Service Credit; Etc. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) provide each Continuing Employee with credit for all service with the Company and its Subsidiaries (and their respective predecessors) prior to the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement but excluding for purposes of any defined benefit pension plan); provided, however, that such service need not be credited to the extent that it would result in duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than those employee benefit plans that are Employee Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Employee Plan in which such Continuing Employee participates immediately before the Effective Time (such plans, collectively, the “Old Plans”) and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Continuing Employee, the Surviving Corporation shall use commercially reasonable efforts to (x) cause all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents, and (y) shall allow any eligible expenses incurred by such Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be given full credit under such New 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 amounts had been paid in accordance with such New Plan.
Service Credit; Etc. Periods of service prior to the Closing shall be credited for purposes of determining eligibility, vesting and benefit entitlement under all benefit plans, programs and policies maintained by Purchaser after the Closing, and amounts credited prior to the Closing under flexible spending accounts and for purposes of determining health plan deductibles and copayments under provisions of Sellers' plans, programs and policies shall be credited after the Closing under corresponding provisions of the Purchaser's plans, programs and policies.
Service Credit; Etc. Effective from and after the Transfer Time, Purchaser or its Affiliates shall (i) recognize, for all purposes (other than benefit accrual under a defined benefit pension plan) under all plans, programs and arrangements established or maintained by Purchaser or its Affiliates for the benefit of the Transferred Employees (the “Purchaser Plans”), service with the Seller Group prior to the Transfer Time to the extent such service was recognized under the corresponding Benefit Plan covering such Transferred Employees, including for purposes of eligibility, vesting and benefit levels and accruals, in each case, except where it would result in a duplication of benefits, (ii) waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under all employee health and other welfare benefit plans established or maintained by Purchaser or its Affiliates for the benefit of the Transferred Employees, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such individual under the corresponding Benefit Plan, and (iii) provide full credit for any co-payments, deductibles or similar payments made or incurred prior to the Transfer Time for the plan year in which the Closing occurs.
Service Credit; Etc. To the extent that a Company Employee Plan or Comparable Plan is made available to any Continuing Employee on or following the Effective Time, which shall not include any plan that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) cause to be granted to such Continuing Employee credit for all service with the Surviving Corporation beginning on the Effective Time for purposes of eligibility to participate, vesting and entitlement to benefits where length of service is relevant (including for purposes of vacation accrual and severance pay entitlement); provided, however, that such service need not be credited to the extent that it would result in duplication of coverage or benefits. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time shall be credited to such Continuing Employee following the Effective Time, and shall not be subject to accrual limits or other forfeiture conditions that were not applicable as of the Effective Time.
Service Credit; Etc. For purposes of participation of those Continuing Employees employed in the United States (“US Continuing Employees”) in a benefit plan of Parent or its Affiliates in the United States (including the Surviving Corporation) (each such plan, a “Parent Benefit Plan”), when the Parent permits the participation of US Continuing Employees in such Parent Benefit Plan, Parent shall cause (i) such US Continuing Employee to be credited with all years of service for which such US Continuing Employees was credited before the Closing Date under any analogous Employee Plans (other than (x) to the extent that its application would result in a duplication of benefits with respect to the same period of service or (y) for purposes of the defined benefit pension accrual); (ii) the waiver of any (x) waiting period for such US Continuing Employee in the transition between any existing analogous employee benefit plans and eligibility for participation in the Parent Benefit Plans and (y) pre-existing condition exclusions and insurability and actively at work requirements of such Parent Benefit Plan; (iii) subject to the availability of applicable data, any eligible expenses incurred by such US Continuing Employee and his or her covered dependents under an Employee Plan which is a welfare plan during the portion of the plan year of the Employee Plan ending on the date such US Continuing Employee’s participation in the corresponding Parent Benefit Plan begins to be taken into account under such Parent Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such US Continuing Employee and his or her covered dependents for such year as if such amounts had been paid in accordance with such Parent Benefit Plan; and (iv) credit the accounts of each US Continuing Employee under any Parent Benefit Plan that is a flexible spending arrangement with any unused balance in the account of such US Continuing Employee under the analogous Employee Plan. In transitioning the participation of any US Continuing Employee to a Parent Benefit Plan from the analogous Employee Plan, Parent shall use commercially reasonable efforts to ensure that there is no gap in coverage for or the provision of benefits to such US Continuing Employee.
