Common use of Buyer Benefit Plans Clause in Contracts

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. (a) To For a period of one (1) year after the maximum extent permitted by lawClosing, except for any equity incentive plans, the purposes of vesting Buyer shall cause the Company and eligibility service under any of the its Subsidiaries to maintain employee benefit and compensation plans, programs, policies and arrangements of the Buyer Group (collectively, the “Buyer Buyer’s Plans”) that cover which, in the aggregate, will provide compensation and benefits to the employees of the Company or any Subsidiary and its Subsidiaries substantially similar in all material respects, in the aggregate, to those provided pursuant to the plans, programs, policies and arrangements of the Company and its Subsidiaries in effect on the date of this Agreement (collectively, the “Company EmployeesPlans”) after ); provided, that nothing herein shall interfere with the ClosingCompany’s or any Subsidiary’s right or obligation to make such changes to such plans, programs, policies or arrangements as are necessary to conform with applicable Legal Requirements. To the maximum extent permitted by any Legal Requirements, for the purposes of any of the Buyer’s Plans for which eligibility or vesting of benefits depends on length of service, and for any benefit for which the amount or level of benefits depends on length of service, the Buyer Group shall give (or cause to be given) to each employee full credit for past service with the Company and/or the its Subsidiaries as of and through the Closing Date (“Prior Service”) 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, and without limiting the generality of the foregoing, each employee (a) shall be given credit for Prior Service for purposes of eligibility to the maximum extent permitted by law and the Buyer Plansparticipate, (i) the Buyer Group shall take commercially reasonable efforts to cause the Buyer Plans to waive satisfaction of 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 Planslimitations; and (iib) 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, period 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 Buyer’s Plans; and (c) shall be eligible to receive under the Buyer’s Plans such periods of vacation leave, sick leave, personal days, holidays and other similar periods of leave as were accrued and available to the employee under the Company Plans immediately prior to the Closing. (b) No provision in this Section 5.4, whether express or implied, The Buyer’s management shall recommend to Buyer’s compensation committee that (i) create any third-party beneficiary or other rights in any employee or former employee new hire grants of restricted stock units and performance units having an aggregate value (based on the fair market value of Buyer Common Stock on the date of grant) ActiveUS 136966801v.1 of approximately $10 million will be made by Buyer to the employees employed by the Company or any Subsidiary within thirty (including any beneficiary or dependent thereof)30) days of the Closing Date with the grants vesting over three (3) years commencing October 1, any other participant 2015 in any Benefit Plan or any other Person; accordance with the Buyer’s standard vesting policies for new hire awards, (ii) create any rights a cash bonus pool of $2.5 million will be paid by Buyer to continued employment with certain of the employees employed by the Company or any Subsidiary on the date that is twelve (12) months after the Closing Date if on such date such employee remains employed by the Buyer or any of its Subsidiaries subsidiaries, including the Company and its subsidiaries, or Affiliates; if such employee’s employment with Buyer or any of its subsidiaries, including the Company and its Subsidiaries, is terminated without Cause by the Buyer or any of its subsidiaries, including the Company and its subsidiaries, prior to such date and (iii) constitute or be deemed with respect to constitute an amendment to any Benefit Plan such grants and such cash bonus pool, so long as they are employed by the Buyer or any employee benefit planof its subsidiaries, programincluding the Company and its Subsidiaries, policyXxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx shall be consulted as to the allocation by person and amount of such grants and such cash bonus pool; provided, agreement or arrangement sponsored or maintained that if any cash bonus awards made pursuant to clause (ii) above are forfeited by the grantee within twelve (12) months of the grant date due to a termination of employment without Cause, Buyer, in consultation with Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxx, shall reallocate such forfeited cash bonus awards to employees employed by the Company or any Subsidiary who, at such time, are employed by the Buyer or any of their Affiliatesits subsidiaries, including the Company and its Subsidiaries. The amount of any reallocated cash bonus awards shall be based on the cash bonus awards so forfeited and shall provide for payment on the date that is twelve (12) months after the grant of such reallocated cash bonus awards if such employee remains employed by the Buyer or any of its subsidiaries, including the Company and its Subsidiaries, on such date.

Buyer Benefit Plans. (a) To Effective as of the maximum Closing Date, each Transferred Employee shall cease to participate in and accrue benefits under the Employee Benefit Plans, and each Transferred Employee shall commence participation in Buyer’s employee benefit plans (“Buyer Benefit Plans”). (b) Buyer shall be responsible, in accordance with the terms of the applicable Buyer Benefit Plans, for any and all benefits accrued or claims incurred by the Transferred Employees (and their eligible spouses, beneficiaries and dependents) on and after the Closing Date. (c) Buyer will, using commercially reasonable efforts, waive, or cause to be waived, any pre-existing medical condition or other restriction that would prevent immediate and full participation of any Transferred Employee in the Buyer Benefit Plans. In addition, where the benefits provided under a Buyer Benefit Plan are subject to a deductible in respect of the benefits provided to an individual during a certain period of time, Buyer shall, using commercially reasonable efforts, take into account the amount of any corresponding deductible that has already been paid by the applicable Transferred Employee during such period and prior to the Closing Date under the corresponding Employee Benefit Plan to the same extent permitted by lawas such amounts had been recognized under such plan, for the purposes purpose of vesting and eligibility service under any determining the amount of the employee benefit and compensation plans, programs, policies and arrangements of deductible to be paid by the Transferred Employee under the Buyer Group Benefit Plan after the Closing Date. (collectively, d) Pursuant to the “Standard Procedure” provided in section 4 of Revenue Procedure 2004-53, 2004-34 I.R.B. 320, (i) the parties shall report on a predecessor/successor basis as set forth therein, (ii) Sellers and their Subsidiaries will not be relieved from filing a W-2 with respect to any Business Employees including the Transferred Employees, and (iii) Buyer Plans”) that cover employees of the Company or any Subsidiary (the “Company Employees”) after the Closing, the Buyer Group shall give will undertake to file (or cause to be givenfiled) a Form W-2 for each Transferred Employee with respect 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 portion 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 year during which such Transferred Employee is employed 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 planAffiliates that includes the Closing Date, program, policy, agreement or arrangement sponsored or maintained excluding the portion of such year that such Transferred Employee was employed by the Buyer, the Company Sellers or any of their AffiliatesSubsidiaries. (e) To the extent permitted by Applicable Law and contract, the Sellers and their Subsidiaries shall provide Buyer with certain relevant information, as reasonably requested by Buyer, with respect to the Transferred Employees to assist in effecting their employment by Buyer or any of its Affiliates following the Closing Date in an orderly fashion.

Buyer Benefit Plans. As of the Closing Date, each Transferred Employee shall be eligible to participate in and, if such Transferred Employee elects (a) To the maximum extent permitted by lawif an election to participate is required), for the purposes of vesting and eligibility service under any of shall commence participation in the employee benefit and compensation plansplans (within the meaning of Section 3(3) of ERISA), programs, policies and human resources or other policies, contracts, fringe benefits, or arrangements (whether written or unwritten) of the Buyer Group or its Affiliates (collectively, the “Buyer Benefit Plans”) on substantially the same basis as such Transferred Employee’s participation in comparable plans, programs and arrangements maintained by the Seller or its Affiliates immediately prior to the Closing Date. Notwithstanding the foregoing, participation in any Buyer Benefit Plan by a Transferred Adviser Representative and 403(b) Transferred Adviser Representative may be subject to production requirements, regardless of whether the same or similar requirements would have been applied under a plan of the Seller or its Affiliates immediately prior to the Closing Date; provided, that cover participation in such plans by such Transferred Adviser Representatives or 403(b) Transferred Adviser Representative shall be on terms and conditions no less favorable than those applicable to newly-hired statutory employees of the Company Buyer and its Affiliates, and provided, further, that no such production requirements shall be applied for purposes of determining such Transferred Adviser Representative’s and 403(b) Transferred Adviser Representative’s eligibility for participation in, or any Subsidiary (the “Company Employees”) after the Closingsubsidization of premiums paid for coverage under, the health and welfare plans of Buyer Group and its Affiliates (excluding group universal life insurance coverage) for a period of eighteen (18) months following the Closing Date. The Buyer shall give (waive, or use their reasonable commercial efforts to cause to be givenwaived, any preexisting condition limitations, exclusions, actively at work requirements, waiting periods and evidence of insurability requirements under any Buyer Benefit Plan that is a welfare benefit plan in which Transferred Employees (and their eligible dependents) will be eligible to each employee full credit for past service with the Company and/or the Subsidiaries as of participate from and through after the Closing Date under the plansDate. The Buyer shall recognize and credit, 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 or shall take use their commercially reasonable efforts to cause to be recognized and credited, the Buyer dollar amount of all co-payments/coinsurance, deductibles and similar expenses incurred by each Transferred Employee (and his or her eligible dependents) under the 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, Date occurs for purposes of applying deductibles, co-payments satisfying such year’s deductible and out-of-out of pocket maximums as though such amounts had been paid maximum limitations under the relevant Buyer Benefit Plans in accordance with which they will be eligible to participate from and after the terms and conditions of the Buyer PlansClosing Date. (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.