Purchaser Benefit Plans. (i) Purchaser or one of its affiliates shall recognize all service of the Transferred Employees with the Sellers or any of their affiliates, only for purposes of eligibility to participate and vesting in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by Purchaser or one of its affiliates after the Closing Date and in determining the amount of benefits under any applicable sick leave, vacation, severance or other welfare plan. Purchaser will, or will cause one of its affiliates to, cover as of the Closing each Transferred Employee, enrolled in a Seller group health plan or a Southern Entities group health plan immediately prior to the Closing Date, under a group health plan and waive any preexisting condition limitations applicable to such Transferred Employees under any group health plan made available to them, and Purchaser will, or will cause one of its affiliates to, take all action necessary to ensure that such Transferred Employees are given full credit for all co-payments and deductibles incurred under any group health plan of a Seller or a Seller’s Subsidiary for the plan year that includes the Closing Date.
Purchaser Benefit Plans. The Purchaser or one of its Affiliates will recognize all years of service of the Transferred Employees with the Sellers (or their predecessors) or any of their Affiliates, only for purposes of eligibility to participate in and to vest under those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by the Purchaser or one of its Affiliates immediately after the Closing Date. The Purchaser shall cause all pre-existing condition exclusions under any medical and dental plans ("Purchaser's Health Plans") made available by the Purchaser to Transferred Employees to be waived in respect of such employees and dependents, but only to the extent Sellers' medical and dental plans recognize such Transferred Employees and their dependents as having satisfied any pre- existing conditions exclusion under Sellers' medical and dental plans.
Purchaser Benefit Plans. (a) Purchaser will cause all plans and programs of Purchaser and its Affiliates to recognize all service of the Continuing Employees with Seller, the Company or any of its predecessors and Affiliates to the same extent and for the same purposes thereunder as such service was counted under the analogous Employee Plan in effect immediately prior to the Employee Transfer Date, for purposes of eligibility, vesting, benefit accrual and determining the level of vacation and severance benefits under any benefit or compensation plan, program, policy or agreement made available to Continuing Employees on or after the Employee Transfer Date occurs (excluding any equity or equity-based, defined benefit pension, nonqualified or deferred compensation or retiree welfare benefits) (except that such service will not be counted to the extent that it would result in a duplication of benefits or compensation for the same period of service). With respect to any medical, dental or health plan of Purchaser, the Company, or any of their NAI-1502820106v1 respective Affiliates that is made available to Continuing Employees following the Employee Transfer Date (a “Purchaser Group Health Plan”), in the calendar year in which the Employee Transfer Date occurs, Purchaser will use commercially reasonable efforts to cause the Company to not include with respect to any Continuing Employee any restrictions or limitations with respect to pre-existing condition exclusions or any actively-at-work requirements (except to the extent such restrictions or limitations were applicable as of the Employee Transfer Date under any similar plans of Seller, the Company or any of their Affiliates (a “Seller Group Health Plan”)), and any eligible expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of such Seller Group Health Plan ending on the date such Continuing Employee’s participation in such Purchaser Group Health Plan begins will be taken into account under the Purchaser Group Health Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such analogous amounts had been paid in accordance with such Purchaser Group Health Plan in effect immediately prior to the Employee Transfer Date.
Purchaser Benefit Plans. 11.05(b) Purchaser Board..........................................................5.13(a) Purchaser Contracts......................................................4.18(a) Purchaser Disclosure Schedule................................Article IV
Purchaser Benefit Plans. The Purchaser will or will cause the Corporations to establish benefit plans for the Employees on the basis set forth in the Human Resources Agreement effective as of the Effective Closing Time (the “Purchaser Benefit Plans”).
Purchaser Benefit Plans. Effective as of the Closing Date, the Purchaser shall make available to the Continuing Employees the employee benefit plan(s) maintained by Whole Foods Market for its Team Members (the "WFM Plans") in accordance with their terms. To the extent permitted by the terms of the WFM Plans, the Purchaser will (i) waive all deductibles, waiting periods and limitations with respect to pre-existing conditions and other conditions applicable to employees of the Company under the WFM Plans, and (ii) grant full past service credit (including credit for eligibility, benefit accrual and for vesting) to the Continuing Employees for service with the Company under any and all of the WFM Plans, including but not limited to bonus, severance, and similar employment policies. Neither this Agreement nor the consummation of the transactions contemplated by this Agreement will entitle any employee, including but not limited to, Continuing Employees, to any other severance benefits nor will it accelerate compensation due any such Continuing Employee as of the Closing Date. The Purchaser will further credit each Continuing Employee with the accrued vacation and sick time owing to such Continuing Employee by the Company as of the Closing Date, provided that the same has been recorded in either the general ledger or payroll records of the Company in accordance with good business practice and on a basis consistent with prior periods. Subject to the foregoing, the Purchaser shall have the right in the good faith exercise of operations and managerial discretion to make changes or cause changes to be made after the Closing Date in compensation, benefits and other terms of employment and to terminate any such employee.
Purchaser Benefit Plans. Purchaser shall use its best efforts to provide that employees of the Company receive credit for time of their service as employees of Company, unless expressly prohibited by law, in all existing benefits plans or future benefits plans adopted by Purchaser. A listing of all bonus and benefits plans currently offered by Purchaser for its employees is appended hereto as Schedule 6.3(c).
Purchaser Benefit Plans. Following the Closing Date, Transferred US Employees will be eligible to participate, to the same extent as similarly situated Purchaser employees, in Purchaser's "employee benefit plans" as defined in Section 3(3) of ERISA or other plans, arrangements or agreements providing benefits to employees (or to any dependent or beneficiary thereof) of Purchaser, including without limitation, all vacation, holiday, cafeteria, medical, disability, stock purchase, policies, programs, practices or arrangements (each a "Purchaser Benefit Plan"). Transferred US Employees shall, as soon as administratively feasible after the Closing Date, be enrolled in the Purchaser Benefit Plans, and until such enrollment date, shall continue to participate in Sellers' Welfare Benefit Plans to the extent, if any, as provided in Section 5.2.5(a). The Purchaser Benefit Plans shall (i) credit all service with Sellers for purposes of eligibility and participation; (ii) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement; (iii) credit all payments made by a Transferred US Employee for healthcare expenses during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits, but only to the extent such Transferred US Employee provides written evidence of such payments. In addition, Transferred US Employees shall be eligible, in the same manner as Purchaser's similarly situated employees, for option grants under Purchaser's employee stock option plans, as approved from time to time in the discretion of Purchaser's Board of Directors, or a committee thereof, and subject to the terms and conditions of such plans.
Purchaser Benefit Plans. Consistent with the terms of such plans in existence on the Closing Date, Purchaser or one of its Affiliates will recognize all service of the Retained Employees with Seller or any of its Affiliates for purposes of eligibility to participate and vesting in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Retained Employees are enrolled by Purchaser or one of its Affiliates immediately after the Closing Date. Purchaser or one of its Affiliates will recognize all services of the Retained Employees with Seller or any of its Affiliates for purposes of accruing vacation benefits under Purchaser’s or one of its Affiliates “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA, but shall not recognize such services for purposes of accruing benefits under any “employee pension benefit plan”, within the meaning of Section 3(2)(A) of ERISA. Purchaser or one of its Affiliates will also cause to be waived all pre-existing conditions and proof of insurability provisions, for all conditions that all Retained Employees and their covered dependents have as of the Closing Date recognizing any pre-enrollment, and waiting periods under Seller’s Employee Benefit Plans in order to satisfy any such waiting periods under Purchaser’s employee benefit plans; provided that nothing in this sentence shall limit the ability of Purchaser and its Affiliates from amending or entering into new or different employee benefit plans or arrangements provided such plans or arrangements treat the Retained Employees in a substantially similar manner as employees of Purchaser or its Affiliate, as applicable, are treated.
Purchaser Benefit Plans. (a) Neither Purchaser nor any of its Subsidiaries (i) has withdrawn at any time within the preceding six (6) years from any multiemployer plan, or incurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in a Purchaser Material Adverse Effect or (ii) has any actual or potential Liability with respect to a “defined benefit plan” as defined in Section 3(35) of ERISA, or a pension plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, except to the extent such Liability could not reasonably be expected to result in a Purchaser Material Adverse Effect.
