Common use of Employee Benefit Plans Generally Clause in Contracts

Employee Benefit Plans Generally. (a) Except as otherwise provided under the Transition Services Agreement, Parent and its Affiliates will take such action as is necessary such that, as of the applicable Transfer Time, each Purchased Company ceases participation in each Employee Benefit Plan maintained by Parent or any of its Affiliate (other than an Assumed Benefit Plan). Except as otherwise provided under Sections 7.13 and 7.14, each Purchased Company will retain all Liabilities under any Employee Benefit Plans maintained by such Purchased Company as of the Closing. (b) During the Continuation Period, Purchaser will, or will cause to be, provided to Transferred Employees employee benefits that are (x) substantially similar to those provided to Purchaser’s similarly situated employees or, at Purchaser’s option, (y) substantially comparable in the aggregate to those provided to Transferred Employees under the Employee Benefit Plans immediately prior to the Closing (disregarding, for purposes of comparability under clause (y), pension, retiree medical and equity-based compensation received by the Transferred Employee immediately prior to the Closing). (c) Purchaser will use commercially reasonable efforts or will ensure, where required by the applicable laws, to credit Transferred Employees for their service with any Seller or any Purchased Company or their respective Affiliates (and any predecessors) for purposes of eligibility and vesting under Purchaser’s plans in which Transferred Employees participate after the applicable Transfer Time, and any applicable vacation or severance policies or programs, except for instances where such crediting of service would result in a duplication of benefits. Purchaser will use commercially reasonable efforts to permit Transferred Employees (and their eligible spouses and dependents) to participate in Purchaser’s plans without being subject to any waiting periods or any restrictions or limitations for pre-existing conditions, except to the extent any such person has not satisfied any corresponding applicable waiting period or limitation under the Employee Benefit Plans. Purchaser will use commercially reasonable efforts to cause Purchaser’s plans to credit each Transferred Employee (and any spouses and dependents) with the amount, if any, paid during the calendar year in which the Closing Date occurs under the Employee Benefit Plans towards deductibles, co-pays and out-of-pocket maximums.

Employee Benefit Plans Generally. (a) Except as otherwise provided under the Transition Services Agreement, Parent and its Affiliates will take such action as is necessary such that, as of the applicable Transfer TimeClosing, each Purchased Company ceases participation in each Employee Benefit Plan maintained by Parent or any of its Affiliate Affiliates (other than an Assumed the Target Benefit Plans) and retain, and will be solely responsible for, all Liabilities under any Employee Benefit Plan that is not a Target Benefit Plan). Except as otherwise provided under Sections 7.13 and 7.14, each Each Purchased Company will retain all Liabilities under any Employee Target Benefit Plans maintained by such Purchased Company as to the extent disclosed on Section 3.15(a) of the ClosingDisclosure Letter. (b) During For a period of 12 months following the Continuation PeriodClosing Date, Purchaser willwill provide, or will cause to bebe provided, provided to Transferred Employees employee benefits to Continuing Employees under employee benefit plans maintained by Purchaser or its Affiliate that are (x) substantially similar to those provided to Purchaser’s similarly situated employees or, at Purchaser’s option, (y) substantially comparable in the aggregate to those provided to Transferred Employees under similarly situated employees of Purchaser and its Affiliates (other than the Employee Benefit Plans immediately prior to the Closing (disregarding, for purposes of comparability under clause (y), pension, retiree medical and equity-based compensation received by the Transferred Employee immediately prior to the ClosingPurchased Companies). (c) Purchaser will credit Continuing Employees (except for any Continuing Employee in Hong Kong, for whom Purchaser will use commercially reasonable efforts to procure the credit of such Continuing Employee with Purchaser or will ensure, where required by the applicable laws, to credit Transferred Employees its Affiliates or any third party employment and labor provider) for their service with any Seller or Parent, any Purchased Company or any of their respective Affiliates (and any predecessors) for purposes of eligibility and vesting (other than for purposes of any new equity-based compensation plan, program, agreement or arrangement) under Purchaser’s employee benefit plans in which Transferred Continuing Employees participate after the applicable Transfer TimeClosing, and to determine benefits under any applicable vacation vacation, paid time off or severance policies or programs, except programs and for instances where any other purpose required by applicable Law; provided that such crediting of service shall not be recognized (v) to the extent that such recognition would result in a duplication of benefits, (w) to the extent that such service was not recognized under the corresponding Employee Benefit Plan immediately prior to the Closing, (x) to the extent that such service is not recognized under Purchaser’s employee benefit plans for other employees of Purchaser and its Affiliates, (y) to the extent that, as part of the termination of employment with Parent or its Affiliate and commencement of employment with Purchaser or its Affiliate, such employee is paid severance by Purchaser or its Affiliate, or (z) for purposes of benefit accruals under any defined benefit pension plan or retiree health or welfare plan or arrangement. Purchaser will use commercially reasonable efforts to (i) permit Transferred Continuing Employees (and their eligible spouses and dependents) to participate in Purchaser’s plans without being subject to any waiting periods or any restrictions or limitations for pre-existing conditions, except to the extent any such person has not satisfied any corresponding applicable waiting period or limitation under the Employee Benefit Plans. Purchaser will use commercially reasonable efforts to cause Purchaser’s plans to Plans and (ii) credit each Transferred Continuing Employee (and any spouses and dependents) with the amount, if any, paid during the calendar year in which the Closing Date occurs under the Employee Benefit Plans towards deductibles, co-pays and out-of-pocket maximums. (d) Parent and Purchaser shall, and each shall cause their respective Affiliates to, cooperate with the other parties and their respective Affiliates to provide such current information regarding the Business Employees on an ongoing basis as may be necessary to facilitate determinations of eligibility for, and payments of benefits to, such employees (and their eligible spouses and dependents, as applicable) under Employee Benefit Plans or employee benefit plans maintained by Purchaser or its Affiliate, as applicable, except to the extent prohibited by applicable Law. Without limiting the generality of the foregoing, prior to the Closing Date, Parent shall, and shall cause its Affiliate to, promptly provide Purchaser with such information and documents relating to the Employee Benefit Plans, employee policies, payroll data, service crediting data and other business records related to the Business Employees as may reasonably be requested by Purchaser or its Affiliate to facilitate the transition and onboarding of the Business Employees to payroll and employee benefit plans or programs of Purchaser or its Affiliate in connection with the Closing. (e) 401(k) Plan. With respect to Continuing Employees employed in the United States immediately prior to the Closing, Parent or its Affiliates shall (i) take all actions necessary or appropriate to cause all Continuing Employees who are participants in an Employee Benefit Plan that is a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “Parent 401(k) Plan”) immediately prior to the Closing to be fully vested in their account balances under the Parent 401(k) Plan, and (ii) make or cause to be made to the Parent 401(k) Plan all employer contributions that would otherwise have been made on behalf of such Continuing Employees for the plan year including the Closing Date without regard to any hours of service or end of year employment requirements.