Common use of Credit for Service Clause in Contracts

Credit for Service. Subject to the requirements of applicable Law and the terms of the applicable plans, Holdco or Parent (as applicable) shall cause the Company Employees to be given full credit for all service with the Company or an affiliate of the Company prior to the Closing for purposes of eligibility, vesting and determination of the level of benefits under any employee benefit plans or arrangements of Holdco, Parent or any affiliate of Holdco or Parent (as applicable) in which such Company Employees participate from and after the Closing (other than Parent's 401(k) Plan or its successor plan, and subject to any applicable waiting periods applicable to new participants in such plan). Subject to the approval of any insurance carrier and to the extent consistent with applicable Law, Holdco or Parent (as applicable) shall, or shall cause an affiliate of Holdco or Parent to make commercially reasonable efforts to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Company Employees under any welfare plan in which such employees may be eligible to participate after the Closing, other than limitations or waiting periods that are already in effect with respect to such Company Employees and that have not been satisfied as of the Closing under any welfare plan of the Company or any affiliate of the Company in which such Company Employees participate immediately prior to the Closing Date, and (ii) provide each Company Employee with credit for any co-payments and deductibles paid prior to the Closing in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which such employees are eligible to participate after the Closing, as if those deductibles or co-payments had been paid under the welfare plans in which such employees are eligible to participate after the Closing. Without limiting the generality of the foregoing, subject to the applicable limitations imposed under the Holdco or Parent vacation and leave of absence policies, all vacation, sickness and long service leave, holiday and personal days accrued by the Company Employees prior to the Closing shall be honored by the surviving corporation in the Company Merger, Holdco and Parent or an affiliate of the surviving corporation in the Company Merger, Holdco or Parent after the Closing (as applicable).

Credit for Service. Subject Buyer shall permit Transferred Employees to the requirements participate in all Buyer plans in which participation is open to similarly situated employees of applicable Law Buyer at comparable levels for such similarly situated employees, except where such participation in Buyer plans would result in a duplication of benefits for such Transferred Employee, and the terms of the applicable plans, Holdco or Parent (as applicable) Buyer shall cause the Company Transferred Employees to be given full credit for all service with the Company Seller or an affiliate Affiliate of the Company Seller prior to the Closing applicable Hire Date for purposes of eligibility, vesting and determination of the level of benefits under any employee benefit plans or arrangements of Holdco, Parent Buyer or an Affiliate of Buyer or any affiliate plans of Holdco Seller that are assumed by or Parent (as applicable) maintained by Buyer in which such Company Transferred Employees participate from and after the Closing (other than Parent's 401(k) Plan or its successor planapplicable Hire Date, and subject to any applicable waiting periods applicable to new participants in such plan). Subject to the approval same extent such service was recognized by Seller or an Affiliate of Seller immediately prior to the applicable Hire Date; provided, however, that such service need not be recognized for purposes of benefit accruals under any insurance carrier and defined benefit plan maintained by Buyer or an Affiliate of Buyer, nor shall such service be recognized to the extent consistent with applicable Law, Holdco it would result in duplication of benefits. Buyer or Parent (as applicable) shall, or an Affiliate of Buyer shall cause an affiliate of Holdco or Parent to make commercially reasonable efforts to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Company Transferred Employees under any welfare plan in which such employees may be eligible to participate after the Closingapplicable Hire Date, other than limitations or waiting periods that are already in effect with respect to such Company Employees employees and that have not been satisfied as of the Closing applicable Hire Date under any the corresponding welfare plan of the Company Seller or any affiliate an Affiliate of the Company Seller in which such Company Transferred Employees participate immediately prior to the Closing applicable Hire Date, and (ii) for the plan year in which the applicable Hire Date occurs, provide each Company Transferred Employee with credit for any co-payments and deductibles paid prior to the Closing applicable Hire Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which such employees are eligible to participate after the Closingapplicable Hire Date, as if those deductibles or co-payments had been paid under the welfare plans in which such employees are eligible to participate after the Closing. Without limiting the generality of the foregoing, subject to the applicable limitations imposed under the Holdco or Parent vacation and leave of absence policies, all vacation, sickness and long service leave, holiday and personal days accrued by the Company Employees prior to the Closing shall be honored by the surviving corporation in the Company Merger, Holdco and Parent or an affiliate of the surviving corporation in the Company Merger, Holdco or Parent after the Closing (as applicable)Hire Date.

Credit for Service. Subject The OIB Division shall permit Transferred C Employees to participate in all the requirements OIB Division plans in which participation is open to similarly situated employees of applicable Law the OIB Division at comparable levels for such similarly situated employees, except where such participation in the OIB Division plans would result in a duplication of benefits for such Transferred C Employee, and the terms of the applicable plans, Holdco or Parent (as applicable) OIB Division shall cause the Company Transferred C Employees to be given full credit for all service with the Company applicable Seller or an affiliate Affiliate of the Company applicable Seller prior to the Initial Closing Date for purposes of eligibility, vesting and determination of the level of benefits under any employee benefit plans or arrangements of Holdco, Parent the OIB Division or an Affiliate of Buyer or any affiliate plans of Holdco Sellers that are assumed by or Parent (as applicable) maintained by the OIB Division in which such Company Transferred C Employees participate from and participate, or are eligible to participate, after the Initial Closing (other than Parent's 401(k) Plan or its successor planDate, and subject to any applicable waiting periods applicable to new participants in such plan). Subject to the approval same extent such service was recognized by the applicable Seller or an Affiliate of Seller immediately prior to the Initial Closing Date; provided, however, that such service need not be recognized for purposes of benefit accruals under any insurance carrier and defined benefit plan maintained by the OIB Division, nor shall such service be recognized to the extent consistent with applicable Law, Holdco or Parent (as applicable) shall, or it would result in duplication of benefits. The OIB Division shall cause an affiliate of Holdco or Parent to make commercially reasonable efforts to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Company Transferred C Employees under any welfare plan in which such employees may be eligible to participate after the ClosingInitial Closing Date, other than limitations or waiting periods that are already in effect with respect to such Company Employees employees and that have not been satisfied as of the Initial Closing Date under any the corresponding welfare plan of the Company applicable Seller or any affiliate an Affiliate of the Company such Seller in which such Company Transferred C Employees participate participate, or are eligible to participate, immediately prior to the Initial Closing Date, and (ii) for the Plan year in which the Initial Closing Date occurs, provide each Company Transferred C Employee with credit for any co-payments and deductibles paid prior to the Initial Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which such employees are eligible to participate after the ClosingInitial Closing Date, as if those deductibles or co-co payments had been paid under the welfare plans in which such employees are eligible to participate after the Closing. Without limiting the generality of the foregoing, subject to the applicable limitations imposed under the Holdco or Parent vacation and leave of absence policies, all vacation, sickness and long service leave, holiday and personal days accrued by the Company Employees prior to the Initial Closing shall be honored by the surviving corporation in the Company Merger, Holdco and Parent or an affiliate of the surviving corporation in the Company Merger, Holdco or Parent after the Closing (as applicable)Date.

Credit for Service. Subject Buyer shall permit Transferred Employees to the requirements participate in all Buyer plans in which participation is open to similarly situated employees of applicable Law Buyer at comparable levels for such similarly situated employees, except where such participation in Buyer plans would result in a duplication of benefits for such Transferred Employee, and the terms of the applicable plans, Holdco or Parent (as applicable) Buyer shall cause the Company Transferred Employees to be given full credit for all service with the Company Seller or an affiliate Affiliate of the Company Seller prior to the Brokerage Closing Date for purposes of eligibility, vesting and determination of the level of benefits under any employee benefit plans or arrangements of Holdco, Parent Buyer or an Affiliate of Buyer or any affiliate plans of Holdco Seller that are assumed by or Parent (as applicable) maintained by Buyer in which such Company Transferred Employees participate from and after the Brokerage Closing (other than Parent's 401(k) Plan or its successor planDate, and subject to any applicable waiting periods applicable to new participants in such plan). Subject to the approval same extent such service was recognized by Seller or an Affiliate of Seller immediately prior to the Brokerage Closing Date; provided, however, that such service need not be recognized for purposes of benefit accruals under any insurance carrier and defined benefit plan maintained by Buyer or an Affiliate of Buyer, nor shall such service be recognized to the extent consistent with applicable Law, Holdco it would result in duplication of benefits. Buyer or Parent (as applicable) shall, or an Affiliate of Buyer shall cause an affiliate of Holdco or Parent to make commercially reasonable efforts to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Company Transferred Employees under any welfare plan in which such employees may be eligible to participate after the ClosingBrokerage Closing Date, other than limitations or waiting periods that are already in effect with respect to such Company Employees employees and that have not been satisfied as of the Brokerage Closing Date under any the corresponding welfare plan of the Company Seller or any affiliate an Affiliate of the Company Seller in which such Company Transferred Employees participate immediately prior to the Brokerage Closing Date, and (ii) for the Plan year in which the Brokerage Closing Date occurs, provide each Company Transferred Employee with credit for any co-payments and deductibles paid prior to the Brokerage Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans in which such employees are eligible to participate after the ClosingBrokerage Closing Date, as if those deductibles or co-payments had been paid under the welfare plans in which such employees are eligible to participate after the Closing. Without limiting the generality of the foregoing, subject to the applicable limitations imposed under the Holdco or Parent vacation and leave of absence policies, all vacation, sickness and long service leave, holiday and personal days accrued by the Company Employees prior to the Brokerage Closing shall be honored by the surviving corporation in the Company Merger, Holdco and Parent or an affiliate of the surviving corporation in the Company Merger, Holdco or Parent after the Closing (as applicable)Date.