Prior Service and Other Credits. With respect to any employee benefit plan, program or policy that is made available by the Buyer or the Company to the Employees on and after the Closing Date (the “Buyer Plans”): (A) all periods of service with the Company or any ERISA Affiliate, or any predecessor entity of either, by any such Employee prior to the Closing Date shall be credited for eligibility, participation, vesting, and benefit calculation purposes, under the Buyer Plans; (B) with respect to any Buyer Plans which are welfare plans as defined in Section 3(1) of ERISA to which such Employee may become eligible, the Buyer shall cause such Buyer Plans to provide credit for the year in which the Closing occurs for any co-payments, deductibles, maximum out-of-pocket payments by such Employees, and to waive all pre-existing condition exclusions and waiting periods; and (C) with respect to any Buyer Plan to which such Employee may become eligible and which provides flexible spending accounts, the Buyer shall cause such Buyer Plan to provide credit for the year in which the Closing occurs for the Employee’s flexible spending account balances under the Seller’s Plan and the Seller shall transfer to the Buyer the amounts of such account balances. The Seller shall provide the Buyer with complete and accurate records of such flexible spending account balances as of the Closing Date no later than the tenth (10th) Business Day following the Closing Date. The Buyer shall cause the Company to recognize and assume liability for vacation days and sick leave previously accrued and reserved for by the Company as of the Closing Date.
Prior Service and Other Credits. (i) With respect to the employee benefit plans (within the meaning of Section 3(3) of ERISA), programs, policies, fringe benefits, or arrangements (whether written or unwritten of the Purchaser or its Affiliates (collectively the “Purchaser Employee Plans”), all periods of service with the Companies, the Subsidiaries or any ERISA Affiliate, or any predecessor entity of either, by any Continuing Employee prior to the Closing Date shall be credited for purposes of (vesting and eligibility, benefit accrual and/or level of benefits) under the Purchaser Employee Plans, including but not limited to fringe benefit plans, sick leave policies, vacation, severance plans or policies (subject to any retention agreements), defined contribution, and matching contributions under defined contribution plans (but excluding benefits under a defined benefit pension plan, any benefit plan that provides retiree welfare benefits, or any benefit plan that is a frozen plan or provides grandfathered benefits); provided, however, that, except as expressly provided in this Section 5.6, such service need not be recognized to the extent that such recognition would result in any duplication of benefits for the same period of service.
