Common use of Employee Service Credit Clause in Contracts

Employee Service Credit. The Purchaser shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under 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, 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 (including, if applicable, medical, life insurance, long‑term disability insurance and long‑term care insurance) to allow such Retained Employees to participate 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. If any Company Plan that is a Welfare Plan or any other welfare plan of the Purchaser in which the Retained Employees participate following the Closing Date is terminated prior to the end of the plan year that includes the date hereof, the Purchaser shall use commercially reasonable efforts to credit the Retained Employee with any expenses that were covered by such plans for purposes of determining deductibles, co‑pays and other applicable limits under any similar replacement plans.

Employee Service Credit. The Purchaser shall give, or cause Employees of the Company and its Subsidiaries shall receive credit for their service on or prior to give, each Retained Employee credit under any benefit plan or personnel policies that cover the Retained Employee after Effective Time with the Closing, including any vacation, sick leave and severance policies, Company for purposes of eligibilitydetermining eligibility to participate, vesting vesting, and, solely with respect to vacation and entitlement to vacationsick leave, sick leave and severance level of benefits for the Retained Employee's service with (but not benefit accrual) under any “employee benefit plan”, as defined in Section 3(3) of ERISA, established or maintained by the Company and its Affiliates prior under which each employee of the Company may be eligible to participate on or after the ClosingEffective Time (collectively, “New Plans”) to the same extent recognized by the Company or its Subsidiaries or any predecessor thereof as of the Closing, in each case subject to offsets for previously accrued benefits comparable Benefit Plans immediately prior to the extent necessary to avoid the Closing and as would not result in duplication of benefits. The Purchaser shall To the extent any employee of the Company participates in a New Plan that is a welfare plan or arrangement of Buyer during the twelve (12) month period immediately following the Closing Date (a “Buyer Welfare Plan”), Buyer will, to the extent permitted by applicable Law and any insurer (including any stop-loss insurer) or service provider under the applicable Buyer Welfare Plan, use commercially reasonable efforts to cause each welfare benefit in all (a) pre-existing condition limitations which otherwise would be applicable to such employee of the Retained Employees may Company and his or her covered dependents under any such Buyer Welfare Plan that is a group health plan to be eligible waived to participate (including, if applicable, medical, life insurance, long‑term disability insurance and long‑term care insurance) the extent satisfied under a Benefit Plan comparable to allow such Retained Employees to participate 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 Buyer Welfare Plan immediately prior to the Closing. If any Closing Date or, if later, immediately prior to such employee’s commencement of participation in such Buyer Welfare Plan, (b) participation waiting periods under each Buyer Welfare Plan that would otherwise be applicable to such employee of the Company to be waived to the same extent waived or satisfied under the Benefit Plan comparable to such Buyer Welfare Plan immediately prior to the Closing or, if later, immediately prior to such employee’s commencement of participation in such Buyer Welfare Plan and (c) co-payments and deductibles paid by employees of the Company under a Benefit Plan that is a group health plan in the plan year in which the Effective Time occurs to be credited for purposes of satisfying any applicable deductible or out of pocket requirement under any comparable Buyer Welfare Plan that is a group health plan. Nothing in this Section 7.6 or any other provision of this Agreement, is intended to, or will be construed to, (a) confer upon any employee of the Company or any other Person other than the parties, in their respective capacities as Stockholders, to this Agreement any rights or remedies hereunder; (b) limit the right or ability of the Company, Buyer or any of Buyer’s Affiliates to terminate the employment of (or modify the terms and conditions of employment of) any employee of the Company, Buyer or any of Buyer’s Affiliates following the Closing, (c) establish or amend any Benefit Plan or any benefit plan, program, policy or arrangement of Buyer or any of Buyer’s Affiliates; or (d) limit the rights of the Company, Buyer or any of Buyer’s Affiliates to establish, amend or terminate any Benefit Plan or any other welfare plan of benefit plan, program, policy or arrangement, whether before or after the Purchaser in which the Retained Employees participate following the Closing Date is terminated prior to the end of the plan year that includes the date hereof, the Purchaser shall use commercially reasonable efforts to credit the Retained Employee with any expenses that were covered by such plans for purposes of determining deductibles, co‑pays and other applicable limits under any similar replacement plansClosing.

Employee Service Credit. The Purchaser Parent (i) shall give, or cause the Company and its Subsidiaries to give, each Retained Employee credit under any health and welfare benefit plan or personnel policies plans that cover the Retained Employee after the Closing, including any vacation, sick leave and severance policiesClosing Date, 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 ClosingClosing Date, in each case subject to offsets for previously accrued benefits to the extent necessary to avoid the duplication of benefits. The Purchaser and (ii) shall use commercially reasonable efforts to cause each welfare benefit in which the Retained Employees may be eligible to participate (including, if applicable, medical, life insurance, long‑term disability insurance and long‑term care insurance) 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. If any Company Plan that is Closing Date, except, in all cases, (x) as would cause a Welfare Plan duplication of benefits or any other welfare plan coverage for the same period of the Purchaser in which the Retained Employees participate following the Closing Date is terminated prior service, (y) to the end of extent such credit was not recognized under the plan year that includes the date hereofcorresponding Plans or (z) for defined benefit pension plans, the Purchaser equity or equity-based plans or long-term incentive plans. Parent shall use commercially reasonable efforts to credit the cause any eligible expenses incurred by such Retained Employee with and his or her covered dependents to be taken into account under any expenses that were covered by such replacement health benefit plans for purposes of determining deductiblessatisfying all deductible, co‑pays coinsurance and other maximum out-of-pocket requirements applicable limits under any similar to such Retained Employee and his or her covered dependents as if such amounts had been paid in accordance with such replacement plansplan in the plan year in which the Closing occurs.

Employee Service Credit. The Purchaser shall give, or cause the Company and its Subsidiaries to give, Buyer agrees that each Retained Employee shall, as of the Effective Time, receive full credit under 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 Subsidiaries prior to the ClosingEffective Time for purposes of determining eligibility to participate and vesting (but not for purposes of benefit accrual, to except that such service will be counted for purposes of determining PTO and severance benefits) under the same extent recognized by benefit and compensation plans, programs, agreements, arrangements and policies of Buyer or the Company or its Subsidiaries Surviving Corporation or any predecessor thereof as of their Affiliates (excluding, for the Closingavoidance of doubt, with respect to any equity or equity-related awards or other incentive awards granted after the Effective Time and any defined benefit pension benefits); provided, however, that nothing herein shall result in each case subject to offsets for previously accrued benefits to the extent necessary to avoid the duplication of benefitsany benefits for the same period of service. The Purchaser With respect to each health or welfare benefit plan maintained by Buyer or the Surviving Corporation or any of their Affiliates, Buyer shall use its commercially reasonable efforts to (i) cause each welfare benefit in which the Retained Employees may to be eligible to participate (including, if applicable, medical, life insurance, long‑term disability insurance and long‑term care insurance) to allow such Retained Employees to participate without regard to preexisting‑condition limitations, waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan to the extent such were waived or other exclusions satisfied under the comparable health or limitations not imposed on welfare benefit plan of the Retained Employee by the corresponding Plans Company immediately prior to the Closing. If Effective Time; and (ii) cause each Retained Employee to be given credit under such plan for all amounts paid by such Retained Employee under any Company similar Benefit Plan that is a Welfare Plan or any other welfare plan of the Purchaser in which the Retained Employees participate following the Closing Date is terminated prior to the end of for the plan year that includes the date hereof, the Purchaser shall use commercially reasonable efforts to credit the Retained Employee with any expenses that were covered by such plans Effective Time for purposes of determining applying deductibles, co‑pays co-payments and other applicable limits under any similar replacement plansout-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Buyer or the Surviving Corporation or their Affiliates, as applicable, for the plan year in which the Effective Time occurs.