Common use of Credited Service Clause in Contracts

Credited Service. With respect to each Purchaser Benefit Plan and Miraclon Entity Benefit Plan (except as required by applicable Law), Purchaser shall (i) recognize or shall cause one of its Affiliates to recognize, for all Purchaser Employees from and after the Closing Date or the Deferred Closing Date, as applicable, credit for all service with Seller and its Subsidiaries and Affiliates (and their predecessors) prior to the Closing Date or the Deferred Closing Date, as applicable, for all purposes, including without limitation, purposes of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual (excluding benefit accruals under any defined benefit pension plan other than under any Purchaser Assumed Benefit Plan except as required by applicable Law) to the same extent recognized under a corresponding Business Benefit Plan immediately prior to the Closing Date or the Deferred Closing Date, as applicable, except as would result in duplication of benefits, (ii) ensure or shall cause its Affiliates to ensure that no eligibility periods, waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Purchaser Employees or their spouses, dependents or beneficiaries under any Purchaser Benefit Plan and/or Miraclon Entity Benefit Plan as such periods, exclusions or limitations were waived or satisfied under a corresponding Business Benefit Plan prior to the Closing Date or the Deferred Closing Date, as applicable, and (iii) provide or cause its Affiliates to provide that any costs or expenses incurred by the Purchaser Employees (and their respective spouses, dependents and beneficiaries) up to (and including) the Closing Date or the Deferred Closing Date, as applicable, shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under the applicable Purchaser Benefit Plan or Miraclon Entity Benefit Plan.

Credited Service. With respect The Acquiror shall, or shall cause its Affiliates to, credit service accrued by Transferred Employees with, or otherwise recognized for purposes of the Company Plans, the Company or its Affiliates as of the Closing for purposes of (a) eligibility and vesting, and (b) vacation accrual and severance benefit determinations under the benefit plans, programs, policies and arrangements (including benefits under any defined contribution retirement, medical, dental, vision, basic life and accidental death and dismemberment insurance, vacation, seniority payment, equity, or severance plans, programs or policies) of the Acquiror and its Affiliates, in each case, to each Purchaser Benefit the extent credited under the Company Plans; provided, however, that in no event shall such credit result in the duplication of benefits or the funding thereof. The Acquiror shall, or shall cause an Affiliate to, assume and honor all accrued and unused vacation and paid time off balances of the Transferred Employees in accordance with the applicable Company Plan in effect at the Closing Date, except to the extent any such balances are paid to such Transferred Employee in connection with the Closing in accordance with any applicable Laws. The Acquiror shall use commercially reasonable efforts, and Miraclon Entity Benefit Plan (except as required by applicable Law)shall cause its Affiliates to use commercially reasonable efforts, Purchaser shall to, (i) recognize waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of the Acquiror or shall cause one any of its Affiliates that provides group health benefits in which the Transferred Employees may be eligible to recognize, for all Purchaser Employees from and after participate following the Closing Date (such plans, the “Acquiror Plans”), to the extent waived or satisfied with respect to such employees as of the Deferred Closing Dateunder the analogous Company Plan, as applicable(ii) honor any deductible, credit for all service with Seller co-payment and its Subsidiaries and Affiliates (out-of-pocket maximums incurred by Transferred Employees and their predecessors) prior to eligible dependents under the Closing Date or the Deferred Closing Date, as applicable, for all purposes, including without limitation, purposes of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual (excluding benefit accruals under any defined benefit pension plan other than under any Purchaser Assumed Benefit Company Plan except as required by applicable Law) to the same extent recognized under a corresponding Business Benefit Plan providing group health benefits in which such Transferred Employees participated immediately prior to the Closing Date or during the Deferred Closing Date, as applicable, except as would result in duplication portion of benefits, (ii) ensure or shall cause its Affiliates to ensure that no eligibility periods, waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Purchaser Employees or their spouses, dependents or beneficiaries under any Purchaser Benefit Plan and/or Miraclon Entity Benefit Plan as such periods, exclusions or limitations were waived or satisfied under a corresponding Business Benefit Plan calendar year prior to the Closing Date in satisfying any deductibles, co-payments or out-of-pocket maximums under an Acquiror Plan in the Deferred Closing Datesame plan year in which such deductibles, as applicableco-payments or out-of-pocket maximums were incurred, and (iii) provide waive any waiting period limitation or cause its Affiliates evidence of insurability requirement that would otherwise be applicable to provide that a Transferred Employee and such Transferred Employee’s eligible dependents on or after the Closing, in each case, to the extent such Transferred Employee or eligible dependent had satisfied any costs similar limitation or expenses incurred by requirement under an analogous Company Plan prior to the Purchaser Employees (and their respective spouses, dependents and beneficiaries) up to (and including) the Closing Date or the Deferred Closing Date, as applicable, shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under the applicable Purchaser Benefit Plan or Miraclon Entity Benefit PlanClosing.

Credited Service. With respect to each Purchaser Benefit Plan and Miraclon Entity Benefit Plan (except Effective as required by applicable Law)of the Closing, Purchaser shall (i) recognize cause to be waived all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Continuing Business Employees under any welfare plan of Purchaser or shall its Subsidiaries or Affiliates in which such Continuing Business Employees may be eligible to participate after the Closing, to the extent that such conditions, exclusions and waiting periods would have been waived or satisfied under the corresponding welfare plan in which any such Continuing Business Employee participated immediately prior to the Closing, (ii) cause one to be provided to each Continuing Business Employee credit for any co-payments and deductibles paid prior to the Closing, in respect of the calendar year in which the Closing Date occurs, in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans of Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees may be eligible to recognizeparticipate after the Closing, (iii) cause to be provided to each Continuing Business Employee credit for purposes of eligibility and vesting for all service recognized by Sellers under the corresponding Circuit City Benefit Plan, under each employee benefit plan, program or arrangement of Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees from and are eligible to participate after the Closing Date or the Deferred Closing Date, as applicable, and (iv) cause to be provided to each Continuing Business Employee credit for amount of benefits for all service with Seller Sellers for purposes of the vacation policies and severance plans or policies maintained or provided by Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees are eligible to participate after the Closing. Notwithstanding the foregoing, Continuing Business Employees' service with Circuit City, FNANB and Affiliates (and their predecessors) prior to the Closing Date or the Deferred Closing Date, as applicable, Tyler Funding shall not be recognized for all purposes, including without limitation, purposes of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual (excluding benefit accruals under any defined pension benefit pension plan other than under any Purchaser Assumed Benefit Plan except as required sponsored by applicable Law) to the same extent recognized under a corresponding Business Benefit Plan immediately prior to the Closing Date or the Deferred Closing Date, as applicable, except as would result in duplication of benefits, (ii) ensure or shall cause its Affiliates to ensure that no eligibility periods, waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Purchaser Employees or their spouses, dependents or beneficiaries under any Purchaser Benefit Plan and/or Miraclon Entity Benefit Plan as such periods, exclusions or limitations were waived or satisfied under a corresponding Business Benefit Plan prior to the Closing Date or the Deferred Closing Date, as applicable, and (iii) provide or cause its Affiliates to provide that any costs or expenses incurred by the Purchaser Employees (and their respective spouses, dependents and beneficiaries) up to (and including) the Closing Date or the Deferred Closing Date, as applicable, shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under the applicable Purchaser Benefit Plan or Miraclon Entity Benefit PlanPurchaser.

Credited Service. With respect to each Purchaser Benefit Plan and Miraclon Entity Benefit Plan (except as required by applicable Law)At Closing, Purchaser shall (i) recognize the only employees of the Acquired Company or shall cause one any of its Affiliates to recognize, for all Purchaser Employees from subsidiaries shall be the Affected Employees. On and after the Closing Date or the Deferred Closing Date, as applicable, Purchaser shall give the Affected Employees full credit for all service with Seller and its Subsidiaries and Affiliates purposes (and their predecessors) prior to the Closing Date or the Deferred Closing Date, as applicable, including for all purposes, including without limitation, purposes of eligibility to participate, early retirement eligibility, early retirement subsidies, vesting creditand benefit accrual) under all employee benefit plans or arrangements maintained by Purchaser and its subsidiaries that are made available by Purchaser to the Affected Employees, eligibility for the Affected Employees' service with Seller and its subsidiaries to commence benefitsthe same extent recognized by Seller and its subsidiaries immediately prior to the Closing Date; provided, that Purchaser and its subsidiaries shall not be obligated to provide credit for such service for benefit accrual (excluding benefit accruals purposes under any defined benefit pension plan other than or premium subsidy under any retiree medical plan of Purchaser Assumed Benefit Plan except and its subsidiaries. For purposes of this Agreement, "Affected Employee" means each individual who is employed by the Acquired Company or a subsidiary of the Acquired Company on the Closing Date, including any such individuals on approved leave of absence (including maternity and paternity leave, vacation, sick leave, short-term disability, military leave, jury duty and death leave, but excluding long-term disability); provided, however, that an individual on a long-term disability leave of absence from the Acquired Company or any of its subsidiaries on the Closing Date shall become an Affected Employee upon his or her return to active employment if such return to active employment occurs within 90 days after the Closing Date. Effective as required by applicable Law) of the Closing, Purchaser shall cause the Acquired Company or one of its subsidiaries to offer employment to the same extent recognized under a corresponding Business Benefit Plan individual set forth in Schedule 4.06(a) (the "Designated Employee"), which offer shall be on terms and conditions in accordance with the provisions of this Section 4.06 as if such individual had been an employee of the Acquired Company immediately prior to the Closing Date or the Deferred Closing Date, as applicable, except as would result in duplication of benefits, (ii) ensure or shall cause its Affiliates to ensure that no eligibility periods, waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable Closing. The current salary and bonus provided to the Purchaser Employees or their spouses, dependents or beneficiaries under any Purchaser Benefit Plan and/or Miraclon Entity Benefit Plan as such periods, exclusions or limitations were waived or satisfied under a corresponding Business Benefit Plan prior Designated Employee are set forth in Schedule 4.06(a). Notwithstanding anything to the Closing Date or contrary in this Agreement, provided that the Deferred Closing DateDesignated Employee accepts Purchaser's offer of employment, the Designated Employee shall be treated as applicable, and (iii) provide or cause its Affiliates to provide that any costs or expenses incurred by the Purchaser Employees (and their respective spouses, dependents and beneficiaries) up to (and including) of the Closing Date or the Deferred Closing Date, as applicable, shall be specifically applied an Affected Employee for all purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage under the applicable Purchaser Benefit Plan or Miraclon Entity Benefit Planthis Agreement.

Credited Service. With respect As of the date on which the Continuing Business Employees become eligible to each participate in the applicable Purchaser Benefit Plan and Miraclon Entity Benefit Plan (except as required by applicable Law)benefit plans, Purchaser shall cause to be (i) recognize waived all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Continuing Business Employees under any welfare plan of Purchaser or shall cause one of its Subsidiaries or Affiliates in which such Continuing Business Employees may be eligible to recognize, for all Purchaser Employees from and participate after the Closing Date or the Deferred Closing DateClosing, as applicable, credit for all service with Seller and its Subsidiaries and Affiliates (and their predecessors) prior to the Closing Date extent that such conditions, exclusions and waiting periods would have been waived or satisfied under the Deferred Closing Date, as applicable, for all purposes, including without limitation, purposes of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual (excluding benefit accruals under corresponding welfare plan in which any defined benefit pension plan other than under any Purchaser Assumed Benefit Plan except as required by applicable Law) to the same extent recognized under a corresponding such Continuing Business Benefit Plan Employee participated immediately prior to the Closing Date or the Deferred Closing Date, as applicable, except as would result in duplication of benefitsClosing, (ii) ensure or shall cause its Affiliates provided to ensure that no eligibility periods, waiting periods, exclusions or limitations with respect to each Continuing Business Employee credit for any preco-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Purchaser Employees or their spouses, dependents or beneficiaries under any Purchaser Benefit Plan and/or Miraclon Entity Benefit Plan as such periods, exclusions or limitations were waived or satisfied under a corresponding Business Benefit Plan payments and deductibles paid prior to the Closing Date or Closing, in respect of the Deferred Closing Date, as applicable, and (iii) provide or cause its Affiliates to provide that any costs or expenses incurred by the Purchaser Employees (and their respective spouses, dependents and beneficiaries) up to (and including) calendar year in which the Closing Date occurs, in satisfying any applicable deductible or the Deferred Closing Date, as applicable, shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions requirements under any welfare plans of Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees may be eligible to participate after the Closing in the calendar year in which the Closing Date occurs and like adjustments (iii) provided to each Continuing Business Employee credit for purposes of eligibility, vesting and benefit accrual (other than with respect to any defined benefit pension plan) under each employee benefit plan, program or limitations on coverage arrangement of Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees are eligible to participate after the Closing for all service recognized by Seller under the applicable Purchaser Benefit Plan or Miraclon Entity corresponding Parent Benefit Plan; provided, however, that in no event shall the Continuing Business Employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service.