Common use of Comparability of Employee Benefits Clause in Contracts

Comparability of Employee Benefits. (a) For the one (1) year period following the date of the Closing, Buyer shall provide, or shall cause the relevant Subsidiary of Buyer to provide, all individuals who are employees of the Company or any of its Subsidiaries immediately prior to the Closing, and whose employment by Buyer or a Subsidiary of Buyer continues following the Closing (the “Assumed Employees”) with compensation and employee benefits (excluding equity or other incentive compensation) that are substantially comparable to those received by the Assumed Employees prior to the Closing. Following the Closing, each Assumed Employee shall receive service credit under the employee benefit plans of Buyer and its Subsidiaries, for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for their service with the Company and its Subsidiaries prior to the Closing. Each Assumed Employee shall also receive service credit for purposes of calculating the levels of benefits with respect to severance, vacation, personal days off and any other welfare-type benefits where service is a factor in calculating benefits. Buyer and the Company will also cause all (i) pre-existing conditions and proof of insurability provisions for all conditions that all Assumed Employees and their covered dependents have as of the Closing and (ii) waiting periods under each benefit plan that would otherwise be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Plans. In addition, Buyer and the Company will honor or cause to be honored any deductible, co-payment and out-of-pocket maximums incurred by Assumed Employees and their covered dependents under the Plans during the portion of the applicable plan year prior to the date of the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Buyer or the Company in which they are eligible to participate after the Closing for such plan year. Notwithstanding anything in this Section 7.07 to the contrary, none of the provisions contained in this Section 7.07 shall operate to duplicate any benefit provided to any Assumed Employee.

Comparability of Employee Benefits. (a) For the one (1) year a period of 12 months following the date of the ClosingClosing Date, Buyer shall provide, provide or shall cause Intermediate LLC, the relevant Subsidiary of Buyer Company and the Subsidiaries to provide, all individuals who are employees of the Company or any of its and the Subsidiaries immediately prior to the Closing, and whose employment by Buyer or a Subsidiary of Buyer continues following at the Closing Date (the “Assumed Employees”) ), while they remain employees of the Company, any Subsidiary or Buyer, with base compensation that is not less than that in effect immediately prior to the Closing Date and employee benefits (excluding equity or other incentive compensation) that are substantially comparable at least as favorable in the aggregate to those received by in effect immediately prior to the Closing Date (other than any equity compensation arrangements and special bonus arrangements, including transaction bonus arrangements) (it being understood and agreed that Buyer may move Assumed Employees to the employee benefit plans of Buyer or any of its Affiliates if doing so otherwise complies with Buyer’s obligations under this sentence). Buyer shall or shall cause Intermediate LLC, the Company and the Subsidiaries to recognize all accrued but unused vacation and sick pay of the Assumed Employees prior to as of the ClosingClosing Date. Following the ClosingClosing Date, each Assumed Employee shall receive full service credit under for all service with the employee benefit plans of Buyer Company and its Subsidiaries, Subsidiaries for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for their service employment, PTO (paid time off) and employee benefit plan purposes, if applicable. Buyer shall provide Assumed Employees with the Company full credit under Buyer’s health and its Subsidiaries welfare plans applicable to each Assumed Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Closing in the same plan year as the Closing. Each Assumed Employee Buyer shall also receive service credit for purposes of calculating the levels of benefits with respect waive all limitations as to severance, vacation, personal days off and any other welfare-type benefits where service is a factor in calculating benefits. Buyer and the Company will also cause all (i) pre-existing conditions and proof exclusions (or actively at work or similar limitations), evidence of insurability provisions for all conditions that all requirements and waiting periods with respect to participation and coverage requirements applicable to the Assumed Employees and their covered eligible dependents have as of the Closing under any health and (ii) waiting periods under each benefit welfare plan that would otherwise such employees may be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Plans. In addition, Buyer and the Company will honor or cause to be honored any deductible, co-payment and out-of-pocket maximums incurred by Assumed Employees and their covered dependents under the Plans during the portion of the applicable plan year prior to the date of the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Buyer or the Company in which they are eligible to participate in after the Closing for such plan yearDate. Notwithstanding anything in this Section 7.07 any of the foregoing to the contrary, none of the provisions contained in this Section 7.07 herein shall operate to duplicate any benefit provided to any Assumed Employee. This Section 7.3 is for the benefit of Buyer and Seller to this Agreement only and shall not be construed to grant any rights, as a third party beneficiary or otherwise, to any Person who is not a party to this Agreement or to any Assumed Employee, nor shall any provision of this Agreement be deemed to be the adoption of, or an amendment to, any employee benefit plan, as that term is defined in Section 3(3) of ERISA, or otherwise to limit the right of Intermediate LLC, the Company, the Subsidiaries or Buyer to amend, modify or terminate any such employee benefit plan. Notwithstanding any of the foregoing, nothing in this Section 7.3 shall require Buyer, Intermediate LLC, the Company or any Subsidiary to continue the employment of any Assumed Employee for any period of time after the Closing. This Section 7.3 does not override the required implementation and application of the Patient Protection and Affordable Care Act.

Comparability of Employee Benefits. (a) For Following the one (1) year period following Closing Date, through December 31, 2017, the date of the Closing, Buyer shall provide, provide or shall cause the relevant Subsidiary of Buyer Company and the Subsidiaries to provide, all individuals who are employees of the Company or any of its and the Subsidiaries immediately prior to the Closing, and whose employment by Buyer or a Subsidiary of Buyer continues following at the Closing Date (the “Assumed Employees”) ), while they remain employees of the Company, any Subsidiary or the Buyer, with base compensation and annual cash incentive opportunities that are not less than that in effect immediately prior to the Closing Date and employee benefits (excluding equity or other incentive compensation) that are substantially comparable at least as favorable in the aggregate to those received by in effect immediately prior to the Closing Date (other than any equity compensation arrangements and special bonus arrangements, including transaction bonus arrangements and non-qualified deferred compensation arrangements) (it being understood and agreed that the Buyer may move Assumed Employees to the employee benefit plans of the Buyer or any of its Affiliates if doing so otherwise complies with the Buyer’s obligations under this sentence). The Buyer shall or 45 ACTIVE 218042945 shall cause the Company and the Subsidiaries to recognize all accrued but unused vacation and sick pay of the Assumed Employees prior to as of the ClosingClosing Date. Following the ClosingClosing Date, each Assumed Employee shall receive full service credit under for all service with the employee benefit plans of Buyer Company and its Subsidiaries, Subsidiaries for purposes of eligibility to participate and vesting (but not for benefit accrual purposes, other than with respect to determining severance or paid time off entitlements) for their service employment, PTO (paid time off) and employee benefit plan purposes, if applicable. The Buyer shall use commercially reasonable efforts to provide Assumed Employees with full credit under the Company Buyer’s health and its Subsidiaries welfare plans applicable to each Assumed Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Closing in the same plan year as the Closing. Each Assumed Employee The Buyer shall also receive service credit for purposes of calculating the levels of benefits with respect waive all limitations as to severance, vacation, personal days off and any other welfare-type benefits where service is a factor in calculating benefits. Buyer and the Company will also cause all (i) pre-existing conditions and proof exclusions (or actively at work or similar limitations), evidence of insurability provisions for all conditions that all requirements and waiting periods with respect to participation and coverage requirements applicable to the Assumed Employees and their covered eligible dependents have as of under any health and welfare plan that such employees may be eligible to participate in after the Closing and (ii) waiting periods under Date. With respect to each benefit plan that would otherwise be applicable to newly hired employees to be waived to Assumed Employee in the same extent waived or satisfied under United States whose employment is terminated by the Plans. In addition, Buyer and the Company will honor or cause to be honored any deductible, co-payment and out-of-pocket maximums incurred by Assumed Employees and their covered dependents under the Plans during the portion of the applicable plan year prior to the date of the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Buyer or the Company in which they are eligible to participate or any of its Subsidiaries within the twelve month period after the Closing for Closing, the Buyer shall provide severance benefits to such plan yearPersons in accordance with the Seller’s existing severance policy as made available to the Buyer in the electronic data room established by the Seller. Notwithstanding anything in this Section 7.07 any of the foregoing to the contrary, none of the provisions contained in this Section 7.07 herein shall operate to duplicate any benefit provided to any Assumed Employee. This Section 7.3 is for the benefit of the Buyer and the Seller to this Agreement only and nothing herein, express or implied, is intended to confer upon or be construed to grant any rights, as a third-party beneficiary or otherwise, to any Person who is not a party to this Agreement or to any Assumed Employee, nor shall any provision of this Agreement be deemed to be the adoption of, or an amendment to, any employee benefit plan, as that term is defined in Section 3(3) of ERISA, or otherwise to limit the right of the Company, the Subsidiaries or the Buyer to amend, modify or terminate any such employee benefit plan. Notwithstanding any of the foregoing, nothing in this Section 7.3 shall require the Buyer, the Company or any Subsidiary to continue the employment of any Assumed Employee for any period of time after the Closing. This Section 7.3 does not override the required implementation and application of the Patient Protection and Affordable Care Act or the applicability of any collective bargaining agreement governing the terms and conditions of employment of any Assumed Employee.

Comparability of Employee Benefits. (a) For the one (1) year period following the date of the Closing, Buyer shall provideParent shall, or shall cause the relevant Subsidiary of Buyer Surviving Corporation to, maintain the Company’s existing Company Benefit Plans in place until the Assumed Employees are transitioned to provideParent’s employee benefit plans. Starting January 1, 2013, Parent shall, or shall cause the Surviving Corporation to, provide to all individuals who are employees of the Company or any of its Subsidiaries immediately prior to the Closing, and whose employment by Buyer or a Subsidiary of Buyer continues following the Closing (the “Assumed Employees”) with compensation and Employees employee benefits (excluding equity or other incentive compensation) that are substantially comparable similar to those received by provided to similarly situated employees of Parent. Notwithstanding the Assumed Employees prior foregoing, starting January 1, 2013, Parent shall use reasonable efforts to the Closing. Following the Closing, cause each Assumed Employee shall to receive service credit under the employee benefit plans of Buyer and its Subsidiariesfor their employment since March 23, 2007 for purposes of eligibility to participate and vesting (but not for benefit accrual purposes) for their service with the Company and its Subsidiaries prior respect to the Closingsuch employee benefit plans of Parent. Each Assumed Employee shall also receive service credit for their employment since March 23, 2007 for purposes of calculating the levels level of benefits with respect to severance, vacation, personal days off and any other welfare-type benefits where service is a factor in calculating benefits. Buyer Parent shall use reasonable efforts to cause any third-party insurers to provide Assumed Employees with full credit under Parent’s health and welfare plans applicable to each Assumed Employee and his or her dependents for all co-payments and deductibles satisfied prior to the Company will also cause Closing in the same plan year as the Closing, and for any lifetime maximums, as if there had been a single continuous employer. Subject to the approval of any insurance carrier or third party provider, Parent shall waive all limitations as to preexisting conditions exclusions (i) pre-existing conditions and proof or actively at work or similar limitations), evidence of insurability provisions for all conditions that all requirements and waiting periods with respect to participation and coverage requirements applicable to the Assumed Employees and their covered eligible dependents have as of the Closing under any health and (ii) waiting periods under each benefit welfare plan that would otherwise such employees may be applicable to newly hired employees to be waived to the same extent waived or satisfied under the Plans. In addition, Buyer and the Company will honor or cause to be honored any deductible, co-payment and out-of-pocket maximums incurred by Assumed Employees and their covered dependents under the Plans during the portion of the applicable plan year prior to the date of the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under any plans of Buyer or the Company in which they are eligible to participate in after the Closing for such plan yearDate. Notwithstanding anything in this This Section 7.07 4.12 is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the contraryparties hereto and their respective successors and permitted assigns, none to create any agreement of the provisions contained in this Section 7.07 shall operate employment with any Person or to duplicate otherwise create any benefit provided to any Assumed Employeethird-party beneficiary hereto.