Common use of Service Credit and Welfare Plans Clause in Contracts

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 all purposes (including vesting, eligibility to participate and level of benefits) under the employee benefit plans of the Company Grizzly and its Subsidiaries (including Spinco and its Subsidiaries) providing benefits to any Current Spinco Employees after the Effective Time (the “New Plans”), following the Effective Time, Grizzly and Spinco shall cause each Current Spinco Employee shall to be credited with his or her years of service with ParentBurgundy, Spinco and their Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Current Spinco Employee was entitled, before the Effective Time, to credit for such service under any similar Parent corresponding Burgundy Benefit Plan in which such Current Spinco Employee participated or was eligible to participate immediately prior to the Effective Time, ; provided that the foregoing (a) shall not make a Spinco Employee eligible for any Grizzly Benefit Plan that was unavailable for eligibility purposes to new participants as of the Effective Time, and (b) shall not apply with respect to benefit accrual under any New Plan that is a frozen defined benefit pension benefits 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, following the Effective Time, (ax) Grizzly and Spinco shall cause each Current Spinco Employee shall 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 a Parent Burgundy Benefit Plan in which such Current Spinco Employee participated immediately before the Effective Time, and (by) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Current Spinco Employee, Grizzly and Spinco and the Company shall use commercially reasonable efforts to cause (i) 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 any such New PlansPlan, was subject to such conditions under the comparable Parent corresponding Burgundy Benefit PlansPlan, and (ii) any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Burgundy Benefit Plan ending on the date such 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 to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. For the avoidance of doubt, neither this Section 3.3 nor any other provision in this Agreement shall be construed to provide for service credit or eligibility to an employee or former employee of Grizzly (other than a Spinco Employee) in any Spinco Benefit Plan or any other plan or arrangement maintained by the Spinco Group or an applicable member thereof.