Common use of Continued Employment; Service Credit Clause in Contracts

Continued Employment; Service Credit. The Surviving Corporation shall, as of the Closing Date, continue the employment of all employees of PSNC and its Subsidiaries who were employees immediately prior to the Closing Date (the "Affected Employees"). Subject to applicable law and obligations under applicable collective bargaining agreements, the Affected Employees shall be given credit for all service with PSNC or its Subsidiaries (and service credited by PSNC or such Subsidiary), to the same extent as such service was credited for such purpose by PSNC or such Subsidiary, under (i) all employee benefit plans, programs and policies, and fringe benefits of the Surviving Corporation in which they become participants for purposes of eligibility and vesting (but not for purposes of benefit accrual), and (ii) severance plans for purposes of calculating the amount of each Affected Employee's severance benefits, if any. To the extent permissible under the terms thereof and required by applicable law, the Surviving Corporation shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Affected Employees immediately prior to the Closing Date, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date. Nothing in this Section shall be deemed to require the employment of any Affected Employee to be continued for any particular period of time after the Closing Date.

Continued Employment; Service Credit. The Surviving Corporation shallBuyer does not, as indirectly or directly, assume or otherwise take responsibility for contribution to benefits under, COBRA continuation coverage under, or the administration, maintenance, or sponsorship of, any Seller Plan other than the Severance Obligations and the Retention Agreements, nor shall there be any transfer of assets or liabilities of any Seller Plan to any plan, program or arrangement maintained by the Buyer or any of its affiliates. For the avoidance of doubt, liabilities and obligations of the Closing DateSeller Plans (other than the Severance Obligations and the Retention Agreements) shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, continue recognizing that such indemnification obligations are always subject to the employment limitations and restrictions contained in Articles IX and X. However, if any Affected Employee becomes a participant in any employee benefit plan, practice or policy of the Buyer or any of its affiliates to the extent reasonably permitted by applicable law and existing insurance contracts, such Affected Employee shall be given credit under such plan for all employees of PSNC and its Subsidiaries who were employees immediately service prior to the Closing Date (with the "Affected Employees"). Subject Company, any of its affiliates, any ERISA Affiliate or any predecessor employer to applicable law the extent such credit was given by the Company, any of its affiliates, any ERISA Affiliate or any predecessor employer under a Seller Plan, and obligations under applicable collective bargaining agreements, the Affected Employees shall be given credit for all service with PSNC the Buyer or any of its Subsidiaries (affiliates on and service credited by PSNC or such Subsidiary), after the Closing Date but prior to the same extent as time such service was credited for employee becomes such purpose by PSNC or such Subsidiarya participant, under (i) all employee benefit plans, programs and policies, and fringe benefits of the Surviving Corporation in which they become participants for purposes of eligibility determining eligibility, vesting, benefit accrual and vesting (but for all other purposes for which such service is either taken into account or recognized; provided, however, such service need not be credited to the extent it would result in a duplication of benefits, including for purposes of benefit accrual)accrual under defined benefit plans. Further, the Buyer shall, and (ii) severance plans for purposes of calculating the amount of each Affected Employee's severance benefitsshall cause its affiliates to, if any. To to the extent permissible under the terms thereof and required reasonably permitted by applicable lawlaw and existing insurance contracts, the Surviving Corporation shall (i) waive all limitations as to preexisting conditions, conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the each Affected Employees Employee under any welfare plan or welfare benefit plans that such employees may be eligible to participate plan in which the Affected Employee participates on or after the Closing Date, other than except to the extent of limitations or waiting periods that are already in effect with respect to such employees the Affected Employee as of the Closing Date under the Seller Plans and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Affected Employees immediately prior to the Closing Date, and (ii) provide credit each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements for the year in which the Closing Date occurs under any welfare plans that such employees are eligible to participate plan or welfare benefit plan in which the Affected Employee participates on or after the Closing Date. Nothing in The parties acknowledge that the welfare plans which the Buyer will make available to the Affected Employees will provide benefits substantially similar to those provided by the welfare plans of the Buyer and the Buyer Subsidiaries for their current employees. As of the Closing, the Company and its affiliates shall cease to provide coverage and benefits for Affected Employees and their dependents and beneficiaries under any benefit plan maintained by the Seller or DQE or any of their respective affiliates, except as required by applicable law. The provisions of this Section 6.7 shall be deemed to require not create or modify any Seller Plan (other than the employment Severance Obligations) or employee benefit plans or agreements of any Affected Employee to be continued for any particular period of time after the Closing DateBuyer.

Continued Employment; Service Credit. The Parent shall cause the Surviving Corporation shall, as of the Closing Date, to continue the employment of all employees of PSNC the Company and its the Company Subsidiaries who were employees immediately prior to the Closing Date Effective Time (the "Affected Employees")) through the Effective Time. The Parent shall cause all service under any Company Plan that was recognized, accrued or credited under such Company Plan through the Effective Time to continue to be recognized, accrued or credited for the same purpose(s) such service was recognized, accrued or credited immediately prior to the Effective Time under such Company Plan as of and following the Effective Time. Subject to obligations under applicable law and obligations under applicable collective bargaining agreements, the Parent shall cause all Affected Employees shall to be given credit for credited with all service with PSNC for the Company or its the Company Subsidiaries (and all other service credited by PSNC the Company or such Subsidiarythe Company Subsidiary or the Company Plans), to the same extent as such service was credited for such purpose by PSNC or such Subsidiary, under (ix) all employee benefit plans, programs and policies, and fringe benefits policies (if any) of the Parent or its direct or indirect Subsidiaries (including the Surviving Corporation Corporation) in which they Affected Employees become participants eligible to participate on or after the Effective Time, for purposes of eligibility eligibility, vesting, benefit accrual and vesting all other purposes (but not for purposes of benefit accrual), accrual under defined benefit pension plans or eligibility for early retirement under defined benefit pension plans and not to the extent crediting such service would result in duplication of benefits) and (iiy) severance plans any severance, vacation, sick leave, paid-time off or similar plans, programs or policies of the Parent or its direct or indirect Subsidiaries (including the Surviving Corporation) for purposes of calculating determining the amount of each Affected Employee's severance benefitsbenefits thereunder. The Parent shall, if any. To the extent permissible under the terms thereof and required by applicable law, shall cause its direct and indirect Subsidiaries (including the Surviving Corporation Corporation), or shall use its reasonable efforts to cause its insurance carrier, to, (i) waive all limitations as to preexisting conditions, conditions exclusions and all waiting periods with respect to participation and coverage requirements applicable to the each Affected Employees Employee under any welfare benefit plans that such employees may be plan in which an Affected Employee becomes eligible to participate in on or after the Closing DateEffective Time, other than except to the extent of limitations or waiting periods that are already in effect under the Company Plans with respect to such employees the Affected Employee as of the Effective Time and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Affected Employees immediately prior to the Closing Date, Effective Time and (ii) provide credit each Affected Employee with credit for any co-payments payments, deductibles and deductibles other out-of-pocket expenses paid prior to the Closing Date Effective Time in satisfying any applicable deductible deductible, co-payment or out-of-pocket requirements for the year in which the Effective Time occurs under any welfare plans that such employees are eligible to participate plan in which the Affected Employee participates on and after the Closing DateEffective Time. Nothing in this Section 7.8 shall be deemed to require the create any third-party beneficiary or right of employment of with respect to any Affected Employee Employee. Nothing contained in this Agreement shall constitute or be deemed to be continued for an amendment to any particular period Company Plan or any other compensation or benefit plan, program or arrangement of time after the Closing DateCompany or any Company Subsidiary.

Continued Employment; Service Credit. The Parent shall cause ------------------------------------ the Surviving Corporation shallCorporation, as of the Closing Date, to continue the employment of all employees of PSNC the Company and its the Company Subsidiaries who were employees immediately prior to the Closing Date (the "Affected Employees"). The Parent ------------------ shall cause all service under any Company Plan that was recognized, accrued or credited under such Company Plan immediately preceding the Effective Time to continue to be recognized, accrued or credited for all relevant purposes under such Company Plan as of and at all times following the Effective Time. Subject to obligations under applicable law and obligations under applicable collective bargaining agreements, the Parent shall cause all Affected Employees shall to be given credit for credited with all service with PSNC for the Company or its the Company Subsidiaries (and all other service credited by PSNC the Company or such the Company Subsidiary), to the same extent as such service was credited for such purpose by PSNC or such Subsidiary, ) under (ix) all employee benefit plans, programs and policies, and fringe benefits policies (if any) of the Parent or its direct or indirect Subsidiaries (including the Surviving Corporation Corporation) in which they the Affected Employees first become participants on or after the Effective Time, for purposes of eligibility and vesting (but not for benefit accrual purposes or eligibility for early retirement purposes under defined benefit pension plans and not to the extent crediting such service would result in duplication of benefit accrual), benefits and (iiy) any severance or vacation plans of the Parent or its direct or indirect Subsidiaries (including the Surviving Corporation) for purposes of calculating determining the amount of each Affected Employee's severance and vacation benefits. The Parent shall, if any. To the extent permissible under the terms thereof and required by applicable law, shall cause its direct or indirect Subsidiaries (including the Surviving Corporation Corporation), or shall use its reasonable efforts to cause its insurance carrier, to, (i) waive all limitations as to preexisting conditions, conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the each Affected Employees Employee under any welfare benefit plans that such employees may be eligible to participate plan in which the Affected Employee participates on or after the Closing Date, other than except to the extent of limitations or waiting periods that are already in effect with respect to such employees the Affected Employee as of the Closing Date and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Affected Employees immediately prior to the Closing Date, and (ii) provide credit each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements for the year in which the Closing Date occurs under any welfare plans that such employees are eligible to participate plan in which the Affected Employee participates on and after the Closing Date. Nothing in this Section 7.8(a) shall be deemed to require the create any right of employment of with respect to any Affected Employee to be continued for any particular period of time after the Closing DateEmployee.

Continued Employment; Service Credit. The Surviving Corporation Buyer shall, as of the Closing Date, continue offer employment to the employment of all employees of PSNC and its Subsidiaries the Seller (who will be listed on Schedule 7.10(b) by the Buyer), who worked at or directly serviced the Purchased Assets, who were employees immediately prior to the Closing Date and who were not Hourly Employees and who are approved by Buyer (the "Affected Management Employees"). Subject The Buyer shall provide Schedule 7.10(b) at least ninety (90) days prior to applicable law the date on which the Closing is anticipated to occur (but in no event later than February 1, 1999, or such other date to which the Buyer and obligations under applicable collective bargaining agreements, O&R mutually agree). The Management Employees hired by the Affected Employees Buyer shall be given credit for all service with PSNC Seller or its Subsidiaries subsidiaries (and service credited by PSNC Seller or such Subsidiarysubsidiary), to the same extent as such service was credited for such purpose by PSNC Seller or such Subsidiarysubsidiary, under (i) all employee benefit plans, programs and policies, and fringe benefits of the Surviving Corporation Buyer in which they become participants for purposes of eligibility eligibility, vesting and vesting determination of level of benefits (but not for purposes of benefit accrual), and (ii) severance plans for purposes of calculating the amount of each Affected Employee's severance benefits, if any. To the extent permissible under the terms thereof and required by applicable law, the Surviving Corporation Buyer shall (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Management Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Affected Management Employees immediately prior to the Closing Date, and (ii) provide each Affected Management Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date. Nothing in this Section shall be deemed to require the employment of any Affected Employee to be continued for any particular period of time after the Closing Date.

Continued Employment; Service Credit. The Surviving Corporation shall, as of Buyer shall on the Closing Date, Date continue the employment of all employees of PSNC the Company and its Subsidiaries who were employees immediately prior to subsidiaries as of the Closing Date (the "Affected Employees"). Subject to applicable law and obligations under applicable collective bargaining agreements, the The Affected Employees shall be given credit for all service with PSNC the Company or its Subsidiaries subsidiaries (and service credited by PSNC the Company or such Subsidiarysubsidiary), to the same extent as such service was credited for such purpose by PSNC the Company or such Subsidiarysubsidiary, under (ia) all employee benefit plans, programs and policies, and fringe benefits of the Surviving Corporation Buyer in which they become participants for purposes of eligibility and vesting (but not for purposes of benefit accrual), and (iib) severance plans for purposes of calculating the amount of each Affected Employee's severance benefits; PROVIDED, if anyHOWEVER, that no Executive who is a party to a Retention Agreement that provides for Severance Arrangements shall be eligible to participate in any severance plan of the Buyer or any affiliate of the Buyer while such Retention Agreement remains in effect. To the extent permissible under the terms thereof and required by applicable law, the Surviving Corporation Buyer shall (i) waive all limitations as to preexisting conditions, conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under any welfare benefit plans that such employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Affected Employees immediately prior to the Closing Date, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date. Nothing in this Section shall be deemed to require the employment of any Affected Employee to be continued for any particular period of time after the Closing Date.