Common use of New Plans Clause in Contracts

New Plans. Parent and the Surviving Corporation will use commercially reasonable efforts to cause (i) each Continuing Employee to be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by Parent and its Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any New Plan replaces coverage pursuant to a comparable Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability or other welfare benefits to any Continuing Employee, all waiting periods, pre-existing conditions or limitations, physical examination requirements, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents (to the same extent such conditions, limitations or requirements were met or otherwise not applicable to such Continuing Employee under the Old Plans as of the Effective Time), and any eligible expenses incurred by such Continuing Employee and his or her covered dependents under an Old Plan providing group health benefits during the portion of the plan year of the Old Plan ending on the date that such Continuing Employee’s participation in the corresponding New Plan begins to be given full credit pursuant to such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, offset and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

New Plans. For all purposes under the employee benefit plans of Parent and Merger Subsidiary and their affiliates providing benefits to any Affected Employees after the Surviving Corporation will use commercially reasonable efforts Effective Time (the “New Plans”), each Affected Employee shall receive credit for his or her service with the Company, the Company Subsidiaries and their affiliates before the Effective Time for purposes of eligibility, vesting and benefit accrual (other than benefit accrual under a New Plan that is a defined benefit plan, as defined in Section 3(35) of ERISA) to cause the same extent as such Affected Employee was entitled, before the Effective Time, to credit for such service under any similar or comparable Company Benefit Plan. In addition, and without limiting the generality of the foregoing: (i) At and after the Effective Time, each Continuing Affected Employee to immediately shall be immediately eligible to participate, without any waiting period, in any and all employee benefit plans sponsored by Parent and its Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans”) Plans to the extent that coverage pursuant to any under such New Plan replaces coverage pursuant to under a similar or comparable Company Benefit Plan in which such Continuing Affected Employee participates participated immediately before the Effective Time (such plans, collectively, the “Old Plans”) and ); and (ii) for For purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability or other welfare pharmaceutical and/or vision benefits to any Continuing Affected Employee, Parent and Merger Subsidiary shall cause all waiting periods, pre-existing conditions or limitations, physical examination requirements, evidence of insurability requirements condition limitations and exclusions and all actively-at-work or similar requirements of such New Plan to be waived for such Continuing Affected Employee and his or her covered dependents (but only to the same extent that such conditionslimitations, limitations exclusions and requirements would have been waived (or requirements were met or otherwise not applicable to such Continuing Employee inapplicable) under the comparable Old Plans as of the Effective TimePlans), and Parent and Merger Subsidiary shall cause any eligible expenses incurred by such Continuing Employee employee and his or her covered dependents under an Old Plan providing group health benefits during the portion of the plan year of the Old Plan ending on the date that such Continuing Employeeemployee’s participation in the corresponding New Plan begins to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, offset coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents dependants for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

New Plans. For all purposes under the employee benefit plans of Buyer Parent and its Affiliates providing benefits to any Business Employees after the Surviving Corporation will use Closing (the “New Plans”), each Business Employee shall be credited with his or her years of service with the Seller Parties (or its Affiliates, as applicable) before the Closing, to the same extent as such Business Employee was entitled, before the Closing, to credit for such service under any similar Company Plans to the extent that is possible under the New Plans on commercially reasonable efforts terms and in accordance with applicable Law. In addition, and without limiting the generality of the foregoing, to cause the extent that is possible under the New Plans on commercially reasonable terms and in accordance with applicable Law: (i) each Continuing Business Employee to shall be immediately eligible to participate, without any waiting periodtime, in any and all employee benefit plans sponsored by Parent and its Subsidiaries (other than the Company Benefit Plans) (such plans, the “New Plans”) to the extent that coverage pursuant to any New Plan replaces coverage pursuant to a comparable Company Benefit Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, the “Old Plans”) and ; (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision, disability or other health and welfare benefits to any Continuing Business Employee, Buyer Parent shall cause all waiting periods, pre-existing conditions or limitationscondition exclusions, physical examination requirements, evidence of insurability requirements waiting periods and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee employee and his or her covered dependents; and (iii) for purposes of each New Plan providing group health benefits (including medical, dental, pharmaceutical and/or vision) to any Business Employee, Buyer Parent shall cause any eligible expenses incurred by such employee and his or her covered dependents (to the same extent such conditions, limitations or requirements were met or otherwise not applicable to such Continuing Employee under the Old Plans as of the Effective Time), and any eligible expenses incurred by such Continuing Employee and his or her covered dependents under an Old Plan providing group health benefits during the portion of the plan year of the Old Company Plan in which such Business Employee participated immediately before the Closing ending on the date that such Continuing Employeeemployee’s participation in the corresponding New Plan begins to be given full credit pursuant to taken into account under such New Plan for purposes of satisfying all deductible, co-payments, coinsurance, offset coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.