Common use of Service Credit; Etc Clause in Contracts

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. The To the extent that a Company Plan or Comparable Plan is made available to any Continuing Employee on or following the Effective Time, the Surviving Corporation shall (and Parent Newco shall cause the Surviving Corporation to) provide each cause to be granted to such 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 planentitlement); provided, however, that such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or was not credited for the same purpose with respect to such Continuing Employee under the analogous Employee Plan immediately prior to the Effective Time. 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 the Company Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Employee Company 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, pharmaceutical or 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 dependentsdependents to the extent waived for such person under the analogous Employee Plan immediately prior to the Closing Date, and (y) the Surviving Corporation shall allow cause 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, and (iii) credit the accounts of such Continuing Employees under any New Plan which is a flexible spending plan with any unused balance in the account of such Continuing Employee under the applicable Company Plan. 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 other forfeiture that were not applicable as of the Effective Time.

Service Credit; Etc. The Surviving Corporation To the extent that a Company Plan or Comparable Plan or other employee benefit plan is made available to any Continuing Employee on or following the Effective Time, Parent shall (and Parent shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to) provide each cause to be granted to such 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 planentitlement); provided, however, that such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or was not credited for the same purpose with respect to such Continuing Employee under the analogous Employee Plan immediately prior to the Effective Time. 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 Parent and its Subsidiaries (other than those employee benefit plans that are Employee the Company Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Employee Plan, Company Plan or Comparable Plan in which such Continuing Employee participates or participated 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 vision, death or disability benefits to any Continuing Employee, the Surviving Corporation Parent shall use commercially reasonable efforts to (xand Parent shall cause its Subsidiaries to) 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 dependentsdependents to the extent satisfied by or waived for such person under an analogous Old Plan immediately prior to the Closing Date, and Parent shall (yand Parent shall cause its Subsidiaries to) shall allow cause 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, and (iii) credit the accounts of such Continuing Employees under any New Plan which is a flexible spending plan with any unused balance in the account of such Continuing Employee under the applicable Old Plan. 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 that were not applicable as of the Effective Time.

Service Credit; Etc. The Surviving Corporation Effective as of the Closing and thereafter, Acquiror and its Affiliates shall (and Parent recognize, or shall cause the Surviving Corporation to) provide each Continuing Employee with credit for all service with the Company and its Subsidiaries to recognize, each Continuing Employee's employment or service with the Company or any of the Company's Subsidiaries (and their respective predecessorsincluding any current or former Affiliate thereof or any predecessor of the Company or any of its Subsidiaries) prior to the Effective Time Closing for all purposes, including for purposes of determining, as applicable, eligibility to participatefor participation, vesting and entitlement to benefits where length of service is relevant the Continuing Employee under all employee benefit plans maintained by the Company, its Subsidiaries, Acquiror or an Affiliate of Acquiror, including vacation plans or arrangements, 401(k) or other retirement plans and any welfare plans (including for purposes of vacation accrual and severance pay entitlement but excluding for purposes of any equity incentive plans or benefit accruals under a defined benefit pension plan); provided, however, that such service need not be credited except to the extent that it such recognition would result in a duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, effective as of the Closing and thereafter, Acquiror and its Affiliates shall, or shall cause the Company and its Subsidiaries to, (i) each cause any pre-existing conditions or limitations, eligibility waiting periods, actively at work requirements, evidence of insurability requirements or required physical examinations under any health or similar plan of the Company, its Subsidiaries, Acquiror or an Affiliate of Acquiror to be waived with respect to Continuing Employee shall be immediately Employees and their eligible to participatedependents (provided, without any waiting timethat, in the case of any insured arrangements, subject to the consent of the applicable insurer and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than those employee benefit plans that are Employee Plans) (Acquiror's commercially reasonable efforts to obtain such plansconsent), collectively, the “New Plans”) except to the extent coverage that any waiting period, exclusions or requirements still applied to such Continuing Employee under any such New Plan replaces coverage under a the comparable Employee Company Benefit Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plansClosing, collectively, the “Old Plans”) and (ii) for purposes of fully credit 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 with all deductible payments, co-payments and his or her covered dependents, and (y) shall allow any eligible other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company or any of the Company's Subsidiaries prior to the Closing during the portion of the plan year in which the Closing occurs for the purpose of determining the Old Plan ending on extent to which such Continuing Employee has satisfied 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 co-payments, or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable such plan year under any medical, dental, pharmaceutical or vision benefit plan of the Company, its Subsidiaries, Acquiror or an Affiliate of Acquiror, as if such amounts had been paid in accordance with such New Planplan (provided, that, in the case of any insured arrangements, subject to the consent of the applicable insurer and Acquiror's commercially reasonable efforts to obtain such consent).

Service Credit; Etc. The Surviving Corporation shall (and Parent Newco 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)entitlement) to the extent provided under the comparable Employee 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 the Company Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Employee Company 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) the Surviving Corporation shall allow cause 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, and (iii) credit the accounts of such Continuing Employees under any New Plan which is a flexible spending plan with any unused balance in the account of such Continuing Employee under the applicable Company Plan. 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 and shall not limit future which shall be subject to the applicable vacation paid time-off policy as in effect thereafter from time-to-time.

Service Credit; Etc. The Surviving Corporation Effective as of the Closing and thereafter, Acquiror and its Affiliates shall (and Parent recognize, or shall cause the Surviving Corporation to) provide Companies and their Subsidiaries to recognize, each Continuing Employee with credit for all Employee’s employment or service with any Company or any of the Company and its Companies’ Subsidiaries (and their respective predecessorsincluding any current or former Affiliate thereof or any predecessor of a Company or any of its Subsidiaries) prior to the Effective Time Closing for all purposes, including for purposes of determining, as applicable, eligibility to participatefor participation, vesting and entitlement to benefits where length of service is relevant the Continuing Employee under all employee benefit plans maintained by the Companies, their Subsidiaries, Acquiror or an Affiliate of Acquiror, including vacation plans or arrangements, 401(k) or other retirement plans and any severance or welfare plans (including for purposes of vacation accrual and severance pay entitlement but excluding for purposes of any equity incentive plans or benefit accruals under a defined benefit pension plan); provided, however, that such service need not be credited except to the extent that it such recognition would result in a duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, effective as of the Closing and thereafter, Acquiror and its Affiliates shall, or shall cause the Companies and their Subsidiaries to, (i) each cause any pre-existing conditions or limitations, eligibility waiting periods, actively at work requirements, evidence of insurability requirements or required physical examinations under any health or similar plan of the Companies, their Subsidiaries, Acquiror or an Affiliate of Acquiror to be waived with respect to Continuing Employee shall be immediately Employees and their eligible to participatedependents (provided, without any waiting timethat, in the case of any insured arrangements, subject to the consent of the applicable insurer and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than those employee benefit plans that are Employee Plans) (Acquiror’s commercially reasonable efforts to obtain such plansconsent), collectively, the “New Plans”) except to the extent coverage that any waiting period, exclusions or requirements still applied to such Continuing Employee under any such New Plan replaces coverage under a the comparable Employee Company Benefit Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plansClosing, collectively, the “Old Plans”) and (ii) for purposes of fully credit 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 with all deductible payments, co-payments and his or her covered dependents, and (y) shall allow any eligible other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of any Company or any of the Companies’ Subsidiaries prior to the Closing during the portion of the plan year in which the Closing occurs for the purpose of determining the Old Plan ending on extent to which such Continuing Employee has satisfied 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 co-payments, or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable such plan year under any medical, dental, pharmaceutical or vision benefit plan of the Companies, their Subsidiaries, Acquiror or an Affiliate of Acquiror, as if such amounts had been paid in accordance with such New Planplan (provided, that, in the case of any insured arrangements, subject to the consent of the applicable insurer and Acquiror’s commercially reasonable efforts to obtain such consent).

Service Credit; Etc. The Surviving Corporation shall (and Parent Newco 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 and excluding for purposes of any defined benefit pension plan or retiree welfare plan); provided, however, that such service need not be credited to the extent that (i) it would result in duplication of coverage or benefitsbenefits or (ii) such service credit is not recognized by the Company for similar purposes as of immediately prior to the date hereof. 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 the Company Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Employee Company 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 best 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) the Surviving Corporation shall allow use reasonable best efforts to cause 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, and (iii) credit the accounts of such Continuing Employees under any New Plan which is a flexible spending plan with any unused balance in the account of such Continuing Employee under the applicable Company Plan. 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 limit future accruals.

Service Credit; Etc. The Surviving Corporation Effective as of the Closing and thereafter, Acquiror and its Affiliates shall (and Parent recognize, or shall cause the Surviving Corporation to) provide each Continuing Employee with credit for all service with the Company and its Subsidiaries to recognize, each Continuing Employee’s employment or service with the Company or any of the Company’s Subsidiaries (and their respective predecessorsincluding any current or former Affiliate thereof or any predecessor of the Company or any of its Subsidiaries) prior to the Effective Time Closing for all purposes, including for purposes of determining, as applicable, eligibility to participatefor participation, vesting and entitlement to benefits where length of service is relevant the Continuing Employee under all employee benefit plans maintained by the Company, its Subsidiaries, Acquiror or an Affiliate of Acquiror, including vacation plans or arrangements, 401(k) or other retirement plans and any welfare plans (including for purposes of vacation accrual and severance pay entitlement but excluding for purposes of any equity incentive plans or benefit accruals under a defined benefit pension plan); provided, however, that such service need not be credited except to the extent that it such recognition would result in a duplication of coverage or benefits. In addition, and without limiting the generality of the foregoing, effective as of the Closing and thereafter, Acquiror and its Affiliates shall, or shall cause the Company and its Subsidiaries to, (i) each cause any pre-existing conditions or limitations, eligibility waiting periods, actively at work requirements, evidence of insurability requirements or required physical examinations under any health or similar plan of the Company, its Subsidiaries, Acquiror or an Affiliate of Acquiror to be waived with respect to Continuing Employee shall be immediately Employees and their eligible to participatedependents (provided, without any waiting timethat, in the case of any insured arrangements, subject to the consent of the applicable insurer and all employee benefit plans sponsored by the Surviving Corporation and its Subsidiaries (other than those employee benefit plans that are Employee Plans) (Acquiror’s commercially reasonable efforts to obtain such plansconsent), collectively, the “New Plans”) except to the extent coverage that any waiting period, exclusions or requirements still applied to such Continuing Employee under any such New Plan replaces coverage under a the comparable Employee Company Benefit Plan in which such Continuing Employee participates participated immediately before the Effective Time (such plansClosing, collectively, the “Old Plans”) and (ii) for purposes of fully credit 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 with all deductible payments, co-payments and his or her covered dependents, and (y) shall allow any eligible other out-of-pocket expenses incurred by such Continuing Employee and his or her covered dependents under the medical, dental, pharmaceutical or vision benefit plans of the Company or any of the Company’s Subsidiaries prior to the Closing during the portion of the plan year in which the Closing occurs for the purpose of determining the Old Plan ending on extent to which such Continuing Employee has satisfied 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 co-payments, or maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable such plan year under any medical, dental, pharmaceutical or vision benefit plan of the Company, its Subsidiaries, Acquiror or an Affiliate of Acquiror, as if such amounts had been paid in accordance with such New Planplan (provided, that, in the case of any insured arrangements, subject to the consent of the applicable insurer and Acquiror’s commercially reasonable efforts to obtain such consent).

Service Credit; Etc. The To the extent that a Company Plan or Comparable Plan is made available to any Continuing Employee on or following the Effective Time, the Surviving Corporation shall (and Parent Newco shall cause the Surviving Corporation to) provide each cause to be granted to such 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 entitlement, but excluding for purposes of not including any defined benefit pension plan or similar arrangement or for any purpose under any equity or equity-based plan); provided, however, that such service need not be credited to the extent that it would result in duplication of coverage or benefitsbenefits or was not credited for the same purpose with respect to such Continuing Employee under the analogous Employee Plan immediately prior to the Effective Time. 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 the Company Plans) (such plans, collectively, the “New Plans”) to the extent coverage under any such New Plan replaces coverage under a comparable Employee Company 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, pharmaceutical or 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 dependentsdependents to the extent waived for such person under the analogous Employee Plan immediately prior to the Closing Date, and (y) the Surviving Corporation shall allow cause 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, and (iii) credit the accounts of such Continuing Employees under any New Plan which is a flexible spending plan with any unused balance in the account of such Continuing Employee under the applicable Company Plan. 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 forfeitures that were not applicable as of the Effective Time.