Common use of Buyer's Plans Clause in Contracts

Buyer's Plans. Immediately after the Closing Date, 25 Buyer shall extend coverage under its health plan to all Transferred Employees, and to all 26 other Covered Persons with respect to such Transferred Employees, who were covered 27 under a health plan of the Seller immediately prior to the Closing Date. In addition, 28 Buyer shall provide all Transferred Employees with coverage under plans and benefit 29 arrangements which are generally comparable to those which Buyer currently provides to 30 its similarly situated employees. All such coverages will be under the same terms and 31 conditions as generally apply to similarly situated employees of the Buyer. However, 32 Buyer shall waive any "preexisting condition" exclusion or "actively at work" 33 requirement which would cause any of the Covered Persons or any existing medical 34 condition of the Covered Persons to be excluded from its health plans. 35 Buyer shall recognize all prior service of the Transferred Employees that 36 Seller recognized under its Welfare Benefit Plans, Pension Plans and Benefit 37 Arrangements for the purposes of vesting and eligibility to participate under Buyer's 38 Welfare Benefit Plans, Pension Plans and Benefit Arrangements. Buyer agrees to 39 coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so 40 that (A) Transferred Employees receive credit toward any deductibles under Buyer's 41 Welfare Plans for deductibles paid under Seller's Welfare Plans during the coverage year 42 in which the employment transfer occurs and (B) Transferred Employees receive credit 43 for eligible claims incurred under the Seller's Welfare Benefit Plans during the coverage 1 year toward any "out-of-pocket" maximums under Buyer's Welfare Benefit Plans. As 2 soon as reasonably practicable after the Closing Date, Seller shall prepare and deliver to 3 Buyer the information needed for Buyer to comply with the preceding sentence, and shall 4 otherwise cooperate with Buyer in making such determinations. 5 Buyer shall not provide any incentive or inducement to any Covered 6 Person to choose to be covered by the health care continuation provisions of Seller's 7 Welfare Plan, including but not limited to payment of any Covered Person's premium for 8 such health care continuation coverage for any Covered Person who elects to receive 9 such coverage from Seller's Welfare Plan. Buyer shall recognize Transferred Employees' 10 vacation time, sick leave and paid time off earned but unused prior to the Closing Date 11 under Seller's relevant Welfare Plans and Benefit Arrangements. Buyer shall, until at 12 least the first anniversary of the Closing Date, continue to permit earned but unused 13 vacation time, sick leave credits and paid time off to be utilized in the same manner as 14 permitted immediately prior to the Closing Date.

Buyer's Plans. Immediately after the Closing Date, 25 Buyer shall extend implement (either by establishing new plans or expanding coverage under its health plan to all Transferred Employeesof Buyer's existing plans) (A) replacement Welfare Benefit Plans and Benefit Arrangements for the Covered Union Persons so that there is no interruption in their coverage and in connection therewith shall fully comply with the terms of any applicable collective bargaining agreement, and to all 26 other (B) replacement Welfare Benefit Plans providing medical benefits for the Covered Salaried Persons with so that there is no interruption in their medical coverage. With respect to such Transferred EmployeesCovered Union Persons, who were covered 27 the replacement Welfare Benefit Plan and Benefit Arrangements shall be equivalent in all material respects to Seller's Welfare Benefit Plans and Benefit Arrangements which they are replacing. With respect to Covered Salaried Persons, the replacement Welfare Benefit Plans providing medical coverage shall provide coverage which is either similar to that provided under a health plan of the Seller immediately prior Seller's plans or similar to the Closing Datethat provided for Buyer's salaried employees. In addition, 28 Buyer each Employee who is not a member of the union covered by the Collective Bargaining Agreement shall provide all Transferred Employees with be eligible for coverage under plans Buyer's other Welfare Benefit Plans, Pension Plans and benefit 29 arrangements which are generally comparable to those which Buyer currently provides to 30 its similarly situated employeesBenefit Arrangements in accordance with their terms. All such coverages will be under the same terms and 31 conditions as generally apply to similarly situated employees of the Buyer. However, 32 Buyer shall waive any "preexisting condition" exclusion or "actively at work" 33 requirement which would cause any of the Covered Persons or any existing medical 34 condition of the Covered Persons to be excluded from its health plans. 35 Buyer shall recognize all prior service of the Transferred Employees that 36 Seller recognized under its Welfare Benefit Plans, Pension Plans and Benefit 37 Arrangements for the all purposes of vesting and eligibility to participate under Buyer's 38 Welfare Benefit Plans, Pension Plans and Benefit ArrangementsArrangements other than benefit accrual. Buyer agrees to 39 (A) waive any waiting periods and preexisting condition limitations in Buyer's Welfare Benefit Plans, except to the extent coverage would have been denied or restricted on a similar basis under Seller's Welfare Benefit Plans and (B) coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so 40 that (AI) Transferred Employees receive credit toward any deductibles under Buyer's 41 Welfare Plans for deductibles paid under Seller's Welfare Plans during the coverage year 42 in which the employment transfer occurs and (BII) Transferred Employees receive credit 43 for eligible claims incurred under the Seller's Welfare Benefit Plans during the coverage 1 year toward any "out-of-pocket" maximums under Buyer's Welfare Benefit Plans. As 2 soon as reasonably practicable after the Closing Date, Seller shall prepare and deliver to 3 Buyer the information needed for Buyer to comply with the preceding sentence, and shall 4 otherwise cooperate with Buyer in making such determinations. 5 Buyer shall not provide any incentive or inducement to any Covered 6 Person to choose to be covered by the health care continuation provisions of Seller's 7 Welfare Benefit Plan, including but not limited to payment of any Covered Person's premium for 8 such health care continuation coverage for any Covered Person who elects to receive 9 such coverage from Seller's Welfare Benefit Plan. Buyer shall recognize Transferred Employees' 10 vacation time, sick leave and paid time off earned but unused prior to the Closing Date 11 under Seller's relevant Welfare Plans and Benefit Arrangements. Buyer shall, until at 12 least the first anniversary of the Closing Date, continue to permit earned but unused 13 vacation time, time and sick leave credits and (including paid time off off) to be utilized in the same manner as 14 permitted immediately prior to the Closing Date.

Buyer's Plans. Immediately after the Closing Date, 25 Buyer shall extend coverage under its health plan to all Transferred Employees, and to all 26 other Covered Persons with respect to such Transferred Employees, who were covered 27 under a health plan of the Seller immediately prior to the Closing Date. In addition, 28 Buyer shall provide all Transferred Employees with coverage under plans and benefit 29 arrangements which are generally comparable to those which Buyer currently provides to 30 its similarly situated employees. All such coverages will be under the same terms and 31 conditions as generally apply to similarly situated employees of the Buyer. However, 32 Buyer shall waive any "preexisting condition" exclusion or "actively at work" 33 requirement which would cause any of the Covered Persons or any existing medical 34 condition of the Covered Persons to be excluded from its health plans. 35 Buyer shall recognize all prior service of the Transferred Employees that 36 Seller recognized under its Welfare Benefit Plans, Pension Plans and Benefit 37 Arrangements for the purposes of vesting and eligibility to participate under BuyerXxxxx's 38 Welfare Benefit Plans, Pension Plans and Benefit Arrangements. Buyer Xxxxx agrees to 39 coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so 40 that (A) Transferred Employees receive credit toward any deductibles under BuyerXxxxx's 41 Welfare Plans for deductibles paid under Seller's Welfare Plans during the coverage year 42 in which the employment transfer occurs and (B) Transferred Employees receive credit 43 for eligible claims incurred under the Seller's Welfare Benefit Plans during the coverage 1 year toward any "out-of-pocket" maximums under BuyerXxxxx's Welfare Benefit Plans. As 2 soon as reasonably practicable after the Closing Date, Seller shall prepare and deliver to 3 Buyer the information needed for Buyer to comply with the preceding sentence, and shall 4 otherwise cooperate with Buyer in making such determinations. 5 Buyer shall not provide any incentive or inducement to any Covered 6 Person to choose to be covered by the health care continuation provisions of Seller's 7 Welfare Plan, including but not limited to payment of any Covered Person's premium for 8 such health care continuation coverage for any Covered Person who elects to receive 9 such coverage from Seller's Welfare Plan. Buyer shall recognize Transferred Employees' 10 vacation time, sick leave and paid time off earned but unused prior to the Closing Date 11 under Seller's relevant Welfare Plans and Benefit Arrangements. Buyer shall, until at 12 least the first anniversary of the Closing Date, continue to permit earned but unused 13 vacation time, sick leave credits and paid time off to be utilized in the same manner as 14 permitted immediately prior to the Closing Date.

Buyer's Plans. Immediately after Effective as of the Closing Date, 25 Buyer shall extend coverage under its health plan to all Transferred Employees, and to all 26 other Covered Persons with respect to such Transferred Employees, cause each individual who were covered 27 under a health plan is employed by any Company or any Subsidiary as of the Seller Closing (a "Continued Employee") to be provided with benefits on a basis substantially similar to the benefits generally provided to Buyer's employees consistent with Buyer's normal practice. Buyer shall cause each Continued Employee and his or her eligible dependents (including, without limitation, all such Continued Employee's dependents covered immediately prior to the Closing Date. In additionDate by a group health plan listed on Schedule 5(o)) to be covered under a group health plan that (i) provides medical and dental benefits to the Continued Employee and such eligible dependents effective immediately upon the Closing, 28 Buyer shall provide all Transferred Employees with (ii) credits such Continued Employee, for the year during which such coverage under plans and benefit 29 arrangements which are generally comparable to those which Buyer currently provides to 30 its similarly situated employees. All such coverages will be under the same terms and 31 conditions as generally apply to similarly situated employees of the Buyer. Howevergroup health plan begins, 32 Buyer shall waive any "preexisting condition" exclusion or "actively at work" 33 requirement which would cause any of the Covered Persons or any existing medical 34 condition of the Covered Persons to be excluded from its health plans. 35 Buyer shall recognize all prior service of the Transferred Employees that 36 Seller recognized under its Welfare Benefit Plans, Pension Plans and Benefit 37 Arrangements for the purposes of vesting and eligibility to participate under Buyer's 38 Welfare Benefit Plans, Pension Plans and Benefit Arrangements. Buyer agrees to 39 coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so 40 that (A) Transferred Employees receive credit toward with any deductibles under Buyer's 41 Welfare Plans for deductibles paid and copayments already incurred during such year under Seller's Welfare Plans during the coverage year 42 in which the employment transfer occurs group health plan, and (Biii) Transferred Employees receive credit 43 for eligible claims incurred provided the Continued Employee was covered under the Seller's Welfare Benefit Plans during the coverage 1 year toward any "out-of-pocket" maximums under Buyer's Welfare Benefit Plans. As 2 soon as reasonably practicable after group health plan on the Closing Date, Seller shall prepare and deliver waives any preexisting condition restrictions to 3 Buyer the information needed for Buyer extent necessary to comply with the preceding sentence, and shall 4 otherwise cooperate with Buyer in making such determinations. 5 Buyer shall not provide any incentive or inducement to any Covered 6 Person to choose to be covered by the health care continuation provisions of Seller's 7 Welfare Plan, including but not limited to payment of any Covered Person's premium for 8 such health care continuation coverage for any Covered Person who elects to receive 9 such coverage from Seller's Welfare Planimmediate coverage. Buyer shall cause the employee benefit plans and programs maintained as of the Closing by Buyer, the Companies and the Subsidiaries to recognize Transferred Employees' 10 vacation time, sick leave each Continued Employee's years of service and paid time off earned but unused level of seniority prior to the Closing Date 11 with Seller, the Companies and their respective subsidiaries for purposes of terms of employment and eligibility, vesting and benefit determination under Seller's relevant Welfare Plans such plans and Benefit Arrangementsprograms (other than benefit accruals under any defined benefit pension plan). Buyer shallIf any employee benefit plan or program covering Continued Employees is established by Buyer, until at 12 least the first anniversary of a Company or a Subsidiary after the Closing DateDate and such plan or program recognizes service with Buyer for eligibility, continue to permit earned but unused 13 vacation timevesting, sick leave credits benefit eligibility or benefit accrual purposes, then such plan or program shall likewise recognize service with Seller, the Companies and paid time off to be utilized in the same manner as 14 permitted immediately prior to the Closing DateSubsidiaries for each similarly situated Continued Employee.