Common use of Affected Employees Clause in Contracts

Affected Employees. Effective on the Closing Date, Buyer shall offer employment, as a "successor employer" (as such term is used or defined in the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees of the Business immediately prior to the Effective Time. The Facility Employees who accept Buyer's employment offer are hereinafter referred to as "Affected Employees." Buyer shall provide the Affected Employees with coverage under a "group health plan" (as defined in Section 4980B(g)(2) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage by reason of the sale of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued by the Affected Employees prior to the Closing Date and, except to the extent any Affected Employee is subject to any preexisting condition limitation under any Company Employee Plan/Agreement, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) months following the Closing Date. Buyer shall not be under an obligation to provide the Affected Employees with coverage under an employee stock ownership plan unless Buyer currently maintains such a plan.

Affected Employees. Effective on For purposes of this Agreement, the term “Affected Employees” shall refer to all persons actively employed by the Subsidiaries as of the Closing Date, Buyer shall offer employment, as a "successor employer" (as such term is used or defined in the Employee Benefit Plans/Agreements), to all Facility Employees Date and employees who are active employees not actively at work due to being on short-term disability as of the Business Closing Date (the “STD Employees”) or other approved leave of absence, each of whom shall continue to be employed by the applicable Subsidiary immediately following the Closing. Listed in Schedule 5.2 are the names, base salary and job title of each individual who would be an Affected Employee if the Closing Date was the date hereof, which list shall be updated by Sellers periodically prior to the Effective TimeClosing. The Facility Employees who accept Buyer's employment offer are hereinafter referred to as "Affected Employees." Buyer shall provide the Affected Employees with coverage under a "group health plan" (shall not include persons who are not actively employed due to being on approved long-term disability leave as defined in Section 4980B(g)(2) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage by reason of the sale of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued by the Affected Employees prior to the Closing Date and, except (the “LTD Former Employees”). Prior to the extent any Affected Employee is subject to any preexisting condition limitation under any Company Employee Plan/Agreement, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer Sellers shall provide assume and be solely responsible for all liabilities with respect to Affected the LTD Former Employees (whether arising or attributable to the benefits described in Exhibit 6.1.(aperiod prior to, on or after the Closing) for a period and including, without limitation, any liabilities under any Employee Plan or related to such transfer of at least twelve (12) months following the Closing Dateemployment. Buyer shall not be under an obligation responsible for the employment of any LTD Former Employee. Except to provide the extent otherwise specifically set forth in this Agreement, Sellers shall assume at the Closing, and be solely responsible for, all liabilities with respect to Affected Employees with coverage under an arising or attributable to the period prior to or on the Closing. Nothing in this Agreement shall require Buyer to retain any Affected Employees for any period of time on or following the Closing and, subject to requirements of applicable Laws, Buyer reserves the right, at any time following the Closing, to terminate such employment and to amend, modify or terminate any term and condition of employment including, without limitation, any employee stock ownership plan unless Buyer currently maintains such a benefit plan, program, policy, practice or arrangement or the compensation or working conditions of Affected Employees.

Affected Employees. Effective on The Purchaser shall offer employment to all of the employees of the Company effective as of the Closing Date, Buyer shall offer employment, as a "successor employer" (as such term is used or defined in the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees of the Business immediately prior to the Effective Time. The Facility Employees Such personnel who accept Buyer's such employment offer are hereinafter referred to as (the "Affected Employees." Buyer shall provide ") will be employed by the Purchaser with the same salaries and wages under which such Affected Employees with coverage under a "group health plan" (as defined in Section 4980B(g)(2) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage by reason of the sale of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued were employed by the Affected Employees Company immediately prior to the Closing Date and(other than as may be provided in the Employment Agreements referred to in Section 8.8 above), but nothing herein contained shall be deemed to create an employment contract between the Purchaser and/or any of its affiliates and any such Affected Employee. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA) maintained by the Purchaser or Paradise in which an Affected Employee may participate on or after the Closing Date, the Purchaser or Paradise shall use its reasonable commercial efforts (i) to waive any pre-existing condition limitations, (ii) to give effect in determining deductible and maximum out-of-pocket limitations to claims incurred and amounts paid by and amounts reimbursed to, such employees with respect to similar plans maintained by the Company prior to the Closing Date and (iii) to permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser or Paradise. In the event any employee of the Company shall be deemed to have been terminated solely by reason of the consummation of this Agreement, all liability for severance benefits or damages shall be borne by the Company. Employees of the Company that become employees of the Purchaser shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (except as otherwise provided in this Section 10.3), and any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable, except to the extent any Affected Employee is subject to any preexisting condition limitation under any Company Employee Plan/Agreementthat written agreements with such employees that are assumed by the Purchaser or subsequently entered into, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) months following the Closing Date. Buyer shall not be under an obligation to provide the Affected Employees with coverage under an employee stock ownership plan unless Buyer currently maintains such a planotherwise.

Affected Employees. The Purchaser shall offer employment to all employees of the Company listed on SCHEDULE A hereto effective as of the Effective Date (including those employees who are on vacation, temporary lay-off, leave of absence, sick leave or short- or long-term disability). Such personnel who accept such employment (the "AFFECTED EMPLOYEES") will be employed on substantially equivalent terms (including, without limitation, salaries and wages) under which such personnel were employed by the Company immediately prior to the Closing Date, Buyer but nothing contained in this Section 4.4.1 shall offer employment, as a "successor employer" (as be deemed to create an employment contract between the Purchaser and/or any of its subsidiaries and any such term is used or defined in Affected Employee. From and after the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees of the Business immediately prior to the Effective Time. The Facility Employees who accept Buyer's employment offer are hereinafter referred to as "Affected Employees." Buyer shall provide Closing Date the Affected Employees with coverage under a "group health plan" will be eligible to participate in the health, welfare and other employee plans and benefits as provided by the Purchaser and its subsidiaries to its employees, which plans and benefits may be different than that provided by the Company. With respect to any welfare benefits plans (as defined in within the meaning of Section 4980B(g)(23(1) of the CodeERISA) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage by reason of the sale of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued maintained by the Purchaser or one of its subsidiaries in which an Affected Employees Employee may participate on or after the Closing Date, the Purchaser shall (i) cause to be waived any pre-existing condition limitations, (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such employees with respect to similar types of plans maintained by the Business prior to the Closing Date andand (iii) permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any applicable welfare plan of the Purchaser (or one of its subsidiaries). Employees of the Company that become employees of the Purchaser or one of its subsidiaries shall be subject to all rules, except regulations, requirements and policies applicable to all new hires of the Purchaser (subject to the extent provisions of Section 4.4.2 below), and any Affected Employee is subject such employees who may be subsequently terminated will be entitled to any preexisting condition limitation under any Company Employee Plan/Agreement, to waive any preexisting condition limitations for severance benefits in accordance with the Affected Employees. Buyer agrees that for the remainder policy of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) months following the Closing Date. Buyer shall not be under an obligation to provide the Affected Employees with coverage under an employee stock ownership plan unless Buyer currently maintains such a planPurchaser as then applicable.

Affected Employees. Effective on (a) On the Closing Date, Buyer the Purchaser shall offer employment, as a "successor employer" employment to (as such term is used or defined in i) all of the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees of the Seller who have any material responsibility for the conduct of the Commercial Services Business immediately prior to (other than the Effective TimeERT Business) located at Corporate Headquarters who are listed on Section 9.3.1(a)(i) of the Seller Disclosure Letter (the “Designated Administrative Employees”) and (ii) all of the employees of the Seller who perform sales functions for the Commercial Services Business (other than the ERT Business), who are listed on Section 9.3.1(a)(ii) of the Seller Disclosure Letter (the “Non-ERT Sales Employees”) . The Facility Such Non-ERT Sales Employees and Designated Administrative Employees who accept Buyer's such offers of employment offer are hereinafter referred to as "(collectively, the “Affected Employees." Buyer shall provide the Affected Employees with coverage under a "group health plan" (as defined in Section 4980B(g)(2”) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage by reason of the sale of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates will be, for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued by the Affected Employees prior to the Closing Date and, except to the extent any Affected Employee is subject to any preexisting condition limitation under any Company Employee Plan/Agreement, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) months following the Closing Date, employed by the Purchaser with substantially the same per annum base salaries or base hourly rates of pay under which such Affected Employees were employed by the Seller immediately prior to the Closing Date. Buyer Notwithstanding the foregoing, nothing contained herein shall not be under deemed to create an obligation employment contract between the Purchaser and/or any of its Affiliates and any such Affected Employee or otherwise restrict the Purchaser’s and/or any of their Affiliates’ ability to alter the terms and conditions of employment as it relates to any such Affected Employee. The Affected Employees shall be subject to all rules, regulations, requirements and policies applicable to all new hires of the Purchaser (except as otherwise provided in this Section 9.3.1), and any Affected Employee who may be subsequently terminated will be entitled to severance benefits in accordance with the Purchaser’s policy as then applicable, except to the extent that written agreements with such Affected Employees that are assumed by the Purchaser or subsequently entered into provide otherwise. Notwithstanding anything to the contrary contained in this Agreement, the Affected Employees shall be employees at will (unless a written employment agreement to the contrary has been entered into with coverage such Affected Employee or expressly assumed by the Purchaser) and nothing express or implied in this Agreement will obligate the Purchaser or any Affiliate to provide continued employment to any such Affected Employee for any specific period of time following the Closing Date. As set forth in Section 1.2 hereof, neither the Purchaser nor any Affiliate is assuming any Seller Equity Plan or any other Plans of the Seller. The Purchaser shall have the right to adopt such benefit plans and provide such employee benefits as are determined from time to time by the Purchaser. For notices and payments related to events occurring on or prior to the Closing Date, the Seller and its ERISA Affiliates shall be responsible for any notices required to be given to employees of the Seller pursuant to the Workers Adjustment and Retraining Notification Act, Health Insurance Portability and Accountability Act, Section 4980B of the Code and/or Section 402(f) of the Code, and for any payments or benefits required pursuant to such laws or on account of violations of any requirements of such laws. Nothing contained in this Agreement shall entitle an Affected Employee to participate or become enrolled in any employee benefit plan maintained or sponsored by the Purchaser or any other Publicis Groupe Company. For the avoidance of doubt, the Purchaser shall have no liability with respect to any Retained Employee. The Seller shall retain all liability for all Retained Employees, including but not limited to any liability relating to employment, labor, wages and hours, withholding, social security, termination, notice upon termination, worker classification, discrimination, retaliation, immigration, payroll, bonus payments, commission payments, vacation, sick leave, workers’ compensation, unemployment benefits, severance benefits, stock option, equity-based or profit-sharing plans, COBRA, health care plans, post-retirement benefits or any liability under an any applicable law or other employee stock ownership plan unless Buyer currently maintains plan, program or arrangement maintained or contributed to by Seller or such a planRetained Employee, whether such liability is incurred prior to, on, or after the Closing Date.

Affected Employees. Effective on The Purchaser shall offer employment to all employees of the Company effective as of the Closing Date, Buyer shall offer employment, as a "successor employer" (as such term is used or defined in the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees of the Business immediately prior to the Effective Time. The Facility Employees Such personnel who accept Buyer's such employment offer are hereinafter referred to as (the "Affected Employees." Buyer shall provide ") will be employed by the Purchaser with the same salaries and wages under which such Affected Employees with coverage under a "group health plan" (as defined in Section 4980B(g)(2) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage by reason of the sale of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued were employed by the Affected Employees Company immediately prior to the Closing Date and(other than as may be provided in the Employment Agreements referred to in Section 4.1 above). In addition, except from and after the Closing Date, the Purchaser shall use its best efforts to provide Affected Employees with the extent substantially similar health and welfare benefits and 401(k) plan as provided by HMG to its employees generally. With respect to any welfare benefits plans (within the meaning of Section 3(1) of ERISA, maintained by the Purchaser or another subsidiary of HMG in which an Affected Employee is subject may participate on or after the Closing Date, the Purchaser shall use its best efforts to (i) permit those Affected Employees who are eligible as of the Closing Date to participate in the Company's applicable welfare plans to participate immediately in any preexisting condition limitation under any Company Employee Plan/Agreement, applicable welfare plan of the Purchaser; (ii) to waive any preexisting pre-existing condition limitations for and (iii) to give effect in determining deductible and maximum out-of-pocket limitations to claims incurred and amounts paid by and amounts reimbursed to, such employees with respect to similar plans maintained by the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered Company prior to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) months following the Closing Date. Buyer Employees of the Company that become employees of the Purchaser shall not be under an obligation subject to provide all rules, regulations, requirements and policies applicable to all new hires of the Purchaser, which shall be the same as currently provided for employees of HMG, and any such employees who may be subsequently terminated will be entitled to severance benefits in accordance with the policy of the Purchaser as then applicable, which shall be the same as currently provided for employees of HMG. In addition, the Purchaser shall recognize the service credited to the Affected Employees with coverage under an employee stock ownership plan unless Buyer currently maintains such a planEmployee as of the Closing Date to the extent recognized by the Company in determining seniority and vacation eligibility.

Affected Employees. Effective The Purchaser shall offer employment to the employees of the Company set forth on Schedule 7.1.1 effective as of the Closing Date. Such personnel who accept such employment (the “Affected Employees”) will be employed by the Purchaser with the same per annum salaries, or hourly rates of pay under which such Affected Employees were employed by the Company immediately prior to the Closing Date, Buyer but nothing herein contained shall offer employment, as a "successor employer" (as be deemed to create an employment contract between the Purchaser and/or any of its Affiliates and any such term is used or defined in the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees Affected Employee. If any employee of the Business immediately prior Company shall be deemed to the Effective Time. The Facility Employees who accept Buyer's employment offer are hereinafter referred to as "Affected Employees." Buyer shall provide the Affected Employees with coverage under a "group health plan" (as defined in Section 4980B(g)(2) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) of the Code) under any medical plan applicable to the Affected Employees from incurring a loss of coverage have been terminated solely by reason of the sale consummation of this Agreement, all liability for severance benefits or damages, if any, shall be borne by the Company. Employees of the Business. Buyer agrees Company that become employees of the Purchaser shall be subject to cause the benefit plans all rules, regulations, requirements and policies applicable to all new hires of the Affected Employees Purchaser (except as otherwise provided in this Section 7.1.1), and any such employees who may be subsequently terminated will be entitled to recognize all previous service severance benefits in accordance with Company or its Affiliates for the purpose policy of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued by the Affected Employees prior to the Closing Date andPurchaser as then applicable, except to the extent any Affected Employee is subject that written agreements with such employees that are assumed by the Purchaser or subsequently entered into, provide otherwise. Notwithstanding anything to any preexisting condition limitation under any Company Employee Plan/the contrary contained in this Agreement, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal employees at will (unless a written employment agreement to the contrary has been entered into with such Affected Employee or expressly assumed by the Purchaser) and nothing express or implied in place of what Company would have provided this Agreement will obligate the Purchaser to provide continued employment to any such Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) Employee for a any specific period of at least twelve (12) months time following the Closing Date. Buyer The Purchaser will be the sole judge of the number, identity and qualifications of employees necessary for the conduct of its business operations and reserves the right to take any personnel action it deems necessary or desirable with respect to Affected Employees. For notices, benefits and payments related to events occurring on or prior to the Closing Date, the Company and its ERISA Affiliates shall not be under an obligation responsible for any notices required to provide be given to employees of the Affected Employees with coverage under an employee stock ownership plan unless Buyer currently maintains Company pursuant to the Worker Adjustment and Retraining Notification Act, Health Insurance Portability and Accountability Act, Section 4980B of the Code and/or Section 402(f) of the Code, and for any payments or benefits required pursuant to such a planlaws or on account of violation of any requirement of such laws.

Affected Employees. Effective on The Purchaser shall offer employment to all the Business Employees of the Company effective as of the Closing Date. The Business Employees who accept such employment (the "AFFECTED EMPLOYEES") will be employed by the Purchaser with the same salaries and wages under which such Affected Employees were employed by one of the Companies immediately prior to the Closing Date, Buyer but nothing herein contained shall offer employmentbe deemed to create an employment contract between the Purchaser and/or any of its affiliates and any such Affected Employee. In addition, as a effective the Closing Date, the Purchaser shall adopt the Companies' health and medical plan applicable to the Business (the "successor employer" (as such term is used or defined in ASSUMED MEDICAL PLAN") and accordingly, from and after the Employee Benefit Plans/Agreements), to all Facility Employees who are active employees Closing Date until otherwise determined by the senior management of the Business immediately prior to Purchaser and DAS, the Effective Time. The Facility Employees who accept Buyer's employment offer are hereinafter referred to as "Affected Employees." Buyer Purchaser shall provide the Affected Employees with the health and welfare benefits provided under the Assumed Medical Plan. Notwithstanding anything contained in the Agreement to the contrary, the Purchaser assumes no liability or responsibility for health and medical coverage under a "group health plan" (as defined in Section 4980B(g)(2through COBRA or otherwise) of the Code) sufficient to prevent any "qualified beneficiary" (as defined in Section 4980B(g)(1) Business Employee who is not an Affected Employee; such liability and responsibility being solely that of the Code) Companies. However, the Purchaser will administer any claims made by such Business Employees. In its adoption of the Medical Plan, Purchaser shall provide for the waiver under its welfare benefit plans covering Affected Employees on and after the Closing Date of any conditions to coverage with respect to pre-existing medical plan applicable conditions. However, any other benefit plans and programs to be instituted by the Purchaser, may differ from those currently provided by the Companies to the Affected Employees from incurring a loss of coverage by reason Employees. Notwithstanding the foregoing, except for Lindx Xxxxxx xxx Kathxxxxx Xxxxxx xxx shall become employees of the sale Purchaser on the Closing Date, an offer of the Business. Buyer agrees to cause the benefit plans applicable to the Affected Employees to recognize all previous service with Company or its Affiliates for the purpose of determining eligibility and vesting (provided that service with Company or its Affiliates will not be counted for purposes of benefit accrual under any pension plan of Buyer). Buyer agrees to cause its group health plan to recognize all deductibles and coinsurance payments accrued employment by the Affected Employees prior Purchaser to any individual who was a Business Employee as of the Closing Date andand who is receiving sick-leave or short-term disability benefits under a Company sick-leave or short-term disability program or who is on an approved leave of absence as of the Closing, and who is entitled to reinstatement under applicable Federal or state law (a "BUSINESS EMPLOYEE ON LEAVE"), shall be subject to the following conditions (except to the extent that such conditions are not applicable to the reason for such person's absence): (i) that such individual is released by his or her physician to return to active employment; (ii) that such individual actually returns to active employment immediately upon such release; and (iii) such release is prior to such individual's becoming eligible for long-term disability benefits under a Company long-term disability program; provided, however, that the Purchaser shall have no obligation to offer any Affected Employee is subject to any preexisting condition limitation under any Company Employee Plan/Agreement, to waive any preexisting condition limitations for the Affected Employees. Buyer agrees that for the remainder of the calendar year in which the Closing occurs and for the succeeding year in the event the Closing takes place on December 31, the vacation and holiday plan offered to Affected Employees shall be equal to and in place of what Company would have provided the Affected Employees had they remained employees of Company. Effective upon the Closing, Buyer shall provide to Affected Employees the benefits described in Exhibit 6.1.(a) for a period of at least twelve (12) such individual employment after six months following the Closing DateClosing. Buyer shall not be under an obligation A Business Employee on Leave shall, subject to provide the Affected Employees with coverage under foregoing and as otherwise provided in respect of Lindx Xxxxxx xxx Kathxxxxx Xxxxxx, xxcome an employee stock ownership plan unless Buyer currently maintains such a plan.of Purchaser on the date he or she begins active employment with Purchaser. The participation of each Affected Employee in any Company employee