Common use of Post-Closing Benefits Clause in Contracts

Post-Closing Benefits. From the Closing Date and for a period of two (2) years thereafter, Buyer shall cause the Banner Companies to provide to the employees of such Banner Companies employee benefits (except for the Banner LTIPs and the Retention Plan) that are, in the aggregate, substantially comparable to those that are provided to Buyer’s employees who are similarly situated. With respect to any benefits plans of Buyer in which such employees participate after the Closing Date, Buyer shall use reasonable efforts to: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; provided, however, that no such waiver shall apply to a pre-existing condition of any such employee who was, as of the Closing Date, excluded from participation in a benefit plan of Seller or a Banner Company by nature of such pre-existing condition to the extent permitted by law; (ii) provide each such employee with credit for any co-payments and deductibles paid prior to the Closing Date during the year in which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; and (iii) recognize all service of such employees with the Banner Company for purposes of eligibility to participate, vesting credit, entitlement for benefits and benefit accrual (excluding accrual under a defined benefit pension plan and a retiree medical plan) in any benefit plan in which such employees may be eligible to participate after the Closing Date, except to the extent such treatment would result in duplicative benefits. Nothing contained herein, express or implied: (i) shall alter or limit the ability of Buyer or any of its Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, terminate any employee or alter the terms of any employee’s employment (in each case, subject to compliance with the terms of any written employment agreement); (ii) shall be deemed to be a guarantee of employment for any employee; or (iii) is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.

Post-Closing Benefits. From (a) On the date following the Closing Date and for a period of two twelve (212) years months thereafter, Buyer Purchaser shall cause provide the Banner Companies Continuing Employees (i) annual base salary or annual wage rate, as applicable, commission-based and/or target annual cash incentive opportunities, and severance, in each case that are at least the same as those provided to provide such Continuing Employees immediately prior to the employees of such Banner Companies Closing Date; and (ii) other employee benefits, including, without limitation, retirement benefits and health and welfare benefits (except for the Banner LTIPs and the Retention Plan) that but excluding defined benefit or post-retirement welfare benefits, equity or other long-term compensation, termination, perquisites or other non-ordinary course benefits), at levels which are, in the aggregate, substantially comparable similar to those that are provided to Buyer’s employees who are similarly situated. With respect to any benefits plans of Buyer in which such employees participate after the Closing Date, Buyer shall use reasonable efforts to: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; provided, however, that no such waiver shall apply to a pre-existing condition of any such employee who was, as of the Closing Date, excluded from participation in a benefit plan of Seller or a Banner Company by nature of such pre-existing condition to the extent permitted by law; (ii) provide each such employee with credit for any co-payments and deductibles paid Continuing Employees immediately prior to the Closing Date during (and disclosed on Section 4.19(a) of the year Disclosure Schedule or entered into following the date hereof in a manner not in breach of Section 6.1). With respect to each benefit plan, program, practice, policy, or arrangement maintained by Purchaser or its Affiliates in which employees of the Closing Date occurs Company subsequently participate, for purposes of determining eligibility, accrual, and vesting, Purchaser shall use commercially reasonable efforts such that service with the Company or any Company Subsidiary (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Purchaser or its Affiliates, as applicable; provided, that such service shall not be recognized (i) to the extent that such recognition would result in satisfying any a duplication of benefits, (ii) to the extent that such service was not recognized under the applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; and Company Plan, (iii) recognize all service of such employees with the Banner Company for benefit accrual purposes under any defined benefit pension plan or (iv) for purposes of eligibility to participateunder any severance plan of Purchaser (provided that, for the avoidance of doubt, such service shall be recognized for purposes of determining accrual or vesting credit, entitlement for of severance benefits and benefit accrual (excluding accrual or entitlements of such Employee under a defined benefit pension plan and a retiree medical plan) in any benefit plan in which such employees may be eligible to participate after the Closing Date, except to the extent such treatment would result in duplicative benefits. Nothing contained herein, express or implied: (i) shall alter or limit the ability severance plans of Buyer Purchaser or any of its Affiliates to amendfor which such Employee subsequently participates in). Notwithstanding the foregoing, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, terminate any employee or alter the terms of any employee’s employment (i) nothing in each case, subject to compliance with the terms of any written employment agreement); (ii) this Agreement shall be deemed to be a guarantee of employment for any employee; interpreted or (iii) is intended construed to confer upon any Person (including employeesEmployee or Service Provider any right with respect to continuance of employment by or other service with the Company, retireesPurchaser, or dependents any Subsidiary of Purchaser, nor shall this Agreement be interpreted or beneficiaries of employees or retirees) construed to create any right as a third-third party beneficiary rights or interfere in any way with the right of the Company, Purchaser, or any Subsidiary of Purchaser to terminate or change any Employee’s or Service Provider’s employment or other association, compensation, or benefits at any time, or require the Company, Purchaser, or any Subsidiary to continue the employment or services of any Employee or Service Provider following the Closing, and (ii) nothing in this AgreementAgreement shall constitute an amendment of or interfere in any way with the right of the Company, Purchaser, or any Subsidiary of Purchaser to amend, terminate, or otherwise discontinue any or all plans, practices, or policies of the Company, Purchaser, or any Subsidiary of Purchaser in effect from time to time.

Post-Closing Benefits. From (a) For the period from the Closing Date and for a period of two (2) years thereafter, Buyer shall cause the Banner Companies to provide to the employees first anniversary of the Closing (such Banner Companies employee benefits (except period, the “Continuation Period”), Berkshire Hathaway shall maintain or cause to be maintained for the Banner LTIPs and the Retention Plan) that are, in the aggregate, substantially comparable to those that are provided to Buyer’s employees who are similarly situated. With respect to any benefits plans benefit of Buyer in which such employees participate after the Closing Date, Buyer shall use reasonable efforts to: each Company Employee (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; provided, however, that no such waiver shall apply to a pre-existing condition of other than any such employee who wasis covered by the collective bargaining agreement applicable to certain Company Employees, as set forth in Section 6.06(a)(i) of the Xxxxxx Disclosure Schedule (the “Collective Bargaining Agreement”)) (i) a base salary that is no less favorable than such Company Employee’s base salary in effect as of the Closing, (ii) an annual bonus opportunity that is comparable to such Company Employee’s 2014 annual bonus opportunity in effect as of the date of this Agreement, (iii) welfare benefits (excluding severance) that are comparable in the aggregate to those in effect as of the Closing Date(as set forth on Section 6.06(a)(iii) of the Xxxxxx Disclosure Schedule) for Company Employees considered as a group, excluded from participation provided, that any medical benefits will be economically comparable in a benefit plan the aggregate (both with respect to cost to Company Employees and level of Seller or a Banner Company by nature benefits) to such benefits in effect as of such pre-existing condition to the extent permitted by law; (ii) provide each such employee with credit for any co-payments and deductibles paid prior to the Closing Date during for Company Employees considered as a group but may have the year structure and design of a traditional preferred provider organization (PPO) plan, and (iv) retirement benefits that are comparable in which the aggregate to those in effect for such Company Employees as of the Closing Date occurs (as set forth on Section 6.06(a)(iv) of the Xxxxxx Disclosure Schedule), provided, that nothing in satisfying any applicable deductible this Agreement shall require Berkshire Hathaway to maintain or out-of-pocket requirements under any welfare benefit plan in which such employees may cause to be eligible to participate after the Closing Date; and (iii) recognize all service of such employees with the Banner Company for purposes of eligibility to participate, vesting credit, entitlement for benefits and benefit accrual (excluding accrual under maintained a defined benefit pension plan or to provide equity-based compensation to any Company Employee, Berkshire Hathaway may utilize or cause to be utilized a nonqualified deferred compensation plan for purposes of Section 6.06(a)(iv), and any equity-based compensation shall be disregarded for purposes of the obligations of the Berkshire Parties set forth herein. Notwithstanding anything to the contrary in this Agreement, Berkshire Hathaway shall provide or cause to be provided to each Company Employee whose employment is terminated by Berkshire Hathaway or its Affiliates following the Closing and during the Continuation Period for reasons other than for cause (and not as a retiree medical planresult of a resignation by, or the death or disability of, such Company Employee) with severance benefits that are no less favorable than those set forth on Section 6.06(a)(v) of the Xxxxxx Disclosure Schedule. For the avoidance of doubt, the obligations of the Berkshire Parties in this Section 6.06 relate only to Company Employees and not to any benefit plan in which such employees may be eligible to participate employee of the Company or any Subsidiary thereof hired after the Closing Date, except to the extent such treatment would result in duplicative benefits. Nothing contained herein, express or implied: (i) shall alter or limit the ability of Buyer or any of its Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, terminate any employee or alter the terms of any employee’s employment (in each case, subject to compliance with the terms of any written employment agreement); (ii) shall be deemed to be a guarantee of employment for any employee; or (iii) is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this AgreementClosing.

Post-Closing Benefits. From the Closing Date and for For a period of two (2) years thereaftercommencing on the Effective Date through December 31, Buyer 2000, Parent shall provide or cause the Banner Companies to Surviving Corporation provide to the current and former employees of such Banner Companies employee the Company, compensation and benefits (except for the Banner LTIPs and the Retention Plan) that are, are at least comparable in the aggregate, substantially comparable to those that are provided to Buyer’s employees who are similarly situated. With respect to any benefits plans of Buyer the compensation and Benefit Plans currently in which place for such employees participate after the Closing Date, Buyer shall use reasonable efforts to: (i) waive excluding any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees under any welfare benefit plan in which such employees may be eligible to participate after the Closing Dateequity plans; provided, however, that no with respect to employees who are subject to collective bargaining, all compensation and benefits shall be provided in accordance with the applicable collective bargaining agreements. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, credit the each employee and former employee of the Company for their service with the Company and any predecessor entities to the extent credited under such waiver Benefit Plan (and any other service credited by the Company under its benefit plans) prior to the Effective Time for all purposes (including, without limitation, eligibility to participate, vesting, benefit accrual, eligibility to commence benefits and severance) under any benefit plans of Parent or the Surviving Corporation in which the employee or former employee of the Company participate, to the same extent as if such service had been rendered to Parent or any of its subsidiaries; provided, however, that the foregoing shall apply not result in any duplication of benefits for the same period of service. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, recognize any and all appropriate out-of-pocket expenses of each employee or former employee of the Company for purposes of determining such employee's and former employee's (including their beneficiaries and dependents) deductible and co-payment expenses under the Company's medical benefit plans. Parent shall waive, or cause to a be waived, any pre-existing condition limitation under any welfare benefit plan maintained by Parent or any of any such employee who was, as its subsidiaries in which employees of the Closing Date, excluded from participation in a benefit plan of Seller Company (and their respective eligible dependents) will be eligible to participate on or a Banner Company by nature of following the Effective Time to the extent such pre-existing condition to limitation was waived or satisfied under the extent permitted by law; (ii) provide each such employee with credit for any co-payments and deductibles paid prior to the Closing Date during the year in which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; and (iii) recognize all service of such employees with the Banner Company for purposes of eligibility to participate, vesting credit, entitlement for benefits and benefit accrual (excluding accrual under a defined benefit pension plan and a retiree medical plan) in any benefit plan in which such employees may be eligible to participate after the Closing Date, except to the extent such treatment would result in duplicative benefits. Nothing contained herein, express or implied: (i) shall alter or limit the ability of Buyer or any of its Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, terminate any employee or alter the terms of any employee’s employment (in each case, subject to compliance with the terms of any written employment agreement); (ii) shall be deemed to be a guarantee of employment for any employee; or (iii) is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreementcomparable Benefit Plan.

Post-Closing Benefits. From the Closing Date and for For a period of two (2) years thereafternot less than one year following the Effective Time, Buyer Parent shall cause the Banner Companies Surviving Corporation to provide to the maintain a compensation structure and benefit plans for employees of such Banner Companies employee benefits the Company who remain employees of the Surviving Corporation (except for the Banner LTIPs and the Retention Plan"Transferred Employees") that arewith terms that, in the aggregateaggregate for each employee, are substantially comparable to those that are provided to Buyer’s employees who are similarly situatedthe compensation structure and Benefit Plans currently in place for such employees. With respect to any benefits plans of Buyer Parent or its subsidiaries in which such employees the Transferred Employees participate after the Closing DateEffective Time, Buyer Parent shall, or shall cause the Surviving Corporation to, use reasonable best efforts to: (i) waive any limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees Transferred Employees under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; Effective Time (provided, however, that no such waiver shall apply to a pre-existing condition of any such employee Transferred Employee who was, as of the Closing DateEffective Time, excluded from participation in a Company benefit plan of Seller or a Banner Company by nature of such pre-existing condition to the extent permitted by law; condition), (ii) provide each such employee Transferred Employee with credit for any co-payments and deductibles paid prior to the Closing Date Effective Time during the year in which the Closing Date Effective Time occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; Effective Time, and (iii) recognize all service of such employees the Transferred Employees with the Banner Company for all purposes (including without limitation purposes of eligibility to participate, vesting credit, entitlement for benefits benefits, and benefit accrual (excluding accrual under a defined benefit pension plan and a retiree medical planaccrual) in any benefit plan in which such employees may be eligible to participate after the Closing DateEffective Time, except to the extent such treatment would result in duplicative benefits. Nothing contained herein, express or implied: (i) shall alter or limit accrual of benefits for the ability same period of Buyer or any of its Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, terminate any employee or alter the terms of any employee’s employment (in each case, subject to compliance with the terms of any written employment agreement); (ii) shall be deemed to be a guarantee of employment for any employee; or (iii) is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreementservice.

Post-Closing Benefits. From (a) Except as otherwise required by Section 5.01 of the Closing Date and for a period Disclosure Schedule in respect of two (2) years thereafterthe Non-U.S. Asset Seller Employees or where it would be inconsistent with local requirements, Buyer Purchaser shall cause the Banner Companies offers of employment pursuant to Section 5.01 or, where applicable, the continuation of employment with the Target Entities, to provide to the employees of such Banner Companies employee benefits (except for the Banner LTIPs base salary or wages and the Retention Plan) that are, in the aggregate, substantially comparable to those annual bonus opportunity that are provided no less favorable than those in effect for each such Transferred Business Employee immediately prior to Buyer’s employees who are similarly situated. With respect to any benefits plans of Buyer in which such employees participate after the Closing Date, Buyer and employee benefits for the Transferred Business Employees that are no less favorable in the aggregate than those provided as of the date hereof by the Seller Benefit Plans set forth in Section 3.01(t)(ii) of the Disclosure Schedule (excluding for purposes of determining the aggregate value of such employee benefits, any restricted stock unit and other equity or equity-type compensation arrangements, any retiree medical or other retiree welfare arrangements of Seller or its Affiliates, and any change of control, retention, bonus, success or similar payments arising solely in connection with the transactions contemplated in this Agreement other than severance benefits arising in connection with a termination of employment) (collectively, the “Employment Terms”). The Employment Terms shall use reasonable efforts to: be determined exclusively based on the compensation and benefits documentation provided by Seller to Purchaser as of the date hereof (i) waive any limitations as to pre-existing conditionsand, exclusions and waiting periods with respect to participation compensation, but not benefits except as expressly set forth below, updated through the Closing Date), and coverage requirements shall not include any Seller Benefit Plan unless it is still applicable to the employees under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; provided, however, that no such waiver shall apply to a pre-existing condition of any such employee who was, as of the Closing Date, excluded from participation in a benefit plan of Seller or a Banner Company by nature of such pre-existing condition to the extent permitted by law; (ii) provide each such employee with credit for any co-payments and deductibles paid Business Employees immediately prior to the Closing Date during Date. For the year in which avoidance of doubt, nothing herein requires the Closing Date occurs in satisfying provision of any specific benefit or type of benefit, except as required by Law. In the case of any Transferred Business Employee whose terms and conditions of employment are subject to collective bargaining or other collective labor representation, Purchaser shall cause each such offer of employment (or, where applicable, the continuation of employment) to have such terms and conditions of employment as may be required under applicable Law or any applicable deductible collective bargaining or out-of-pocket requirements under any welfare benefit plan in which such employees may be eligible to participate after the Closing Date; and (iii) recognize all service of such employees with the Banner Company for purposes of eligibility to participate, vesting credit, entitlement for benefits and benefit accrual (excluding accrual under a defined benefit pension plan and a retiree medical plan) in any benefit plan in which such employees may be eligible to participate after the Closing Date, except to the extent such treatment would result in duplicative benefits. Nothing contained herein, express or implied: (i) shall alter or limit the ability of Buyer or any of its Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them, terminate any employee or alter the terms of any employee’s employment (in each case, subject to compliance with the terms of any written employment other collective labor agreement); (ii) shall be deemed to be a guarantee of employment for any employee; or (iii) is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any right as a third-party beneficiary of this Agreement.