause all expenses relating to or arising as those employee welfare benefit plans, programs, policies, and practices in which the result of such coverage under the Vivra Welfare PlansAcquired Employees participate, including without limitation, any premiums due under the Vivra Welfare Plans. Seller shall retain, pay, perform and indemnify and hold Purchaser harmless from and against all liabilities, costs, expenses, losses, damages and liabilities incurred or suffered directly or indirectly, including, but not limited to, reasonable attorneys' fees and expenses that: Buyer's vacation, severance pay plan (i) arise with respect to coverage for any Acquired Employees who did not receive benefits under the Vivra Welfare Plans with respect to any employee of the Transferred Business Units (or their dependentsWorkforce Stabilization Plan), includingdisability and sick leave programs, but not limited to any liabilities arising in recognize past service as recognized by the event that the Vivra Welfare Plans are not fully insured or any related insurance contracts fail to permit coverage of such employees or their dependants; (ii) arise from or on behalf of any employee or former employee (and their dependents) of the Company or any of its Subsidiaries under any employee benefit plans that are Seller's employee welfare benefit plans (within such past service as reflected in the meaning of ERISApersonnel records furnished to Buyer by Seller) for purposes of eligibility to participate, eligibility for enrollment, eligibility for the commencement of benefits, and eligibility for the levels of benefits where there are service-related benefit schedules. (c) If Buyer establishes a flexible spending plan (the "Buyer's FSP") Acquired Employees shall be eligible to participate in Buyer's FSP following the Closing Date. As appropriate, Seller and the Buyer shall take all claims incurred on reasonable steps necessary or before appropriate so that the account balances under the Seller's Flexible Spending Plan (the "Seller's FSP") of each Acquired Employee who has elected to participate therein in the year in which the Closing Date occurs shall be transferred, as soon as practicable after the Closing Date, whether or not from the Seller's FSP to the Buyer's FSP, and so that the contribution elections of each such claims are submitted for payment or reimbursement on or Acquired Employee as in effect immediately before the Closing Date; and (iii) relate to Date remain in effect under the provision Buyer's FSP immediately after the transfer of benefits under any employee welfare benefit plan or arrangement (within the meaning of ERISA) listed on Schedule 3.21 to those employees or former employees (and their dependents) of the Company or any of its Subsidiaries, and arise as a result of any action or omission by Seller.such