Common use of Participation in Purchaser Benefit Plans Clause in Contracts

Participation in Purchaser Benefit Plans. (a) Effective as of the Closing Date, except as otherwise provided in this Article VI, each Transferred Employee shall cease to participate in any Seller Benefit Plan (other than as a former employee of Seller and its Subsidiaries to the extent, if any, permitted by the terms of such Seller Benefit Plan). Effective from and after the Closing Date, Purchaser shall, or shall cause its applicable Subsidiaries to, establish or have in effect Benefit Plans for the benefit of the Transferred Employees (and their dependents and beneficiaries) in accordance with the requirements of this Article VI and Purchaser’s and its Subsidiaries’ offers of employment. (b) From and after the Closing Date, Purchaser shall, and shall cause its applicable Subsidiaries to, recognize the service of the Transferred Employees prior to the Closing Date with Seller or any of its Affiliates and any of their respective predecessors as service with Purchaser for the purposes of eligibility and vesting, and for the purposes of benefit accrual under vacation and paid time off, under the Purchaser Benefit Plans, except to the extent the recognition of such service would result in the duplication of benefits for the same period of service. With respect to any Purchaser Benefit Plan that is a medical, dental, other health, life insurance or disability plan, Purchaser shall, and shall cause its Subsidiaries to, (a) waive or cause to be waived any pre-existing condition exclusions and requirements that would result in a lack of coverage of any pre-existing condition of a Transferred Employee (or any dependent thereof) that would have been covered under the Seller Benefit Plan in which such Transferred Employee (or eligible and enrolled dependent thereof) was a participant immediately prior to the Closing Date, and credit or cause to be credited any time accrued against applicable waiting periods relating to such pre-existing condition and (b) waive any health eligibility, actively-at-work or medical examination requirements under the Purchaser Benefit Plans. (c) Purchaser agrees to cause its tax-qualified defined contribution plan for U.S. employees to allow each Transferred Employee who has one or more account balances in Seller’s tax-qualified 401(k) plan to make a “direct rollover” of such account balances (including promissory notes evidencing all outstanding loans but excluding any Seller stock) from Seller’s defined contribution plan if such Transferred Employee elects to make such a rollover.

Participation in Purchaser Benefit Plans. (a) Effective as of the Closing Date, except as otherwise provided in this Article VI, each Transferred Employee shall cease to participate in any Seller Benefit Plan (other than as a former employee of Seller and its Subsidiaries to the extent, if any, permitted by the terms of such Seller Benefit Plan). Effective from and after the Closing DateClosing, Purchaser shall, or shall cause its applicable Subsidiaries to, establish or have in effect Benefit Plans for the benefit of the Transferred Employees (and their dependents and beneficiaries) in accordance with the requirements of this Article VI and Purchaser’s and its Subsidiaries’ offers of employment. (b) From and after the Closing Date, Purchaser shall, and shall cause its applicable Subsidiaries to, recognize the service of the Transferred Employees prior to the Closing Date with Seller or any of its Affiliates and any of their respective predecessors as service with Purchaser for the all purposes of eligibility and vesting, and for the purposes of benefit accrual under vacation and paid time off, under the Purchaser Benefit Plans, including eligibility to participate, vesting, level of benefits and, for purposes of severance and vacation benefits, benefit accrual, except to the extent the recognition of such service would result in the duplication of benefits for the same period of service. From and after the Closing Date, each Transferred Employee shall immediately be eligible to participate, without any waiting time, in any and all Purchaser Benefit Plans. With respect to any Purchaser Benefit Plan that is a medical, dental, or other health, life insurance or disability health plan, Purchaser shall, and shall cause its Subsidiaries to, (ai) waive or cause to be waived any pre-existing condition exclusions and requirements that would result in a lack of coverage of any pre-existing condition of a Transferred Employee (or any dependent thereof) that would have been covered under the Seller Benefit Plan in which such Transferred Employee (or eligible and enrolled dependent thereof) was a participant immediately prior to the Closing Date, and credit or cause to be credited any time accrued against applicable waiting periods relating to such pre-existing condition and (bii) waive any health eligibility, actively-at-work or medical examination requirements under the Purchaser Benefit Planssuch plans. (c) Purchaser agrees to cause its tax-qualified defined contribution plan for U.S. employees to allow each Transferred Employee who has one or more account balances in Seller’s tax-qualified 401(k) plan to make a “direct rollover” of such account balances (including promissory notes evidencing all outstanding loans but excluding any Seller stockloans) from Seller’s defined contribution plan if such Transferred Employee elects to make such a rollover.

Participation in Purchaser Benefit Plans. (a) Effective as of the Closing Date, except as otherwise provided in this Article VI, each Transferred Employee shall cease to participate in any Seller Benefit Plan (other than as a former employee of Seller and its Subsidiaries to the extent, if any, permitted by the terms of such Seller Benefit Plan). Effective from and after the Closing DateClosing, Purchaser shall, or shall cause its applicable Subsidiaries to, establish or have in effect Benefit Plans for the benefit of the Transferred Employees (and their dependents and beneficiaries) in accordance with the requirements of this Article VI and Purchaser’s and its Subsidiaries’ offers of employment. (b) From and after the Closing Date, Purchaser shall, and shall cause its applicable Subsidiaries to, recognize the service of the Transferred Employees (other than Non-U.S. TEs) prior to the Closing Date with Seller or any of its Affiliates and any of their respective predecessors as service with Purchaser for the purposes of eligibility to participate and vesting, and for the purposes of benefit accrual vesting under vacation and Purchaser Benefit Plans providing paid time off, service awards and, for Transferred Employees located in the United States, severance benefits, as well as for purposes of vesting under the Purchaser Benefit PlansPurchaser’s 401(k) plan, in any case except to the extent the recognition of such service would result in the duplication of benefits for the same period of service. From and after the Closing Date, each Transferred Employee shall immediately be eligible to participate, without any waiting time, in any and all Purchaser Benefit Plans. With respect to any Purchaser Benefit Plan that is a medical, dental, dental other health, life insurance or disability plan, to the extent permitted by the applicable Purchaser Benefit Plan, Purchaser shall, and shall cause its Subsidiaries to, (ai) waive or cause to be waived any pre-existing condition exclusions and requirements that would result in a lack of coverage of any pre-existing condition of a Transferred Employee (or any dependent thereof) that would have been waived or covered under the Seller Benefit Plan in which such Transferred Employee (or eligible and enrolled any dependent thereof) was a participant immediately prior to the Closing Date, and credit or cause to be credited any time accrued against applicable waiting periods relating to such pre-existing condition conditions and (bii) waive any health eligibility, actively-at-actively at work or medical examination requirements under the Purchaser Benefit PlansPlans to the same extent such requirements would have been waived or satisfied under the applicable Seller Benefit Plan in which the Transferred Employee was a participant immediately prior to the Closing. (c) For purposes of determining the amount of vacation benefits to which each Transferred Employee whose accrued vacation is not paid out by Sellers pursuant to Section 6.02(a) shall be entitled under the Purchaser Benefit Plans following the Closing, Purchaser shall assume and honor Seller’s Liabilities with respect to all vacation benefits accrued or earned but not yet used by such Transferred Employee under the Seller Benefit Plans, any collective bargaining agreement or other collective agreement, or applicable Law, as of the Closing Date. (d) Purchaser agrees to cause its tax-qualified defined contribution plan for U.S. employees to allow each Transferred Employee who has one or more account balances in Seller’s tax-qualified 401(k) plan to make a “direct rollover” of such account balances (but not including promissory notes evidencing all any outstanding loans but excluding any Seller stockloans) from Seller’s defined contribution plan if such Transferred Employee elects to make such a rollover. At Closing, Seller will vest account balances of Transferred Employees under Seller’s 401(k) plan.

Participation in Purchaser Benefit Plans. (a) Effective as of the Closing Date, except as otherwise provided in this Article VIVII, each Transferred Employee shall cease to participate in any Seller Benefit Plan (other than as a former employee of Seller and its Subsidiaries to the extent, if any, permitted by the terms of such Seller Benefit Plan). Effective from and after as of the Closing Date, Purchaser shall, or shall cause its applicable Subsidiaries to, establish or have in effect Benefit Plans for the benefit of the Transferred Employees (and their dependents eligible dependents) to be eligible to participate in the Purchaser Benefit Plans in which similarly situated employees of Purchaser and beneficiaries) its Subsidiaries are eligible to participate in accordance with the requirements of this Article VI VII and Purchaser’s and its Subsidiaries’ offers of employment. (b) From and after the Closing Date, Purchaser shall, and shall cause its applicable Subsidiaries to, recognize the service of the Transferred Employees prior to the Closing Date with Seller or any of its Affiliates and any of their respective predecessors as service with Purchaser or the applicable Subsidiary for the all purposes under all of eligibility and vesting, and for the purposes of benefit accrual under vacation and paid time off, under the Purchaser Benefit Plans, including eligibility to participate, vesting and level of benefits (but not benefit accrual), except to the extent the recognition of such service would result in the duplication of benefits for the same period of service. With respect to any Purchaser Benefit Plan that is a medical, dental, other health, life insurance or disability plan, Purchaser shall, and shall cause its Subsidiaries to, (ai) waive or cause to be waived any pre-existing condition exclusions and requirements that would result in a lack of coverage of any pre-existing condition of a Transferred Employee (or any dependent thereof) that would have been covered under the Seller Benefit Plan in which such Transferred Employee (or eligible and enrolled dependent thereof) was a participant immediately prior to the Closing Date, and credit or cause to be credited any time accrued against applicable waiting periods relating to such pre-existing condition condition, (ii) ensure that any medical, dental or other health expenses incurred by a Transferred Employee (or family member thereof) in the calendar year that includes the Closing Date is recognized for purposes of calculating any deductible, co-payment, out-of-pocket maximum, benefit limitations or similar provisions for such calendar year under the Purchaser Benefit Plans and (biii) waive any health eligibility, actively-at-work or medical examination requirements under the Purchaser Benefit Plans, subject, in each case, to any applicable consent by a third party provider of coverage, such as an insurance company. (c) Without limiting the generality of the foregoing provisions of this Article VII, Transferred Employees who were participating in Seller’s flexible spending account plan (the “Seller’s Flex Plan”) immediately prior to the Closing Date (“Transferred Flex Plan Participants”) shall become participants in Purchaser’s flexible spending account plan (the “Purchaser’s Flex Plan”) as of the Closing Date. For the plan year of the Purchaser’s Flex Plan in which the Closing Date occurs, (i) each Transferred Flex Plan Participant shall have the same level of coverage provided to such Transferred Flex Plan Participant under the Seller’s Flex Plan prior to the Closing Date, (ii) the salary reduction elections that were in effect with respect to the Transferred Flex Plan Participants under the Seller’s Flex Plan immediately prior to the Closing Date shall be treated as if made under the Purchaser’s Flex Plan and (iii) the Transferred Flex Plan Participants shall be treated as if their participation in the Purchaser’s Flex Plan had been continuous from the beginning of such plan year. At or prior to the Closing Date, Seller shall transfer to Purchaser, in cash, an amount equal to the difference between (i) the total amount contributed to the Seller’s Flex Plan by Transferred Flex Plan Participants (through payroll deductions or otherwise) for the period beginning on January 1 of the year in which the Closing Date occurs and ending on the Closing Date (the “Coverage Period”), and (ii) the total payments from the Seller’s Flex Plan for the Coverage Period (determined as of the Closing Date) but not less than zero. (d) Purchaser agrees to cause its tax-qualified defined contribution plan for U.S. employees to allow each Transferred Employee who has one or more account balances in Seller’s tax-qualified 401(kSavings and Profit Sharing Plan (“Seller’s Savings Plan”) plan to make a “direct rollover” of such account balances (including promissory notes evidencing all outstanding loans but excluding any Seller stock) from Seller’s defined contribution plan Savings Plan if such Transferred Employee elects to make such a rollover. Notwithstanding anything herein to the contrary, Transferred Employees shall not be eligible to make a rollover of any outstanding loans under the Seller’s Savings Plan into the Purchaser’s tax-qualified defined contribution plans.