Common use of Employee Benefit Arrangements Clause in Contracts

Employee Benefit Arrangements. (a) After the Effective Time and until the conclusion of a transition period to be determined by Parent in its sole discretion, employees of the Surviving Corporation and its Subsidiaries who remain employed after the Effective Time (the "Company Employees") will continue to participate in the Company's Employee Programs (other than 401(k) plans, deferred compensation plans, supplemental retirement plans, incentive or bonus plans, severances plans, and stock option and stock purchase plans) on substantially similar terms to those in effect as of the Effective Time. Thereafter, Parent shall, and shall cause the Surviving Corporation to, provide the Company Employees with such employee benefits as determined appropriate from time to time by Parent in its sole discretion. All service with the Company shall be considered service with Parent for purposes of determining eligibility and vesting (but not with respect to benefit accruals) under all Employee Programs maintained by Parent or any Affiliate, including the Surviving Corporation, with respect to Company Employees. All earnings with the Company prior to the Effective Time will be taken into account for purposes of any welfare benefit plan or under any vacation pay, sick pay or paid-time-off policy in which the Company Employees may participate. For purposes of participation in Parent's welfare plans, Parent will waive all waiting and pre-existing condition period requirements (other than those applicable to a Company Employee immediately prior to the Closing under a Company Employee Program) and will credit Company Employees with all deductibles and co-payments paid under the Company welfare plans for the plan year in which the Company Employees begin participation in Parent's welfare plans.

Employee Benefit Arrangements. (a) After Buyer shall have no liability with respect to any of the Effective Time Benefit Plans and until the conclusion of a transition period Sellers and the Company shall terminate all Benefit Plans sponsored by the Company immediately prior to the Closing Date or take all necessary action to cause the Company to cease to be determined a participating employer in any Benefit Plans sponsored by Parent in its sole discretionthe Sellers. However, employees for a period of at least one year after the Closing Date, for so long as the Surviving Corporation continues to employ an individual who was an employee of the Company at Closing, Buyer agrees to cause the Surviving Corporation to pay to such employee substantially similar compensation (including base salary and its Subsidiaries who remain employed after a comparable bonus plan, but excluding equity or phantom equity awards and 401(k) match contributions) as that paid by the Effective Time (Company to such employee immediately prior to the "Company Employees") will continue Closing, and to participate provide such employee with Buyer benefits that are substantially similar in the Company's Employee Programs (other than 401(k) plansaggregate to the benefits provided to such employee under the Benefit Plans immediately prior to the Closing. In addition, deferred compensation plans, supplemental retirement plans, incentive or bonus plans, severances plans, and stock option and stock purchase plans) on substantially similar terms to those in effect as of the Effective Time. Thereafter, Parent shall, and Buyer shall cause the Surviving Corporation to, provide to (a) grant credit to each employee of the Company Employees with such employee benefits for all unused vacation and sick leave existing as determined appropriate from time to time by Parent in its sole discretion. All of the Closing and (b) recognize service with the Company shall be considered service with Parent for purposes of determining eligibility and vesting (but not with respect to benefit accruals) under all Employee Programs maintained by Parent or any Affiliate, including the Surviving Corporation, with respect to Company Employees. All earnings with the Company prior to the Effective Time will be taken into account Closing as deemed service with the Surviving Corporation for purposes of any length of service requirements, waiting periods, vesting periods (other than with respect to any Buyer equity incentives) and differential benefits based on length of service, and with credit under any welfare benefit plan for any deductibles or co-insurance paid for the current plan year under any vacation payplan maintained by the Company, sick pay to the extent permitted by such plan. To the extent any amounts payable to or paid-time-off policy in which for the benefit of the employees of the Company Employees may participate. For purposes of participation in Parent's welfare plans, Parent will waive all waiting and pre-existing condition period requirements (other than those applicable with respect to a Company Employee immediately prior to any Benefit Plan or otherwise is set forth on the Closing under a Company Employee Program) and will credit Company Employees with all deductibles and co-payments paid under Date Balance Sheet, Buyer agrees to cause the Company welfare plans Surviving Corporation to pay such amounts to or for the plan year in which benefit of the Company Employees begin participation in Parent's welfare plansemployees of the Company. In the event that the Buyer or the Surviving Corporation terminates any employee after the Closing without cause, the Buyer shall be responsible for the payment of any applicable Buyer Severance Expenses.

Employee Benefit Arrangements. (a) After the Effective Time Closing Date, all employees of the Company and until the conclusion of a transition period Company’s Subsidiaries (“Company Employees”) who are employed by the Surviving REIT, shall continue to be determined eligible to participate in any benefit plan, program or arrangement (including any “employee benefit plan”, as defined in Section 3(3) of ERISA or any vacation program) (an “Employee Benefit Plan”), of the Company which is continued by Parent the Surviving REIT, or alternatively shall be eligible to participate in its sole discretion, the same manner as other similarly situated employees of the Surviving Corporation and REIT or its Subsidiaries who remain employed in a similar Employee Benefit Plan sponsored or maintained by the Surviving REIT or in which employees of the Surviving REIT or its Subsidiaries participate after the Effective Time (the "Company Employees") will continue Closing Date. With respect to participate in the Company's each such Employee Programs (other than 401(k) plans, deferred compensation plans, supplemental retirement plans, incentive or bonus plans, severances plans, and stock option and stock purchase plans) on substantially similar terms to those in effect as Benefit Plan of the Effective Time. ThereafterSurviving REIT, Parent shall, and shall cause the Surviving Corporation to, provide the Company Employees with such employee benefits as determined appropriate from time to time by Parent in its sole discretion. All service with the Company or any of its Subsidiaries and the predecessor of any of them shall be considered service with Parent included for purposes of determining eligibility to participate, vesting (if applicable) and vesting determination of the level of entitlement to benefits under such Employee Benefit Plan (but not for benefit accruals under any defined benefit pension plan or retiree medical or other welfare or as would otherwise result in a duplication of benefits). The Surviving REIT shall, or shall cause its Subsidiaries, as the case may be, to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to benefit accruals) participation and coverage requirements applicable to all Company Employees under all Employee Programs maintained by Parent any comparable welfare plan that such Company Employees may be eligible to participate in after the Closing Date, other than limitations or any Affiliate, including the Surviving Corporation, waiting periods that are already in effect with respect to Company Employees. All earnings with such employees and that have not been satisfied as of the Closing Date under any comparable welfare plan maintained by the Company prior to the Effective Time will be taken into account for purposes of any welfare benefit plan or under any vacation pay, sick pay or paid-time-off policy in which the Company Employees may participate. For purposes of participation in Parent's welfare plans, Parent will waive all waiting and pre-existing condition period requirements (other than those applicable to a Company Employee such employees immediately prior to the Closing under a Date, and (ii) provide each such Company Employee Program) and will with credit Company Employees with all deductibles and for any co-payments and deductibles paid under prior to the Company welfare plans Closing Date for the plan year in within which the Company Employees begin participation Closing Date occurs in Parent's satisfying any applicable deductible or out-of-pocket requirements under any welfare plansplans that such employees are eligible to participate in after the Closing Date.

Employee Benefit Arrangements. (a) After the Effective Time and until the conclusion of a transition period to be determined by Parent in its sole discretionClosing Date, all employees of the Surviving Corporation Company and its the Company’s Subsidiaries who remain employed after the Effective Time (the "“Company Employees"”) will who are employed by Parent or any Subsidiary of Parent, including the Surviving Company, shall continue to be eligible to participate in any “employee benefit plan”, as defined in Section 3(3) of ERISA (an “Employee Benefit Plan”), of the Company which is continued by Parent, or alternatively shall be eligible to participate in the Company's same manner as other similarly situated employees of Parent or its Subsidiaries in a similar Employee Programs (other than 401(k) plans, deferred compensation plans, supplemental retirement plans, incentive Benefit Plan sponsored or bonus plans, severances plans, and stock option and stock purchase plans) on substantially similar terms to those in effect as of the Effective Time. Thereafter, Parent shall, and shall cause the Surviving Corporation to, provide the Company Employees with such employee benefits as determined appropriate from time to time maintained by Parent or in which employees of Parent or its sole discretionSubsidiaries participate after the Closing Date. All With respect to each such Employee Benefit Plan of Parent, service with the Company or any Company Subsidiaries and the predecessor of any of them shall be considered service with Parent included for purposes of determining eligibility and to participate, vesting (but not if applicable) and determination of the level of entitlement to benefits under such Employee Benefit Plan. Parent shall, or shall cause its Subsidiaries, as the case may be, to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to benefit accruals) participation and coverage requirements applicable to all Company Employees under all Employee Programs maintained by Parent any comparable welfare plan that such Company Employees may be eligible to participate in after the Closing Date, other than limitations or any Affiliate, including the Surviving Corporation, waiting periods that are already in effect with respect to Company Employees. All earnings with such employees and that have not been satisfied as of the Closing Date under any comparable welfare plan maintained by the Company prior to the Effective Time will be taken into account for purposes of any welfare benefit plan or under any vacation pay, sick pay or paid-time-off policy in which the Company Employees may participate. For purposes of participation in Parent's welfare plans, Parent will waive all waiting and pre-existing condition period requirements (other than those applicable to a Company Employee such employees immediately prior to the Closing under a Date, and (ii) provide each such Company Employee Program) and will with credit Company Employees with all deductibles and for any co-payments and deductibles paid under prior to the Company welfare plans Closing Date for the plan year in within which the Company Employees begin participation Closing Date occurs in Parent's satisfying any applicable deductible or out-of-pocket requirements under any welfare plansplans that such employees are eligible to participate in after the Closing Date.

Employee Benefit Arrangements. (a) After As soon as practicable after the Agreement Date, Company and Acquirer shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements. Following the Effective Time and until the conclusion of a transition period to be determined by Parent Time, Acquirer, in its sole discretion, shall either (i) continue (or cause the Surviving Corporation to continue) to maintain the employment agreements, pension, retirement, disability, medical, dental or other health plans, life insurance or other death benefit plans, deferred compensation agreements, profit sharing plans, bonus plans, vacation, sick, holiday or other paid leave plans, severance plans or other similar employee benefit plans maintained by Company and its Subsidiaries, including all "employee benefit plans" as defined in Section 3(3) of ERISA (the "Employee Benefit Arrangements") on substantially the same terms in the aggregate as in effect immediately prior to the Effective Time for the participants that continue as employees of Company or become employees of Acquirer after the Effective Time, provided that nothing herein shall be deemed to require Acquirer to continue any Employee Benefit Arrangement required by the terms of this Agreement to be terminated prior to the Effective Time, or (ii) arrange for each participant in the Company Employee Benefit Arrangements that continues as an employee of the Surviving Corporation and its Subsidiaries who remain employed or becomes an employee of Acquirer after the Effective Time (the "Company EmployeesParticipants") will continue to participate in any similar plans of the Company's Employee Programs Acquirer (other than 401(k) plans, deferred compensation plans, supplemental retirement plans, incentive or bonus plans, severances plans, and stock option and stock purchase plans"Acquirer Plans") on substantially similar terms no less favorable than those offered to those in effect as similarly situated employees of the Effective TimeAcquirer, or (iii) arrange for a combination of clauses (i) and (ii). Thereafter, Parent shall, and shall cause Each Company Participant who continues to be employed by the Surviving Corporation toor Acquirer or any of its subsidiaries immediately following the Effective Time shall, provide to the Company Employees with such employee benefits as determined appropriate from time extent permitted by law and applicable tax qualification requirements, and subject to time by Parent any generally applicable break in its sole discretion. All service with the Company shall be considered service with Parent or similar rule, receive credit for purposes of determining eligibility to participate and vesting (but not under the Acquirer Plans, including vacation accruals, for years of service with Company. To the extent consistent with law and applicable tax qualification requirements, Acquirer shall use commercially reasonable efforts to cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to benefit accruals) under all Employee Programs maintained by Parent or such Company Participants and their eligible dependents and shall provide them with credit for any Affiliate, including the Surviving Corporation, with respect to Company Employees. All earnings with the Company co-payments and deductibles prior to the Effective Time will be taken into account for purposes of satisfying any welfare benefit plan applicable deductible, out-of-pocket, or similar requirements under any vacation pay, sick pay or paid-time-off policy Acquirer Plans in which they are eligible to participate immediately after the Company Employees may participateEffective Time. For purposes Notwithstanding any of participation in Parent's welfare plans, Parent will waive all waiting and pre-existing condition period requirements (other than those applicable to a Company Employee immediately prior the foregoing to the Closing under a contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of Company Employee Program) or the funding of and such benefit. In the event that Acquirer determines to terminate any of the former Company employees providing transition services to Acquirer without payment of severance, the Acquirer will credit Company Employees review such determination with all deductibles Xx. Xxxxxx. In the event that Xx. Xxxxxx disagrees with such determination, such determination will be reviewed by Messrs. Xxxxxxxxx and co-payments paid under the Company welfare plans for the plan year in which the Company Employees begin participation in Parent's welfare plansXxxxxx.