Service and Other Credit. (a) NewCo LLC will grant each Clearwire Employee and Transferred Employee full service credit for his or her service with, as applicable, Clearwire or a Clearwire Affiliate or Sprint or a Sprint Affiliate for all purposes under all of NewCo LLC’s employee benefit plans, programs and policies (other than for purposes of accrual under any defined benefit plan or, except as provided for in Section 2.7(a), vesting under any equity-based compensation plan), including vacation, holiday and severance pay plans, programs and policies (individually a “NewCo LLC Plan” and collectively the “NewCo LLC Plans”); provided, however, that such service shall not be recognized to the extent that it would result in duplication of benefits. Except as expressly set forth in this Section 11.3, NewCo LLC will not make any distinctions after the Closing with respect to compensation or benefits between NewCo LLC’s employees based on whether an employee is, or was, a Clearwire Employee or a Transferred Employee.
(b) Each Clearwire Employee and Transferred Employee will be eligible to participate in each NewCo LLC Plan at the Closing if he or she was eligible to participate immediately before the Closing in a plan, program or policy of, as applicable, Clearwire or a Clearwire Affiliate or Sprint or a Sprint Affiliate which provided comparable benefits to the benefits provided in the NewCo LLC Plan.
(c) The NewCo LLC Plan which is described in Section 401(a) of the Code will accept a direct rollover from a Sprint plan or the plan of a Sprint Affiliate which also is described in Section 401(a) of the Code.
(d) Each Clearwire Employee and Transferred Employee will receive full credit for the calendar year which includes the Closing under each NewCo LLC Plan which conditions the payment of benefits on the satisfaction of any co-payment or deductible requirements for all co-payments made and deductibles paid for the calendar year under a corresponding Sprint plan or a corresponding plan of a Sprint Affiliate, and no Clearwire Employee or dependent of a Clearwire Employee or Transferred Employee or dependent of a Transferred Employee will be subject to any pre-existing condition limitation under a NewCo LLC Plan except to the extent he or she was subject to the limitation under a corresponding Clearwire or Sprint plan or a corresponding plan of a Clearwire Affiliate or Sprint Affiliate immediately before the Closing. In addition, each Clearwire Employee and Transferred Employee will receiv...
Service and Other Credit. Except as specified otherwise in this Agreement, with respect to AMO Employees, each AMO Plan shall provide that all service (as reflected in Allergan's human resources records), compensation and all other benefit-affecting credits that, as of the Distribution Date, were recognized for purposes of service or other credit under the corresponding Allergan Plan shall, as of the Distribution Date, receive full recognition and credit and be taken into account under such AMO Plan to the same extent as if such items occurred under such AMO Plan, except to the extent that duplication of benefits would result. The service crediting provisions shall be subject to any respectively applicable service bridging, break in service, employment date, eligibility date or similar rules under the Allergan Plans and the AMO Plans.
Service and Other Credit. Buyers shall use reasonable efforts to cause the Business Employees to receive full credit for their service with Sellers and their Affiliates and their respective predecessors under all employee benefit plans, programs, policies and arrangements made available to Business Employees by Buyers or any of their respective Affiliates (including the Business Entities) after the Closing (each being a “Buyer Benefit Plan”) for purposes of eligibility, participation, vesting and the determination of benefits (including for purposes of calculating the amount of any vacation, sick days, paid time off, severance, layoff and similar benefits and for purposes of satisfying any allocation requirements for employer contributions under any defined contribution retirement plan for the plan year in which the Closing Date occurs), except to the extent that such credit would result in duplication of benefits and except that benefit accrual will not be provided under any defined benefit pension plan. Buyers also agree to use reasonable efforts to cause coverage to be extended or continued to the Business Employees (and, as applicable, their covered dependents), effective as of the Closing Date, under their or their respective Affiliates’ (including the Business Entities’) health and other welfare plans (each being, a “Buyer Welfare Benefit Plan”) without any waiting periods, without evidence of insurability and without any restrictions, exclusions or limitations for pre-existing conditions, except to the extent that such limitations or exclusions applied to such Business Employees and had not been exhausted under the comparable Benefit Plan in which such Business Employees participated immediately prior to the Closing Date. Buyers also shall use reasonable efforts to cause the Business Employees (and, as applicable, their dependents) to receive credit for any co-payments, co-insurance, deductibles and out-of-pocket expenses incurred by such Business Employees (or their covered dependents) under any applicable Benefit Plan for purposes of satisfying such year’s co-payment, co-insurance, deductible and out-of- pocket expense limits and requirements under the Buyer Welfare Benefit Plans as if such amounts had been paid under such Buyer Welfare Benefit Plans.
Service and Other Credit. (i) To the extent applicable with respect to the Purchaser Employee Benefit Plans, the Employees (and their eligible dependents) shall be given credit for their service with the Continental and Mattituck, as well as the Seller and the Seller’s Affiliates for purposes of: (i) eligibility and vesting, (but not benefit accruals); and (ii) satisfying any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations under the Purchaser’s Employee Benefit Plans to the extent such service was taken into account (or such pre-existing conditions were waived) for comparable purposes under the Seller Sponsored Employee Benefit Plans.
(ii) The Employees shall be given credit for amounts paid under the Seller Sponsored Employee Benefit Plans during the calendar year in which the Closing Date occurs for purposes of applying deductibles, copayments, and out-of-pocket maximums under the Purchaser’s Employee Benefit Plans.
(iii) The Purchaser shall provide each Employee with credit for all of the earned but unused vacation, sick leave, and other time off accrued through the Closing Date as determined under the applicable policies of Continental or Mattituck.
