Pre-existing Conditions; Service Credit. From and after the Effective Time, and to the extent permitted by applicable Legal Requirements, Synacor shall, or shall cause (or, with respect to employees outside of the United States, use commercially reasonable efforts to cause) the Surviving Corporation to, recognize the prior service with Qumu or its Subsidiaries of each Continuing Employee in connection with all employee benefit plans, programs or policies (including vacation and severance, but excluding the sabbatical program) of Synacor or its Affiliates in which Continuing Employees are eligible to participate following the Effective Time for purposes of eligibility and vesting and determination of level of benefits (but not for purposes of benefit accruals or benefit amounts under any defined benefit pension plan or to the extent that such recognition would result in duplication of benefits). From and after the Effective Time, Synacor shall, or shall cause (or, with respect to employees outside of the United States or any insured benefit carrier, use commercially reasonable efforts to cause) the Surviving Corporation to, (i) to the extent not prohibited by applicable law, cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of Synacor or its Affiliates to be waived with respect to Continuing Employees and their eligible dependents, and (ii) to the extent permitted by applicable Legal Requirements and the insured benefits carrier after Synacor’s commercially reasonable efforts, provide each Continuing Employee with credit for any eligible expenses incurred that were credited to deductible and maximum out-of-pocket co-insurance requirements under any Synacor or Surviving Corporation Employee Plan that provides medical, dental or vision benefits in the plan year in effect as of the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any corresponding medical, dental or vision plans of Synacor or the Surviving Corporation. Synacor or the Surviving Corporation will, as such time as Synacor reasonably determines following the Effective Time (but no later than the date the assets of the Qumu Qualified Plan are distributed in liquidation thereof) make or cause to be made an “eligible rollover distribution” (within the meaning of Section 402(c)(4) of the Code) from the Qumu Qualified Plan and will cause the Synacor Qualified Plan or that of the Surviving Corporation to accept a “direct rollover” (within the mea...
Pre-existing Conditions; Service Credit. On and after the Effective Time, the Surviving Corporation shall: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Hanover Employees under any welfare benefit plan in which such employees may be eligible to participate after the Effective Time, to the extent that such limitations did not apply or had been satisfied by such Hanover Employees and their covered dependents prior to the Effective Time, (ii) provide each Hanover Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Merger 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 Effective Time, and (iii) recognize all service of the Hanover Employees for all purposes (including purposes of eligibility to participate, vesting credit, service credit, entitlement for benefits, and benefit accrual (including vacation accrual) in any benefit plan in which such employees may be eligible to participate after the Merger), to the same extent taken into account under a comparable Hanover Benefit Plan immediately prior to the Effective Time.
Pre-existing Conditions; Service Credit. On and after the Effective Time Del Monte shall, or shall cause the Surviving Corporation to: (i) waive any limitations to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Spinco Employees under any welfare benefit plan in which such employees may be eligible to participate after the Effective Time, to the extent that such limitations did not apply or had been satisfied by such Spinco Employees and their covered dependents prior to the Effective Time, (ii) provide each Spinco Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Merger 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 Effective Time, and (iii) recognize all service of the Spinco Employees rendered as employees of Heinz and any of its Affiliates for all purposes (including purposes of eligibility to participate, vesting credit, service credit, entitlement for benefits, and benefit accrual (including vacation accrual) in any benefit plan (including service award plans) in which such employees may be eligible to participate after the Merger), to the same extent taken into account under a comparable Spinco Benefit Plan immediately prior to the Effective Time and maintained pursuant to the terms of the Employee Benefits Agreement after the Effective Time.
