Common use of Employee Service Credit Clause in Contracts

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under all benefit plan or personnel policies that cover the Retained Employee after the Closing, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's service with the Company and its Affiliates prior to the Closing, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Date, (ii) shall allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the Closing, and (iii) if coverage for Retained Employees under any Welfare Plan is terminated prior to the end of the plan year that includes the Closing Date, shall credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser Buyer (i) shall give, or cause the Company and its Subsidiaries Acquired Companies to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's ’s service with the Company Acquired Companies and its their Affiliates prior to the ClosingClosing Date, to the same extent recognized by the Company or its Subsidiaries Acquired Companies or any predecessor thereof as of the Closing DateDate under a corresponding Company Plan and provided it does not result in duplicative benefits, (ii) shall use commercially reasonable efforts to allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Company Plans immediately prior to the ClosingClosing Date, and (iii) if coverage for Retained Employees under any Welfare Company Plan is terminated prior to the end of the plan year that includes the Closing Date, the Buyer shall use commercially reasonable efforts to credit the Retained Employee with any expenses that were covered by such Welfare Company Plan(s) for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's ’s service with the Company and its Affiliates prior to the ClosingClosing Date, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Date, (ii) shall allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the ClosingClosing Date, and (iii) if coverage for Retained Employees under any Welfare Plan is terminated prior to the end of the plan year that includes the Closing Date, the Purchaser shall credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser For all purposes (iincluding vesting, eligibility to participate, level of benefits and calculations of severance) shall give, or cause under the Company employee benefit plans of Buyer and its Subsidiaries Affiliates providing benefits to giveany Retained Employees after the Closing Date (the “New Benefit Plans”), Buyer shall cause each Retained Employee credit under all benefit plan to be credited with his or personnel policies that cover the Retained Employee after the Closing, including any vacation, sick leave and severance policies, for purposes her years of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's service with the Company Acquired Companies and its their respective predecessors and Affiliates prior to the Closing. In addition, to and without limiting the same extent recognized by generality of the Company or its Subsidiaries or any predecessor thereof as of foregoing, following the Closing Date, (iiA) Buyer shall allow such Retained Employees to participate in cause each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the to be immediately eligible to participate, without any waiting time, in any and all corresponding Plans immediately prior to the ClosingNew Benefit Plans, and (iiiB) if coverage for purposes of each New Benefit Plan providing medical, dental, prescription drug and/or vision benefits to any Retained Employees under Employee, Buyer shall cause (1) all pre-existing condition exclusions and actively-at-work requirements of such New Benefit Plan to be waived for such Retained Employee and his or her covered dependents, and (2) any Welfare Plan is terminated prior to eligible expenses incurred by such Retained Employee and his or her covered dependents during the end portion of the plan year that includes of the Closing Date, shall credit Benefit Plan ending on the date such Retained Employee with any expenses that were covered by Employee’s participation in the corresponding New Benefit Plan begins to be taken into account under such Welfare Plan(s) New Benefit Plan for purposes of determining deductiblessatisfying all deductible, cocoinsurance and maximum out-pays of-pocket requirements applicable to such Retained Employee and other his or her covered dependents for the applicable limits under any similar replacement plansplan year as if such amounts had been paid in accordance with such New Benefit Plan.

Employee Service Credit. The To the extent the Purchaser establishes any new benefit or compensation plans for Business Employees after the Closing, the Purchaser (i) shall give, or cause the Company and its Subsidiaries Acquired Companies to give, each Retained Business Employee credit under all any benefit plan or personnel policies that cover the Retained Business Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Business Employee's ’s service with any of the Company Acquired Companies and its Affiliates prior to the ClosingClosing Date, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Date, (ii) shall allow such Retained Business Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Business Employee by the corresponding Plans immediately prior to the ClosingClosing Date, and (iii) if coverage for Retained Employees under any Welfare Plan is terminated prior to the end of the plan year that includes the Closing Date, the Purchaser shall credit the Retained Business Employee with any expenses that were covered by such Welfare Plan(s) for purposes of determining deductibles, co-pays co‑pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser Buyers (i) shall give, or cause the Company Group and its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, credit for purposes of eligibility, eligibility and vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's ’s service with the Company Group and its Affiliates Subsidiaries prior to the Closing, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Date, (ii) shall use commercially reasonable efforts to allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term long‑term disability insurance and long-term long‑term care insurance, if applicable) without regard to preexisting condition preexisting‑condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans Benefit Plan(s) immediately prior to the ClosingClosing Date and as permitted under Law, and (iii) if coverage for Retained Employees under any Welfare Plan is of the Benefit Plans are terminated prior to the end of the plan year that includes the Closing Date, the Buyers shall use commercially reasonable efforts to credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) the Benefit Plans for purposes of determining deductibles, co-pays co‑pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the Closing, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's service with the Company and its Affiliates prior to the Closing, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Datedate hereof, (ii) shall allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term long‑term disability insurance and long-term long‑term care insurance) without regard to preexisting condition preexisting‑condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Employee Benefit Plans immediately prior to the Closing, and (iii) if coverage for Retained Employees under any welfare benefit plan or Canadian Welfare Plan is terminated prior to the end of the plan year that includes the Closing Datedate hereof, the Purchaser shall credit the Retained Employee with any expenses that were covered by such welfare benefit plan(s) or Canadian Welfare Plan(s) for purposes of determining deductibles, co-pays co‑pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's ’s service with the Company and its Affiliates prior to the ClosingClosing Date, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Date; provided, that no such credit shall be provided for purposes of any defined benefit pension plan, for purposes of qualifying for subsidized early retirement benefits or retiree medical benefits or to the extent it would result in a duplication of benefits, (ii) shall use commercially reasonable efforts to allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care disability insurance) without regard to preexisting preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the ClosingClosing Date, and (iii) if coverage for Retained Employees under any Welfare Plan is terminated prior shall use commercially reasonable efforts to the end of the plan year that includes the Closing Date, shall credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plansplans if any Welfare Plan is terminated prior to the end of the plan year that includes the Closing Date.

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and or its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's ’s service with the Company and its Affiliates prior to the ClosingClosing Date, to the same extent recognized by the Company or and its Subsidiaries Affiliates or any predecessor thereof as of the Closing Date, (ii) shall allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting preexisting-condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the ClosingClosing Date, and (iii) if coverage for Retained Employees under any of the Welfare Plan is Plans are terminated prior to the end of the plan year that includes the Closing Date, the Purchaser shall credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) the Plans for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's ’s service with the Company and its Affiliates prior to the ClosingClosing Date, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Date, (ii) shall allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the ClosingClosing Date, and (iii) if coverage for Retained Employees under any Welfare Plan or Canadian Benefit is terminated prior to the end of the plan year that includes the Closing Date, the Purchaser shall credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) or Canadian Benefit Plan(s), as applicable, for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the Closing, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's service with the Company and its Affiliates prior to the Closing, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing DateClosing, in each case subject to offsets for previously accrued benefits to the extent necessary to avoid the duplication of benefits. The Purchaser shall use commercially reasonable efforts to cause each welfare benefit in which the Retained Employees may be eligible to participate (iiincluding, if applicable, medical, life insurance, long‑term disability insurance and long‑term care insurance) shall to allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting condition preexisting‑condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the Closing, and (iii) if coverage for . If any Company Plan that is a Welfare Plan or any other welfare plan of the Purchaser in which the Retained Employees under any Welfare Plan participate following the Closing Date is terminated prior to the end of the plan year that includes the Closing Datedate hereof, the Purchaser shall use commercially reasonable efforts to credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) plans for purposes of determining deductibles, co-pays co‑pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under all any benefit plan or personnel policies that cover the Retained Employee after the ClosingClosing Date, including any vacation, sick leave and severance policies, for purposes of eligibility, vesting and entitlement to vacation, sick leave and severance benefits for the Retained Employee's ’s service with the Company and its Affiliates prior to the ClosingClosing Date, to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing Date, except to the extent such service credit would result in any duplication of benefit and (ii) shall use commercially reasonable efforts to allow such Retained Employees to participate in each plan providing welfare benefits (including medical, life insurance, long-term disability insurance and long-term care insurance) without regard to preexisting condition limitations, waiting periods, evidence of insurability or other exclusions or limitations not imposed on the Retained Employee by the corresponding Plans immediately prior to the ClosingClosing Date, and (iii) if coverage for Retained Employees under any Welfare Plan is terminated prior to the end of the plan year that includes the Closing Date, the Purchaser shall credit the Retained Employee with any expenses that were covered by such Welfare Plan(s) for purposes of determining deductibles, co-pays and other applicable limits under any similar replacement plans.