Common use of Buyer Benefit Plans Clause in Contracts

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 requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements).

Buyer Benefit Plans. For a period of at least one year following the Closing Date, Buyer will shall, or shall cause all plans and programs an Affiliate of Buyer and its Affiliates to, provide Continuing Employees and, as applicable, their dependents with employee benefits (other than defined benefit pension benefits, retiree health, retiree life or other retiree welfare benefits, nonqualified deferred compensation benefits or equity or equity-based benefits) that are substantially comparable in the aggregate to recognize all service of the Transferred employee benefits (other than defined benefit pension benefits, retiree health, retiree life or other retiree welfare benefits, nonqualified deferred compensation benefits or equity or equity-based benefits) provided to Continuing Employees with the Sellers or any of their Affiliates immediately prior to the Closing Date for purposes under the “employee benefit plans” (as defined in Section 3(3) of vesting ERISA) and eligibility and for purposes of determining the amount of benefits under Buyer’s applicable sick leaveother material employee benefit arrangements maintained by Seller Parent or its Affiliates, vacation, severance or other welfare plan. Buyer will assume, and be solely responsible for, all sick leave, vacation or other including paid time off accrued benefits, severance benefits (including with respect to the terms and conditions under which severance benefits are payable) and material fringe benefits and perquisites, but excluding retiree medical benefits (other than the Canadian Supplemental Benefits) and defined benefit pension benefits; provided, that, for a period of at least one year following the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer to, provide the Continuing Employees who are employed in India on terms and conditions of employment that are no less favorable than those that were enjoyed by such Continuing Employees immediately prior to the Effective TimeClosing Date. For the avoidance of doubt, the determination of whether such benefits are substantially comparable shall take into account, among other things, the aggregate premium costs to the Continuing Employees of receiving such benefits; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off increase in the premium cost to the extent Sellers are required by Law Continuing Employees that results from an ordinary course change associated with (i) annual increases in the cost of coverage, or (ii) increases in the cost of coverage to pay any Transferred Employee reflect the appropriate accrued amounts relative smaller population of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect employees 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 as compared to each Transferred Employee who participates Seller Parent and its Affiliates, in an equivalent type of plan of Sellers or their Affiliates immediately prior either case, where such increase to Continuing Employees’ costs is consistent with, and proportional to (including with respect to the Effective Time, and, so long as portion of any such Transferred Employees remain employed increase that is borne by Buyer or its Affiliates and the Continuing Employees, respectively) such increases, shall continue such enrollment not be considered for no less than 12 months following purposes of determining whether Buyer or its Affiliates have satisfied their obligations with respect to the Effective Time foregoing comparability requirement of this Section 8.3(e). For the avoidance of doubt, nothing in this Section 8.3 shall require Buyer or any Affiliate of Buyer to establish or maintain any retiree welfare benefits of any type or a defined benefit pension plan for the Continuing Employees or otherwise. During the Transition Services Period (so long or the Canada Business Employee Services Period, as applicable), any change in the applicable employee remains eligible under benefits provided to Continuing Employees from Seller Parent or its Affiliates pursuant to the terms of the programTransition Services Agreement (or the Canada Business Employee Services Agreement, except that solely as applicable) shall not be considered 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 determining whether Buyer or its Affiliates that is a healthcare plan, have satisfied their obligations with respect to the extent such limitation foregoing comparability requirement of this Section 8.3(e). Buyer agrees that it will, or exclusion was waived will cause its Affiliates to, honor the terms of each retention agreement or such waiting period was satisfied as plan set forth on Section 5.19(c) 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 requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Seller Disclosure Letter.

Buyer Benefit Plans. (a) Effective as of the Closing, the Company shall continue the employment of all Business Employees. The Buyer will cause all plans covenants that for the period commencing on the Closing Date and programs ending on the date that is twelve (12) months following the Closing Date (or, if earlier, the date of Buyer termination of the applicable Business Employee), each Business Employee shall receive (i) an annual base rate of salary or wages and annual cash incentive opportunities with a target amount that in each case are at least equal to those in effect on the date of this Agreement, and (ii) employee benefits that are substantially comparable in the aggregate to those employee benefits provided by the Seller or its Affiliates to recognize all service such Business Employees on the date of the Transferred Employees this Agreement, in each case except for a Business Employee who is a party to an employment agreement with the Sellers or Company that is disclosed on the Schedules and in effect on the date hereof. With respect to any of their Affiliates prior to such employment agreements, following the Closing Date for purposes of vesting Date, the Buyer shall, or shall cause an Affiliate to, honor and eligibility discharge the obligations contained therein in accordance with their respective terms and for purposes of determining the amount of benefits under Buyer’s applicable sick leaveconditions. (b) The Buyer shall, 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, give each Business Employee full credit for service with the Company or an applicable Affiliate prior to offer enrollment inthe Closing, effective as of including service with the Effective TimeCompany, any Affiliate thereof, and any predecessor employers, for all health purposes under each employee benefit plan, program, policy and welfare and 401(k) plans arrangement 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 any Affiliate of the programBuyer, except that solely including for purposes of Buyer’s health care plans vacation and severance to the extent permitted by such eligibility will plans, programs, policies and arrangements, provided that, such service shall not be determined without regard recognized to minimum number the extent such recognition would result in a duplication of hour requirements during benefits or compensation, or was not credited under the first 90 days following analogous Benefit Plan. (c) In the plan year in which the Closing Date). occurs, the Buyer shall (i) cause to be waived waive all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Business Employees and their dependents under any plan of Buyer or its Affiliates that is a healthcare planthe Buyer’s medical benefit plans. (d) The Seller shall use commercially reasonable efforts to cause that, to the extent such limitation or exclusion was waived or such waiting period was satisfied effective as of the Effective Time under any healthcare Closing Date, the Business Employees shall be entitled to distribution from the 401(k) plan sponsored, maintained for such employees immediately prior or contributed to by the Seller (the “Seller 401(k) Plan”), and the Buyer shall use its commercially reasonable efforts to cause the 401(k) plan sponsored, maintained or contributed to by the Company (the “Buyer 401(k) Plan”) to accept a “direct rollover” (as described in Section 401(a)(31) of the Code) to the Effective Time Buyer 401(k) Plan. (excluding rollovers of outstanding loans). (e) From and (ii) cause applicable healthcare plans after the Closing, the Company shall cease to be a participating employer in each Benefit Plan maintained by the Seller or any of Buyer or its Affiliates to provide and the Seller shall be responsible, and shall reimburse, indemnify and hold harmless Buyer, the Company and each Transferred Employee with credit of their respective Affiliates, for any co-payments, deductibles and all Losses relating to the Christmas Tree Shops Employee Retirement Plan. (f) This Section 5.10 is solely for the benefit of the parties hereto and is not intended to confer upon any other out-of-pocket expenses paid during Persons any rights or remedies (including third party beneficiary rights) hereunder. Nothing in this Agreement, express or implied, shall (i) limit the plan year ability of the Buyer, Seller, or other appropriate period commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(s) of Buyer or its their respective Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates from terminating the employment of any Transferred Employee without causeemployee (including any Business Employee) or service of any Person at any time and for any or no reason; (ii) be construed to establish, Buyer shall provide amend or modify any Benefit Plan or other benefit or compensation plan, program, agreement, policy, contract or arrangement; or (iii) limit the Transferred Employee severance benefits in an amount no less than ability of the severance benefits the Transferred Employee would have been entitled Buyer, Seller, or any of their respective Affiliates to under Albertson’s applicable severance plans (but excluding amend, modify or terminate any individual employment Benefit Plan or change in control agreements)other benefit or compensation plan, program, agreement, policy, contract or arrangement at any time assumed, established, sponsored or maintained by any of them.

Buyer Benefit Plans. Buyer will cause all plans With respect to any plans, programs and programs arrangements of Buyer and its Affiliates in which any Hired IT&E Employee is eligible to recognize all service of the Transferred Employees with the Sellers participate on or any of their Affiliates prior to after the Closing Date for purposes of vesting and eligibility and for purposes of determining the amount of benefits under Buyer’s applicable sick leave(“Buyer Employee Plans”), 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 shall: (i) cause to be waived waive all limitations as to preexisting condition limitationspre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees any such employees and their eligible dependents under any plan of Buyer or its Affiliates that is a healthcare planbenefit plans in which such employees and their eligible dependents may be eligible to participate after the Closing Date, except to the extent such limitation pre-existing conditions, exclusions or exclusion was waived or such waiting period was satisfied as of periods would apply under the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time and analogous Seller benefit plan; (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Hired IT&E Employee and their eligible dependents with credit for any co-payments, payments and deductibles and any other out-of-pocket expenses paid during the plan year or other appropriate period commencing immediately prior to the Effective Time Closing Date (to the same extent that such credit was given under the analogous Seller benefit plan prior to the Closing Date) in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(sBuyer Employee Plans in which such employees may be eligible to participate after the Closing Date; and (iii) recognize all service of the Hired IT&E Employees with Seller and its respective affiliates, for all purposes (including, purposes of eligibility to participate, vesting credit, entitlement to benefits, and, except with respect to defined benefit pension plans, benefit accrual) in any Buyer Employee Plans in which such employees may be eligible to participate after the Closing Date, to the extent that such service was credited under the analogous Seller benefit plan prior to the Closing Date; provided that the foregoing shall not apply to the extent it would result in duplication of benefits. In addition, the parties shall cooperate with each other and take those actions reasonably necessary in order to transfer each Hired IT&E Employee’s 401(k) account to an analogous plan sponsored by the Buyer. On or its Affiliates for such plan year (so long before the Closing Date, Seller will pay all employer 401(k) matching contributions that are due as Buyer is provided the applicable information). If within 12 months following of the Closing Date and Buyer terminates assumes no obligation with respect to any such employer contributions that were due prior to the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Closing Date.

Buyer Benefit Plans. Following the Closing Date, Buyer will cause may choose to maintain any or all plans and programs of the Seller Benefit Plans in its sole discretion. However, for any Seller Benefit Plan terminated for which there is a comparable benefit plan of general applicability at Buyer or Buyer Bank (each, a “Buyer Benefit Plan”), Buyer shall take all reasonable action so that employees of Seller shall be entitled to participate in such Buyer Benefit Plan to the same extent as similarly-situated employees of Buyer and its Affiliates to recognize all service (it being understood that inclusion of the Transferred Employees employees of Seller in the Buyer Benefit Plans may occur at different times with the Sellers respect to different plans). If Buyer terminates a Seller Benefit Plan, it shall make arrangements for any former employee of Seller who is exercising his or any her COBRA rights, to participate in a comparable plan offered by Buyer to its employees. Buyer shall cause each Buyer Benefit Plan in which employees of their Affiliates prior Seller are eligible to the Closing Date participate to take into account for purposes of vesting and eligibility and vesting under the Buyer Benefit Plans (but not for purposes of determining benefit accrual) the amount service 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 such employees with Seller to the Effective Timesame extent as such service was credited for such purpose by Seller; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Nothing herein shall limit the ability of Buyer to amend or terminate any of the Seller Benefit Plans or Buyer Benefit Plans in accordance with their terms at any time; provided, however, that Buyer will not assume any accrued sick leave, vacation shall continue to maintain the Seller Benefit Plans (other than stock-based or other paid time off incentive plans) for which there is a comparable Buyer Benefit Plan until the Seller Employees are permitted 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 participate 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 Benefit Plans, unless such Buyer Benefit Plan has been frozen 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 terminated with respect to participation and coverage requirements applicable to the Transferred Employees under any plan similarly situated employees 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 requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Bank.

Buyer Benefit Plans. Buyer will cause As of the Closing Date, each Transferred Employee shall become a participant in all employee benefit plans and programs of Buyer (or comparable employee benefit plans of its affiliate) on the same terms and conditions as similarly situated employees of Buyer, to the extent such Transferred Employee satisfies the applicable eligibility requirements under such plans. Transferred Employees shall participate under Buyer's "welfare plans" (within the meaning of Section 3(1) of ERISA) as of the Closing Date without any waiting periods, evidence of insurability, or the application of any preexisting physical or mental condition restrictions (except, in each case, to the extent applicable and unsatisfied under Seller's welfare plans, and except to the extent otherwise required for coverage by Buyer's long-term disability insurance carrier); and, to the extent relevant, Buyer shall provide credit for claims incurred during 2000 and prior to the Closing Date for purposes of applying deductibles, co- payments, out-of-pocket maximums, and benefit maximums. Buyer or one of its Affiliates to affiliates will recognize all service of the Transferred Employees with the Sellers Seller or any of their Affiliates prior its affiliates, only for purposes of: (i) eligibility to participate and vesting, under those employee benefit plans (within the meaning of Section 3(3) of ERISA) in which the Transferred Employees are eligible to participate, and are in fact participating, on and after the Closing Date for purposes Date; and (ii) level of vesting and eligibility and for purposes of determining benefits, under any vacation or sick leave plan in which the amount of benefits under Buyer’s applicable sick leave, vacation, severance or other welfare plan. Buyer will assumeTransferred Employees are eligible to participate, and be solely responsible forare in fact participating, all sick leave, vacation or other paid time off accrued by Employees prior on and after the Closing Date. With respect 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 Employee Plan which is a "flexible spending arrangement," within the meaning of plan of Sellers Proposed Treasury Regulation Section 1.125-2 (a "SELLER FSA"), Buyer or their Affiliates immediately prior to the Effective Time, and, so long as its affiliate shall permit such Transferred Employees remain employed Employee to continue to participate after the Closing Date in a flexible spending account maintained by Buyer Buyer, and shall continue credit such enrollment for no less than 12 months following the Effective Time (so long Transferred Employee with an account balance equivalent to that which applied, 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 Employee under the applicable Seller FSA. As soon as practicable after the Closing Date, either Seller shall pay to Buyer the amount described in "X" below, or Buyer shall pay to Seller the amount described in "Y" below, whichever is applicable, in either case by wire transfer in a cash lump sum. For this purpose, "X" shall mean the amount, if any, by which the aggregate amount deferred through such date by 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 Seller FSAs during the plan year or other appropriate period commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following which the Closing Date Buyer terminates occurs exceeds aggregate claims paid for such year on behalf of such Transferred Employees under the employment Seller FSAs; and "Y" shall mean the amount, if any, by which aggregate claims paid for such year on behalf of any Transferred Employee without cause, Buyer shall provide Employees under the Seller FSAs exceeds the aggregate amount deferred through the Closing Date by Transferred Employee severance benefits in an amount no less than Employees under the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Seller FSAs during such year.

Buyer Benefit Plans. Buyer will cause all (a) Buyer’s health and welfare plans shall be responsible for health 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 accident claims incurred after the Closing Date relating to Relevant Employees. With respect to each Relevant Employee: (i) Buyer shall waive pre-existing condition requirements, evidence of insurability provisions, waiting period requirements or any similar provisions under any employee benefit plan or compensation arrangements maintained or sponsored by or contributed to by Buyer 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 such Relevant Employee to the extent Sellers are required by Law to pay any Transferred Employee the appropriate accrued amounts of sick leavesuch exclusion, vacation restriction, limitation, or other paid time offrequirement has been waived, but will instead reimburse and hold harmless Sellers and their Affiliates in respect of any such payments. Buyer shall satisfied 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 does not apply 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 Employee Plan prior to the Effective Time and Closing. (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Employee with credit for shall apply toward any co-payments, deductibles deductible requirements and any other out-of-pocket expenses maximum limits under its employee welfare benefit plans any amounts paid (or accrued) by each Relevant Employee under Seller’s welfare benefit plans during the current plan year year. (b) Buyer shall recognize for purposes of participation, eligibility and vesting (but not for purposes of benefit accrual and compensation arrangements) under its employee benefit plans, the service of any Relevant Employee with Seller or other appropriate period commencing immediately any of its affiliates prior to the Effective Time Closing Date. (c) Seller shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code, to provide continuation coverage to or with respect to any member of the Dedicated Staff (or beneficiary thereof) who is not a Relevant Employee in accordance with law with respect to any “qualifying event” occurring on, prior to, or after the Closing Date. Buyer shall be responsible for satisfying obligations under Section 601 et seq. of ERISA and Section 4980B of the Code, to provide continuation coverage to or with respect to any applicable deductible Relevant Employee in accordance with law with respect to any “qualifying event” which occurs on or out-of-pocket requirements under any healthcare plan(safter the Closing Date. (d) Buyer shall be responsible for all workers’ compensation benefits payable to Relevant Employees with respect to injuries to Relevant Employees occurring after the Closing Date. (e) Seller shall be responsible for all vacation earned by Relevant Employees but not taken as of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates in excess of the employment lesser of any Transferred Employee without cause(i) seven days or (ii) the number of annual carryover days permitted under Seller’s policy applicable to its employees generally at the Closing Date, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)each case per Relevant Employee.