Common use of Service Credit and Welfare Plans Clause in Contracts

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. (b) In addition, and without limiting the generality of the foregoing, Red Lion shall take commercially reasonable efforts to cause, subject to the approval of any applicable insurance carrier, (i) each Continuing Employee and Xxxxx Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such a New Plan is comparable to the applicable employee benefit plan in which such Continuing Employee or Xxxxx Employee participated immediately prior to the Effective Time or applicable Hire Date, and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee or Xxxxx Employee, 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 applicable employee benefit plan in which such Continuing Employee or Xxxxx Employee participated immediately prior to the Effective Time or applicable Hire Date.

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 caseTime, to the same extent as such Continuing Employee or Xxxxx Employee, as applicable, was entitled, before the Effective Time or applicable Hire DateTime, 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 DateTime; 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. (b) In addition, and without limiting the generality of the foregoing, Red Lion shall take commercially reasonable efforts to cause, subject to the approval of any applicable insurance carrier, (i) each Continuing Employee and Xxxxx Employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such a New Plan is comparable to the applicable employee benefit plan in which such Continuing Employee or Xxxxx Employee participated immediately prior to the Effective Time or applicable Hire DateTime, and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee or Xxxxx Employee, 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 applicable employee benefit plan in which such Continuing Employee or Xxxxx Employee participated immediately prior to the Effective Time or applicable Hire DateTime.

Service Credit and Welfare Plans. (a) For all purposes (including of vesting, eligibility to participate participate, and for purposes of vacation and severance, the level of benefitsbenefits 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 the Red Lion Group Buyer and its Affiliates providing benefits to any Continuing Company Employees or Xxxxx Employees from or after the Effective Time Closing Date (the “New Plans”), Red Lion Buyer shall take use commercially reasonable efforts to provide, subject cause each Company Employee 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, Seller or its applicable Affiliates (including the Target Companies) and their respective Affiliates and each of their respective predecessors, as applicable, predecessors 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 caseClosing, to the same extent as such Continuing Company Employee or Xxxxx Employee, as applicable, was entitled, before prior to the Effective Time or applicable Hire DateClosing, to credit for such service under any similar employee benefit plan corresponding Employee Plan in which such Continuing Company Employee or Xxxxx Employee, as applicable, participated or was eligible to participate immediately prior to the Effective Time or applicable Hire Closing Date; provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or , except to the extent that its application recognition of such credit would result in a duplication of benefits with respect to the same period of service. (b) or compensation. In addition, and without limiting the generality of the foregoing, Red Lion following the Closing Date, (A) Buyer shall take use commercially reasonable efforts to cause, subject to the approval of any applicable insurance carrier, (i) cause each Continuing Employee and Xxxxx 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 a New Plan is comparable to the applicable employee benefit plan an Employee Plan in which such Continuing Employee or Xxxxx Company Employee participated immediately prior to the Effective Time or applicable Hire Date, Closing and (iiB) for purposes of each New Plan providing medical, dental, pharmaceutical prescription drug and/or vision benefits to any Continuing Employee or Xxxxx 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 employee Company Employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the any such New PlansPlan, 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 employee benefit plan to such Company Employee and his or her covered dependents for the applicable calendar year as if such amounts had been paid in which accordance with such Continuing Employee or Xxxxx Employee participated immediately prior to the Effective Time or applicable Hire DateNew Plan.

Service Credit and Welfare Plans. (a) For all purposes (including of vesting, eligibility to participate and, for purposes of severance and paid time off, level of benefits) benefits under the employee benefit plans of the Red Lion Group Buyer and its Affiliates providing benefits to any Continuing Transferred Employees or Xxxxx Employees from or after the Effective Time Closing Date (the “New Plans”), Red Lion Buyer shall take commercially reasonable efforts cause each Transferred Employee 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, Parent or its applicable Affiliates and their respective Affiliates and each of their respective predecessors, as applicable, predecessors prior to the Effective Time or, with respect to Continuing Employees who are Delayed Transfer Service Providers, prior to the applicable Hire Closing Date, in either case, to the same extent as such Continuing Transferred Employee or Xxxxx Employee, as applicable, was entitled, before prior to the Effective Time or applicable Hire Closing Date, to credit for such service under any similar employee benefit plan corresponding Employee Plan in which such Continuing Transferred Employee or Xxxxx Employee, as applicable, participated or was eligible to participate immediately prior to the Effective Time or applicable Hire Closing 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. (b) . In addition, and without limiting the generality of the foregoing, Red Lion shall take commercially reasonable efforts to cause, subject to following the approval of any applicable insurance carrierClosing Date, (iA) Buyer shall cause each Continuing Employee and Xxxxx Transferred 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 a New Plan is comparable to the applicable employee benefit plan a Business Employee Plan in which such Continuing Employee or Xxxxx Transferred Employee participated immediately prior to the Effective Time or applicable Hire DateClosing, and (iiB) for purposes of each New Plan providing medical, dental, pharmaceutical prescription drug and/or vision benefits to any Continuing Employee or Xxxxx Transferred Employee, Buyer shall cause (1) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee Transferred Employee and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the any such New PlansPlan, was subject to such conditions under the corresponding Business Employee Plan, and (2) any eligible expenses incurred by such Transferred Employee and his or her covered dependents during the portion of the plan year of the Business Employee Plan ending on the date such Transferred Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable employee benefit to such Transferred Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in which accordance with such Continuing Employee or Xxxxx Employee participated immediately prior to the Effective Time or applicable Hire DateNew Plan.