Service Credit and Welfare Plans. (a) For all purposes (including vesting, eligibility to participate and level of benefits) under the employee benefit plans of the Red Lion Group providing benefits to any Continuing Employees or Xxxxx Employees from or after the Effective Time (the “New Plans”), Red Lion shall take commercially reasonable efforts to provide, subject to the approval of any applicable insurance carrier, that each Continuing Employee and Xxxxx Employee shall be credited with his or her years of service with Navy, Red Lion, Xxxxx, their respective Affiliates and each of their respective predecessors, as applicable, prior to the Effective Time or, with respect to Continuing Employees who are Delayed Transfer Service Providers, prior to the applicable Hire Date, in either case, to the same extent as such Continuing Employee or Xxxxx Employee, as applicable, was entitled, before the Effective Time or applicable Hire Date, to credit for such service under any similar employee benefit plan in which such Continuing Employee or Xxxxx Employee, as applicable, participated or was eligible to participate immediately prior to the Effective Time or applicable Hire Date; provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service.
Service Credit and Welfare Plans. For all purposes (including vesting, eligibility to participate and level of benefits) under the employee benefit plans of the Company and its Subsidiaries (including Spinco and its Subsidiaries) providing benefits to any Spinco Employees after the Effective Time (the “New Plans”), each Spinco Employee shall be credited with his or her years of service with Parent, Spinco and their Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Spinco Employee was entitled, before the Effective Time, to credit for such service under any similar Parent Benefit Plan in which such Spinco Employee participated or was eligible to participate immediately prior to the Effective Time, provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits with respect to the same period of service. In addition, and without limiting the generality of the foregoing, (a) each Spinco Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan is comparable to a Parent Benefit Plan in which such Spinco Employee participated immediately before the Effective Time, and (b) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Spinco Employee, Spinco and the Company shall use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the New Plans, was subject to such conditions under the comparable Parent Benefit Plans.
Service Credit and Welfare Plans. For purposes of vesting, eligibility to participate, and for purposes of vacation and severance, the level of benefits and calculations of severance (and, for the avoidance of doubt, excluding other than benefit accrual under a defined benefit pension plan) under the employee benefit plans of Buyer and its Affiliates providing benefits to any Company Employees after the Closing Date (the “New Plans”), Buyer shall use commercially reasonable efforts to cause each Company Employee to be credited with his or her years of service with Seller or its applicable Affiliates (including the Target Companies) and their respective predecessors prior to the Closing, to the same extent as such Company Employee was entitled, prior to the Closing, to credit for such service under any corresponding Employee Plan in which such Company Employee participated or was eligible to participate immediately prior to the Closing Date, except to the extent that recognition of such credit would result in a duplication of benefits or compensation. In addition, and without limiting the generality of the foregoing, following the Closing Date, (A) Buyer shall use commercially reasonable efforts to cause each Company Employee to be immediately eligible to participate, without any waiting time, in any and all corresponding New Plans to the extent coverage under any such New Plan is comparable to an Employee Plan in which such Company Employee participated immediately prior to the Closing and (B) for purposes of each New Plan providing medical, dental, prescription drug and/or vision benefits to any Company Employee, Buyer shall use commercially reasonable efforts to cause (1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Company Employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in any such New Plan, was subject to such conditions under the corresponding Employee Plan and (2) any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of the calendar year of the Employee Plan ending on the date such Company Employee begins participating in the corresponding New Plan to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable calendar year as if such amoun...
