Buyer Benefit Plans. Buyer will cause all plans and programs of Buyer and its Affiliates to recognize all service of the Transferred Employees with the Sellers or any of their Affiliates prior to the Closing Date for purposes of vesting and eligibility and for purposes of determining the amount of benefits under Buyer’s applicable sick leave, vacation, severance or other welfare plan. Buyer will assume, and be solely responsible for, all sick leave, vacation or other paid time off accrued by Employees prior to the Effective Time; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off to the extent Sellers are required by Law to pay any Transferred Employee the appropriate accrued amounts of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect of any such payments. Buyer shall or shall cause its Affiliates to offer enrollment in, effective as of the Effective Time, all health and welfare and 401(k) plans of the Buyer and its Affiliates to each Transferred Employee who participates in an equivalent type of plan of Sellers or their Affiliates immediately prior to the Effective Time, and, so long as such Transferred Employees remain employed by Buyer shall continue such enrollment for no less than 12 months following the Effective Time (so long as the applicable employee remains eligible under the terms of the program, except that solely for purposes of Buyer’s health care plans such eligibility will be determined without regard to minimum number of hour requirements during the first 90 days following the Closing Date). Buyer shall (i) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees under any plan of Buyer or its Affiliates that is a healthcare plan, to the extent such limitation or exclusion was waived or such waiting period was satisfied as of the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time and (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Employee with credit for any co-payments, deductibles and any other out-of-pocket expenses paid during the plan year or other appropriate period commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requ...
Buyer Benefit Plans. Buyer or one of its Affiliates will recognize all service of the Transferred Employees with Sellers or any of their Affiliates, only for purposes of eligibility to participate in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by Buyer or one of its Affiliates immediately after the Closing Date.
Buyer Benefit Plans. (a) To the maximum extent permitted by law, for the purposes of vesting and eligibility service under any of the employee benefit and compensation plans, programs, policies and arrangements of the Buyer Group (collectively, the “Buyer Plans”) that cover employees of the Company or any Subsidiary (the “Company Employees”) after the Closing, the Buyer Group shall give (or cause to be given) to each employee full credit for past service with the Company and/or the Subsidiaries as of and through the Closing Date under the plans, programs, policies and arrangements of the Company and the Subsidiaries in effect on the date of this Agreement (collectively, the “Company Plans”). In addition, to the maximum extent permitted by law and the Buyer Plans, (i) the Buyer Group shall take commercially reasonable efforts to cause the Buyer Plans to waive any applicable waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations under any of the Buyer Plans that cover the Company Employees during the plan year in which the Closing occurs, but only to the extent waived under the Company Plans; and (ii) if Company Employees are covered by the Buyer Plans during the plan year in which the Closing occurs, each Company Employee shall be given credit for amounts paid under a corresponding Company Plan during the same plan year, to the extent the plan years are the same, for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the Buyer Plans.
(b) No provision in this Section 5.4, whether express or implied, shall (i) create any third-party beneficiary or other rights in any employee or former employee of the Company or any Subsidiary (including any beneficiary or dependent thereof), any other participant in any Benefit Plan or any other Person; (ii) create any rights to continued employment with the Company or any of its Subsidiaries or Affiliates; or (iii) constitute or be deemed to constitute an amendment to any Benefit Plan or any employee benefit plan, program, policy, agreement or arrangement sponsored or maintained by the Buyer, the Company or any of their Affiliates.
Buyer Benefit Plans. 19 SECTION 9.4 No Third Party Beneficiaries.........................................19
Buyer Benefit Plans. Except as set forth on Schedule 5.11, as of the Effective Date, the Benefit Plans which Buyer Affiliates and other Persons engaged by Buyer to operate any Project (“Buyer Service Companies”) sponsor, maintain or provide for employees of Buyer Affiliates and Buyer Service Companies with positions and responsibilities similar to the Transferrable Plant Employees are, taken as a whole, comparable in all material respects to the Benefit Plans which Seller has advised Buyer are provided by Seller and its Affiliates to the Transferrable Plant Employees.
Buyer Benefit Plans. To the extent permitted under Buyer’s welfare benefit plans, Buyer shall (i) waive pre-existing condition requirements (except with respect to any pre-existing condition for which coverage was denied under any welfare benefit plan of Sellers), evidence of insurability provisions, waiting period requirements or any similar provisions under any welfare benefit plans maintained by Buyer for Transferred Employees after the Closing Date, and (ii) apply toward any deductible requirements and out-of-pocket maximum limits under its employee welfare benefit plans any amounts paid (or accrued) by each Transferred Employee under Sellers’ welfare benefit plans during the applicable plan year in which the Closing Date occurs. Buyer shall recognize for purposes of eligibility and vesting under its policies and employee benefit plans the service of any Transferred Employee with Sellers or any of their Affiliates prior to the Closing Date.
Buyer Benefit Plans. Buyer shall use commercially reasonable efforts to ensure that all Transferred Employees are given credit for all years of service with Seller, an Acquired Company or a Selling Subsidiary (or service credited by Seller, an Acquired Company or Selling Subsidiary) prior to the Closing Date for purposes of determining eligibility to participate in and vesting (but not for purposes of benefit accruals) under the employee benefit plans of Buyer in which the Transferred Employees become eligible to participate after the Closing Date (the “Buyer Benefit Plans”); provided, however, that such service shall be recognized only to the extent that it was recognized under the corresponding Benefit Plan and does not result in duplication of benefits. To the extent permitted under the terms of the Buyer Benefit Plans and to the extent that any Transferred Employee is otherwise eligible to participate in the applicable Buyer Benefit Plan, Buyer shall use commercially reasonably efforts to (i) waive or cause to be waived all limitations as to preexisting conditions, exclusions, and waiting periods applicable to Transferred Employees, other than any such requirements that would not have been satisfied under the corresponding Benefit Plan immediately prior to the Closing Date and (ii) provide each Transferred Employee with credit for any eligible expenses paid by such Transferred Employee on or prior to the Closing Date during the plan year in which the Closing Date occurs under the corresponding Benefit Plan for purposes of satisfying any deductibles, copayments and maximum out of pocket requirements under any Buyer Benefit Plan.
Buyer Benefit Plans. Each Transferred Employee shall receive full credit for purposes of eligibility to participate, in the employee benefit plans and arrangements maintained by Buyer in which such Transferred Employee participates for such Transferred Employee’s service with Seller. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Closing Date, Buyer shall (i) cause there to be waived any eligibility requirements, evidence of insurability and pre-existing condition limitations, and (ii) give effect, in determining any co-pay, deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees on or after January 1, 2015 with respect to benefit plans heretofore maintained by Seller.
Buyer Benefit Plans. As of the Closing Date, Buyer will make the benefit plans set forth on Schedule 5.16 available to the employees of the Acquired Companies. Buyer will keep such plans in place in accordance with their present terms at least until December 31, 2008. In addition, Buyer will institute for the employees of the Acquired Companies, upon Closing, a special bonus program whereby each employee of an Acquired Company will be paid a cash bonus at the end of each calendar quarter that is equal to 10% of the wages or salary paid to such employee during such calendar quarter. This bonus program will remain in effect for one year such that the maximum payable to any employee under such program will be 10% of such employee’s annual wages or salary. In order to receive a bonus for a calendar quarter, an employee of an Acquired Company must be employed by an Acquired Company on the date that the bonus is paid. Buyer represents that its vacation plan is the only benefit plan it currently has in place where disregarding an employee’s service time with an Acquired Company would affect the benefits the employee would receive under Buyer’s benefit plans. For purposes of Buyer’s vacation plan and any future plan of Buyer in which Buyer is permitted to grant prior service credit and in which prior service credit affects the benefits available under such plan, Buyer will give each employee of the Acquired Companies prior service credit for such employee’s period of employment with the Acquired Companies prior to the Closing Date. Subject to Buyer’s commitment set forth in this Section 5.16, Buyer expressly reserves the right to amend, modify and/or terminate any of its benefit plans after the Closing Date, although it has no current plan to do so.
Buyer Benefit Plans. Effective as of the Closing, each Transferred Employee shall cease to participate in any Business Benefit Plan (other than as a former employee of Seller or any of its ERISA Affiliates to the extent, if any, permitted by the terms of such Business Benefit Plan). During the period commencing on the Closing Date and ending on the date that is 12 months after the Closing Date, Buyer shall, or shall cause its ERISA Affiliates to, provide each Transferred Employee with employee benefits substantially similar to the benefits provided to similarly situated employees of Buyer and its ERISA Affiliates under the employee benefit plans, programs and arrangements sponsored or made available by Buyer and/or its ERISA Affiliates (collectively, “Buyer Benefit Plans”); provided that with respect to any Transferred Employees who are the subject of any Labor Agreements (but only to the extent any such Labor Agreements are entered into after the date hereof in accordance with Section 5.1(b)), the benefits for such Transferred Employees shall be subject to the terms of such Labor Agreements.
