Common use of Prior Service and Other Credits Clause in Contracts

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. With respect to any employee benefit plan, program or policy that is made available by the Buyer Purchaser, the Company or the Company Subsidiary to the Applicable Employees on and after the Closing Date (the “Buyer Purchaser Plans”): (A) all periods of service with the Company Company, the Subsidiary or any ERISA Affiliate, or any predecessor entity of either, by any such Employee employee prior to the Closing Date shall be credited for eligibility, participation, vestingand vesting purposes, and to the extent required by a collective bargaining agreement, for benefit calculation purposes, under the Buyer Purchaser Plans; , (B) with respect to any Buyer Purchaser Plans which are welfare plans as defined in Section 3(1) of ERISA to which such Employee employee may become eligible, the Buyer Purchaser shall cause such Buyer Purchaser Plans to provide credit for the year in which the Closing occurs for any co-payments, deductibles, maximum out-of-pocket payments by such Employeesemployees, and to waive all pre-existing condition exclusions and waiting periods; , to the extent permitted by the insurance carriers for Purchaser Plans without additional cost, and (C) with respect to any Buyer Purchaser Plan to which such Employee employee may become eligible and which provides flexible spending accounts, the Buyer Purchaser shall cause such Buyer Purchaser Plan to provide credit for the year in which the Closing occurs for the Employeeemployee’s flexible spending account balances under the Seller’s Plan and the Seller shall transfer to the Buyer the amounts of such account balancesPlan. 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 Purchaser shall cause the Company and the Subsidiary to recognize and assume liability Liability for vacation days and sick leave previously accrued and reserved for by the Company and the Subsidiary as of the Closing Date.

Prior Service and Other Credits. With respect to any employee benefit plan, program or policy that is made available by the Buyer or Buyer, the Company or any of the Subsidiaries to the Applicable Employees on and after the Closing Date (the “Buyer Plans”): (A) all periods of service with the Company Company, the Subsidiaries or any ERISA Affiliate, or any predecessor entity of either, by any such Employee employee prior to the Closing Date shall be credited for eligibility, participation, vestingand vesting purposes, and to the extent required by a collective bargaining agreement, for benefit calculation purposes, under the Buyer Plans; , (B) with respect to any Buyer Plans which are welfare plans as defined in Section 3(1) 3.1 of ERISA to which such Employee 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 Employeesemployees, and to waive all pre-existing condition exclusions and waiting periods; , to the extent permitted by the insurance carriers for Buyer Plans without additional cost, and (C) with respect to any Buyer Plan to which such Employee 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 Employeeemployee’s flexible spending account balances under the Seller’s Plan and the Seller shall transfer to the Buyer the amounts of such account balancesPlan. 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 fifth (10th5th) Business Day following the Closing Date. The Buyer shall cause the Company and the Subsidiaries to recognize and assume liability Liability for vacation days and sick leave previously accrued and reserved for by the Company and the Subsidiaries as of the Closing Date.

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 Applicable 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 employee prior to the Closing Date shall be credited for eligibility, participation, vestingand vesting purposes, and to the extent required by a collective bargaining agreement, for benefit calculation purposes, under the Buyer Plans; , (B) with respect to any Buyer Plans which are welfare plans as defined in Section 3(1) 3.1 of ERISA to which such Employee 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 Employeesemployees, and to waive all pre-existing condition exclusions and waiting periods; , to the extent permitted by the insurance carriers for Buyer Plans without additional cost, and (C) with respect to any Buyer Plan to which such Employee 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 Employeeemployee’s flexible spending account balances under the Seller’s Plan and the Seller shall transfer to the Buyer the amounts of such account balancesPlan. 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 fifth (10th5th) Business Day following the Closing Date. The Buyer shall cause the Company to recognize and assume liability Liability for vacation days and sick leave banks previously accrued and reserved for by the Company as of the Closing Date.