Buyer Employee Plans. (a) From and after the Closing, the Buyer shall, or shall cause one of its Affiliates to, cause each employee benefit plan, program or arrangement maintained or contributed to by the Buyer or such Affiliate after the Closing Date and in which any Continuing Employee is eligible to participate to treat the prior service of such Continuing Employee with the Company and its Subsidiaries as service rendered to the Buyer or such Affiliate for all purposes of such employee benefit plan, program or arrangement of the Buyer or its Affiliates (other than for purposes of benefit accrual under a defined benefit plan or eligibility for retiree medical and insurance benefits of the Buyer or its Affiliates), except to the extent that recognition of such prior service would result in a duplication of benefits or such service was not credited under a comparable Employee Plan in effect immediately prior to the Closing.
(b) Subject to the terms of the applicable plans of the Buyer and its Affiliates, from and after the Closing, with respect to any Continuing Employee, the Buyer shall, or shall cause its applicable Affiliate to, use commercially reasonable efforts to (i) waive any limitation on health and welfare coverage of such Continuing Employee due to pre-existing conditions and/or waiting periods, active employment requirements, and requirements to show evidence of good health under the applicable health and welfare plan of the Buyer or such Affiliate to the extent such Continuing Employee is covered under a health and welfare benefit plan maintained by the Company and its Subsidiaries immediately prior to the Closing Date and (ii) credit each Continuing Employee with all deductible payments, co-payments and co-insurance paid by such Continuing Employee and covered dependents under the medical employee benefit plan of the Company and its Subsidiaries prior to the Closing Date during the plan year in which the Closing occurs for the purpose of determining the extent to which any such Continuing Employee and his or her dependents have satisfied their deductible and whether they have reached the out-of-pocket maximum under any medical plan maintained by the Buyer or such Affiliate for such plan year.
Buyer Employee Plans. Buyer or one of its Affiliates will recognize all service of the Transferred Employees to the extent such service is recognized by the Company or the Company Subsidiaries for all purposes of the employee benefit plans of Buyer or its Affiliates (other than benefit accrual under a defined benefit plan of Buyer or its Affiliates and other than for purposes of the vesting of any options granted by Buyer).
Buyer Employee Plans. Section 4.12(a) Buyer Material Adverse Effect................................................ Section 4.01
Buyer Employee Plans. Section 7.06.
Buyer Employee Plans. (a) Buyer or one of its Affiliates will recognize all service of the Transferred Employees to the extent such service is recognized by the Company or the Company Subsidiaries for all purposes of the employee benefit plans of Buyer or its Affiliates (other than benefit accrual under a defined benefit plan of Buyer or its Affiliates).
(b) Within 60 days after the Effective Time, Buyer shall cover, or cause the Surviving Corporation and its Subsidiaries to cover, Transferred Employees under one or more defined contribution plans and trusts intended to qualify under Section 401(a) and Section 501(a) of the Code (collectively, the “Buyer DC Plan”). To the extent relevant, the Surviving Corporation shall permit such Transferred Employees to make a “direct rollover” of their account balances under the Company’s 401(k) plan to the Buyer DC Plan in cash. The Surviving Corporation and Buyer shall reasonably cooperate in good faith to effect such transfers or distributions as soon as practicable after the Effective Time.
Buyer Employee Plans. Section 4.13(a) Buyer Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . . Section 4.01
Buyer Employee Plans. (i) Subject to Section 9.3(a), with respect to New Buyer Employees, (i) Buyer will allow such New Buyer Employees and their eligible dependents to participate in the employee benefit plans maintained by Buyer or its Affiliates on terms comparable to those provided by Buyer or its Affiliates to its similarly situated employees, (ii) each such New Buyer Employee will receive credit for purposes of eligibility to participate and vesting under such plans for years of service with Seller or any ERISA Affiliate prior to the Closing Date, provided that Seller provides the applicable service information at such time and in such format as the administrator of the applicable Buyer plan shall reasonably require, and (iii) Buyer will make commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group pension, health, life, accident or disability plans of Buyer in which such New Buyer Employees and their eligible dependents will participate to be waived and will provide credit for any co-payments and deductibles prior to the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply after the Closing Date, provided that Seller provides the applicable information at such time and in such format as the administrator of the applicable Buyer plan shall reasonably require.
(ii) Buyer shall cause a tax qualified defined contribution retirement plan established or maintained by Buyer (the “Buyer Plan”) to accept eligible rollover distributions (as defined in Section 402(c)(4) of the Code) from New Buyer Employees who participated in Seller’s 401(k) plan (the “401(k) Plan”) with respect to any account balances distributed to them in cash on or after the Closing Date by the 401(k) Plan, subject to any restrictions under applicable law. Direct rollovers of outstanding loans from Seller’s 401(k) Plan to the Buyer Plan shall be permitted, subject to receipt of evidence satisfactory to the plan administrator of the Buyer Plan that Seller’s 401(k) Plan is qualified under Section 401(a) of the Code and that the transferred amount meets the requirements for an eligible rollover distribution under Section 402(c) of the Code.
Buyer Employee Plans. Buyer will, or will cause one of its Affiliates to, credit all service of the Transferred Employees with the Company or any of its Subsidiaries, or any predecessor entity thereto, prior to the Effective Time for all purposes (including for purposes of participation, coverage, vesting and level of benefits) under all employee benefit plans of Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) which the Transferred Employees may be eligible to participate after the Effective Time. Buyer will, to the extent permitted by Applicable Law and any insurer or service provider under the applicable Buyer Benefit Plan, take all commercially reasonable actions to cause such Buyer Benefit Plans to provide credit for any co-payments or deductibles and maximum out-of-pocket payments made by Transferred Employees under the corresponding Company Plan during the plan year in which the Closing occurs, but only to the extent that the Company or the relevant Subsidiary provides documentation of such co-payments and deductibles reasonably requested by Buyer or any of its Affiliates within 20 days of such request, and waive all pre-existing condition exclusions and waiting periods, other than to the extent of limitations or waiting periods that had not been satisfied under the corresponding Company Plan. Buyer will recognize, or cause the Surviving Corporation and its Subsidiaries to recognize, vacation days previously accrued and reserved for by the Company or any of its Subsidiaries immediately prior to the Effective Time under the corresponding Company Plan. Nothing in this Section 6.03 will result in the duplication of benefits for any Transferred Employee.
Buyer Employee Plans. Buyer shall use commercially reasonable efforts to (1) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Buyer or its Affiliates to be waived with respect to such Company Employees and their eligible dependents, (2) give each such Company Employee credit for the plan year in which the Effective Time occurs towards applicable deductibles and annual out-of-pocket limits for medical expenses incurred prior to the Effective Time for which payment has been made, and (3) give such Company Employees service credit for their employment with Company or any of its Subsidiaries for eligibility and vesting purposes (but not for benefit accrual) under any such applicable Buyer Employee Plan, as if such service had been performed with Buyer. Nothing in this Section 5.5 is intended to prevent Buyer from (1) terminating any of its benefit plans in a manner that does not affect the vested or other pre-existing rights of any Company Employee or (2) terminating the employment of any Company Employee; provided, however, that Buyer shall, in its sole discretion (and in whatever combination it deems appropriate), for not less than one year following the Effective Time, with respect to the Company Employees (A) continue the benefit plans of the Company substantially as in effect immediately prior to the Effective Time; (B) replace such benefit plans with plans with coverage and benefit levels comparable to such benefit plans; or (C) enroll such Company Employees in the Buyer Employee Plans.
Buyer Employee Plans. Buyer will, or will cause one of its Affiliates to, credit all service of the Continuing Employees with any Acquired Company, or any predecessor entity thereto (but only to the extent that service with such predecessor is recognized under a Company Plan), prior to the Effective Time for all purposes (including for purposes of participation, coverage, vesting and level of benefits but not for purposes of benefit accrual under any defined benefit plan) under all employee benefit plans of Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which the Continuing Employees may be eligible to participate after the Effective Time. Buyer will use its reasonable best efforts to cause such Buyer Benefit Plans to provide credit for any co-payments or deductibles and maximum out-of-pocket payments made by Continuing Employees under the corresponding employee plan during the plan year in which the Closing occurs
