Common use of Pre-Existing Conditions/Copayment Credit Clause in Contracts

Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare benefit plan in which any Continuing Employee or spouse or dependent thereof may be eligible to participate on or after the Closing, Acquiror shall use commercially reasonable efforts to (i) waive, or cause its Affiliates or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Employee or eligible spouse or dependent thereof, under such New Plan, to the same extent satisfied or waived under a comparable Company Benefit Plan in which such Continuing Employee participated, and (ii) provide or cause its Affiliates to provide credit to each Continuing Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Employee or eligible spouse or dependent thereof under the comparable Company Benefit Plan during the plan year of the Company Benefit Plan up to and including the Closing to the same extent and for the same purpose as credited under such comparable Company Benefit Plan as if such amounts had been paid under such New Plan.

Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare health benefit plan maintained, sponsored or contributed to by Purchaser after the Applicable Closing Date (collectively, the “Purchaser Welfare Benefit Plans”) in which any Continuing Transferred Employee or spouse or dependent thereof may be eligible to participate on or after the Closingparticipate, Acquiror Purchaser shall use commercially reasonable efforts to (ia) waive, or cause its Affiliates affiliates or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Transferred Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Transferred Employee or eligible spouse or dependent thereof, under such New Purchaser Welfare Benefit Plan, to the same extent and for the same purpose as satisfied or waived for such person under a comparable Company Employee Benefit Plan in which such Continuing Employee participatedPlan, and (iib) provide or cause its Affiliates affiliates to provide full credit to each Continuing Transferred Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Transferred Employee or eligible spouse or dependent thereof under the comparable Company Employee Benefit Plan during the plan year of in which the Company Benefit Plan Applicable Closing Date occurs up to and including the Applicable Closing to the same extent and for the same purpose as credited under such comparable Company Benefit Plan Date as if such amounts had been paid under such New Purchaser Welfare Benefit Plan.

Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare health benefit plan in which any Continuing Employee or eligible spouse or dependent thereof may be is eligible to participate on or after the ClosingClosing and in the plan year in which the Closing occurs, Acquiror shall use commercially reasonable efforts to (i) waive, or cause its Affiliates Subsidiaries or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Employee or eligible spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Employee or eligible spouse or dependent thereof, under such New Plan, to the same extent satisfied or waived under a comparable Company Party Benefit Plan in which such Continuing Employee participatedparticipated in such plan year, and (ii) for the plan year in which the Closing occurs, provide or cause its Affiliates Subsidiaries to provide credit to each Continuing Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Employee or eligible spouse or dependent thereof under the comparable Company Party Benefit Plan during the portion of the plan year of the Company Benefit Plan up to and including ending on the Closing Date to the same extent and for the same purpose as credited under such comparable Company Party Benefit Plan as if such amounts had been paid under such New Plan.

Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare benefit plan in which any Continuing Employee or spouse or dependent thereof may be eligible to participate on or after the Closing, Acquiror shall use commercially reasonable efforts to (i) waive, or cause its Affiliates or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Employee or eligible spouse or dependent thereof, under such New Plan, to the same extent satisfied or waived under a comparable Company Party Benefit Plan in which such Continuing Employee participated, and (ii) provide or cause its Affiliates to provide credit to each Continuing Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Employee or eligible spouse or dependent thereof under the comparable Company Party Benefit Plan during the relevant plan year of the Company Benefit Plan up to and including the Closing to the same extent and for the same purpose as credited under such comparable Company Party Benefit Plan as if such amounts had been paid under such New Plan.

Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare benefit plan plan, program or arrangement maintained, sponsored or contributed to by Purchaser after the applicable Closing (collectively, the “Purchaser Welfare Benefit Plans”) in which any Continuing Transferred Employee or spouse or dependent thereof may be eligible to participate on or after the Closing, Acquiror Purchaser shall use commercially reasonable efforts to (ia) waive, or cause its Affiliates affiliates or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Transferred Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Transferred Employee or eligible spouse or dependent thereof, under such New Purchaser Welfare Benefit Plan, to the same extent satisfied or waived under a comparable Company Employee Benefit Plan in which such Continuing Employee participatedPlan, and (iib) provide or cause its Affiliates affiliates to provide full credit to each Continuing Transferred Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Transferred Employee or eligible spouse or dependent thereof under the comparable Company Employee Benefit Plan during the relevant plan year of the Company Benefit Plan up to and including the Closing to the same extent and for the same purpose as credited under such comparable Company Benefit Plan as if such amounts had been paid under such New Purchaser Welfare Benefit Plan.

Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare benefit plan plan, program or arrangement maintained, sponsored or contributed to by the Purchaser after the Closing (collectively, the “Purchaser Welfare Benefit Plans”) in which any Company Continuing Employee or spouse or dependent thereof may be eligible to participate on or after the Closing, Acquiror from and after the Closing the Purchaser shall use commercially reasonable efforts to (ia) waive, or cause its Affiliates or insurance carrier to waive, all limitations as to preexisting pre-existing conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Company Continuing Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Company Continuing Employee or eligible spouse or dependent thereof, under such New Purchaser Welfare Benefit Plan, to the same extent satisfied or waived under a comparable Company Benefit Plan in which such Continuing Employee participatedPlan, and (iib) provide or cause its Affiliates to provide full credit to each Company Continuing Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Company Continuing Employee or eligible spouse or dependent thereof under the comparable Company Benefit Plan during the relevant plan year of the Company Benefit Plan up to and including the Closing to the same extent and for the same purpose as credited under such comparable Company Benefit Plan as if such amounts had been paid under such New Purchaser Welfare Benefit Plan.

Pre-Existing Conditions/Copayment Credit. With respect to each New Plan that is a group welfare benefit plan in which any Continuing Employee or spouse or dependent thereof may be eligible to participate on or after the Closing, Acquiror Parent shall use commercially reasonable efforts to (i) waive, or cause its Affiliates or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Employee or eligible spouse or dependent thereof, under such New Plan, to the same extent satisfied or waived under a comparable Company Benefit Plan in which such Continuing Employee participated, and (ii) provide or cause its Affiliates to provide credit to each Continuing Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Employee or eligible spouse or dependent thereof under the comparable Company Benefit Plan during the relevant plan year of the Company Benefit Plan up to and including the Closing to the same extent and for the same purpose as credited under such comparable Company Benefit Plan as if such amounts had been paid under such New Plan.

Pre-Existing Conditions/Copayment Credit. With respect to each New welfare Benefit Plan that is a group welfare benefit plan maintained, sponsored or contributed to by Purchaser or its Affiliates after the Closing (collectively, the “Purchaser Welfare Benefit Plans”) in which any Continuing Transferred Employee or spouse or dependent thereof may be eligible to participate on or after the Closingapplicable Transfer Date, Acquiror Purchaser shall use commercially reasonable efforts to (ia) waive, or cause its Affiliates or insurance carrier to waive, all limitations as to preexisting conditions, actively-at-work requirements, exclusions and waiting periods, if any, with respect to participation and coverage requirements applicable to each Continuing Transferred Employee or spouse or dependent thereof, and any other similar restrictions that would prevent immediate or full participation by such Continuing Transferred Employee or eligible spouse or dependent thereof, under such New Purchaser Welfare Benefit Plan, to the same extent satisfied or waived under a comparable Company Seller Benefit Plan in which such Continuing Employee participatedPlan, and (iib) provide or cause its Affiliates to provide full credit to each Continuing Transferred Employee or eligible spouse or dependent thereof with respect to the New Plan year in which the Closing occurs for any co-payments, deductibles, out-of-pocket expenses and for any lifetime maximums paid by such Continuing Transferred Employee or eligible spouse or dependent thereof under the comparable Company Seller Benefit Plan during the relevant plan year of the Company Benefit Plan up to and including the Closing to the same extent and for the same purpose as credited under such comparable Company Benefit Plan applicable Transfer Date as if such amounts had been paid under such New Purchaser Welfare Benefit Plan.. 45