Common use of Employment and Benefits Arrangements Clause in Contracts

Employment and Benefits Arrangements. (a) Within a reasonable period of time after the Effective Time (expected to be on or about December 1, 2019, subject to any delays in the Closing Date), the Buyer shall enroll each individual who is employed by the Company immediately prior to the Effective Time and who remains employed thereafter by the Surviving Corporation or the Buyer (each a “Continuing Employee”) in the Buyer’s employee benefit plans (including any severance plans) for which such employees are eligible (the “Buyer Plans”), providing for benefits that, in the Buyer’s discretion, are substantially similar in the aggregate to the benefits provided by the Buyer to its employees who are generally similarly situated (i.e. regular full time, part-time, temporary, intern) to such Employees, and the Buyer shall, to the extent permissible under such Buyer Plan, recognize the prior service with the Company of each of such Employees for purposes of eligibility to participate and vesting (but not benefit accruals) under the Buyer Plans. Buyer shall take commercially reasonable efforts to cause each applicable Buyer Plan to waive, to the extent permitted by applicable Law and the relevant insurance carriers, eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations. To the extent permitted by applicable Law and the relevant insurance carriers and to the extent applicable in the plan year that contains the Closing Date and subject to the timing of the addition of the Continuing Employees to the Buyer Plans and subject to the reasonable cooperation of the applicable Employees, Employees shall be given credit under the applicable Buyer Plan for amounts paid during the calendar year in which the Closing Date occurs under a corresponding benefit plan of the Company for purposes of applying deductibles, co-payments and out-of-pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the Buyer Plan. 61

Employment and Benefits Arrangements. (a) Within a reasonable period of time after the Effective Time (expected to be on or about December 1, 2019, subject to any delays in the Closing Date)Time, the Buyer shall enroll each individual who is employed by the Company immediately prior to the Effective Time Continuing Employees and who remains employed thereafter by the Surviving Corporation or the Buyer (each a “Continuing Employee”) Non-Signing Employees in the Buyer’s employee benefit plans (including any severance plans) for which such employees are eligible (the “Buyer Plans”), providing for benefits that, in the Buyer’s discretion, are substantially similar in the aggregate to the benefits provided by the Buyer to its employees (excluding the Continuing Employees and Non-Signing Employees) who are generally similarly situated (i.e. regular full time, part-time, temporary, intern) to such Employees, and the Buyer shall, to the extent permissible under such Buyer Plan, recognize the prior service with the Company of each of such Employees for purposes of eligibility to participate and vesting (but not benefit accruals) under the Buyer Plans. Buyer shall take commercially reasonable efforts to cause each applicable Buyer Plan to waive, to the extent permitted by applicable Law and the relevant insurance carriers, eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations. To the extent permitted by applicable Law and the relevant insurance carriers and to the extent applicable in the plan year that contains the Closing Date and subject to the timing of the addition of the Continuing Employees and Non-Signing Employees to the Buyer Plans and subject to the reasonable cooperation of the applicable EmployeesEmployee, the Continuing Employees and Non-Signing Employees shall be given credit under the applicable Buyer Plan for amounts paid during the calendar year in which the Closing Date occurs under a corresponding benefit plan of the Company for purposes of applying deductibles, co-payments and out-of-pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the Buyer Plan. 61Notwithstanding the forgoing, the provisions of this Section 5.6(a) shall not apply to the employees of the German Sub.

Employment and Benefits Arrangements. (a) Within a reasonable period Prior to the Closing, Seller shall transfer to the Company the employment of time after each employee who primarily performs services for the Effective Time (expected to be on or about December 1, 2019, subject to any delays in the Closing Date), the Buyer shall enroll each individual Business but who is not employed by the Company immediately or its Subsidiaries and shall take such actions as are necessary to fully vest all Employees’ account balances under the Orthofix Deferred Compensation Plan; provided that the employment of the direct sales representatives employed by Orthofix Limited (formerly known as Intavent Orthofix Limited) who primarily sell Breg products shall not be transferred to the Company prior to the Effective Time Closing. Buyer agrees to use commercially reasonable efforts so that, during the period commencing at the Closing and ending on first anniversary of the Closing Date, the Employees who remains employed thereafter by the Surviving Corporation or the Buyer (each a “Continuing Employee”) in the Buyer’s employee benefit plans (including are salaried employees and not subject to any severance plans) for which such employees are eligible collective-bargaining agreement (the “Salaried Employees”) will, while employed by Buyer Plans”)or its Subsidiaries, providing for be provided with compensation opportunities and welfare benefits that, in the Buyer’s discretion, which are substantially similar comparable in the aggregate to the benefits those (excluding equity-based compensation) provided by the Buyer to its employees who are generally similarly situated (i.e. regular full time, part-time, temporary, intern) to such Employees, and Salaried Employees as of the Buyer shall, to date of this Agreement. If permitted under the extent permissible under such Buyer Plan, recognize the prior service with the Company terms of each of such Employees for purposes of eligibility to participate and vesting (but not benefit accruals) under applicable plan, after the Buyer Plans. Closing, Buyer shall take use commercially reasonable efforts to cause each applicable any employee benefit plan of Buyer Plan in which employees of the Company or its Subsidiaries (“Employees”) are eligible to waiveparticipate to credit, for purposes of eligibility and vesting thereunder (other than vesting of future equity awards), and for purposes of determination of levels of benefits for any vacation and severance benefits (but not for purposes of benefit accrual under defined benefit pension or similar plans), service by the Employees with Seller and the Seller Affiliates as if such service were with Buyer, to the same extent permitted by applicable Law and such service was credited under a comparable Plan. Notwithstanding anything herein to the relevant insurance carrierscontrary, eligibility waiting periods, evidence no such crediting of insurability requirements and pre-existing condition limitations. To the extent permitted by applicable Law and the relevant insurance carriers and service shall be required to the extent applicable it would result in the plan year that contains the Closing Date and subject to the timing a duplication of benefits. As of the addition of Closing, the Continuing Employees to the Buyer Plans and subject to the reasonable cooperation of the applicable Employees, Employees shall be given credit cease to participate in and accrue benefits under the applicable Buyer any Plan for amounts paid during the calendar year in which the Closing Date occurs under that is not a corresponding benefit plan of the Company for purposes of applying deductibles, co-payments and out-of-pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the Buyer Plan. 61Nothing contained in this Agreement shall (i) constitute or be deemed an amendment to any Plan or Company Plan or any other compensation or benefit plan, program or arrangement, (ii) shall alter or limit Buyer’s, the Company’s or its Subsidiaries’ ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement, (iii) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time by reason of this Agreement, or any right to a particular term or condition of employment, or (iv) is intended to confer upon any individual (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Employment and Benefits Arrangements. (a) Within a reasonable period of time As promptly as reasonably practicable after the Effective Time (expected to be on or about December 1, 2019, subject to any delays in the Closing Date)Time, the Buyer shall enroll each individual who is employed by the Company immediately prior to the Effective Time and who remains employed thereafter by the Surviving Corporation or the Buyer (each a “Continuing Employee”) Employees in the Buyer’s employee benefit plans (including any severance plans) for which such employees are eligible (the “Buyer Plans”), providing for benefits that, in the Buyer’s discretion, are substantially similar in the aggregate to the benefits provided by the Buyer to its employees (excluding the Continuing Employees) who are generally similarly situated (i.e. regular full time, part-time, temporary, intern) to such Continuing Employees, and the Buyer shall, to the extent permissible under such Buyer Plan, recognize the prior service with the Company of each of such the Continuing Employees for purposes of eligibility to participate and vesting (but not benefit accruals) under the Buyer Plans. Buyer shall take commercially reasonable efforts to cause each Each applicable Buyer Plan to shall waive, to the extent permitted by applicable Law and the relevant insurance carriers, eligibility waiting periods, evidence of insurability requirements and pre-existing condition limitations. To the extent permitted by applicable Law and the relevant insurance carriers and to the extent applicable in the plan year that contains the Closing Date and subject to the timing of the addition of the Continuing Employees to the Buyer Plans and subject to the reasonable cooperation of the applicable EmployeesContinuing Employee, the Continuing Employees shall be given credit under the applicable Buyer Plan for amounts paid during the calendar year in which the Closing Date occurs under a corresponding benefit plan of the Company for purposes of applying deductibles, co-payments and out-of-out of pocket maximums, as though such amounts had been paid in accordance with the terms and conditions of the Buyer Plan. 61.