Common use of Service Credit Clause in Contracts

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closing.

Service Credit. To The Buyer will, and will cause the extent that any Transferred Employee’s acquired rights are not already protected Acquired Companies to, credit service rendered by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize Continuing Employees prior to the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser Closing for all purposespurposes (including purposes of participation, including eligibilitycoverage, vesting, service-related vesting and level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Planbenefits, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized but not for purposes of early retirement subsidies in accordance with Schedule 5.1(h)benefit accrual under any defined benefit plan) under the all employee benefit plans plans, programs, policies and policies provided by Purchaser to such Transferred Employee following arrangements of the Buyer and its Subsidiaries (including the Acquired Companies) in which any Continuing Employees will participate effective as of the Closing, to the same extent as such service was recognized by Sellertaken into account immediately prior to the Closing under the corresponding Company Plans that provided similar coverage to the Affected Employees. Without limiting the foregoing, Rexam to the extent administratively and commercially practicable, the Continuing Employees will (and with respect to insurance arrangements with third parties, the Buyer will use commercially reasonable efforts to provide, or cause any third party insurance provider to provide, that the Continuing Employees will) not be subject to any pre-existing condition or other limitation under any health or welfare plans of their respective Affiliates, the Buyer and its Subsidiaries (including the Acquired Companies) in which any Continuing Employees will participate as applicable, of the Closing for any condition for which such Affected Employee would have been entitled to coverage immediately prior to the Closing under the corresponding Company Plan in which such Affected Employee participated immediately prior to the Closing. Purchaser shall, or shall The Buyer will use commercially reasonable efforts to cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable such Continuing Employees to Transferred Employees and their eligible dependents be given credit under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, such plans for co-payment payments and other out-of-pocket maximums incurred by expenses made, and deductibles satisfied, for the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductiblesthe Closing occurs. Notwithstanding the foregoing, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence the Buyer shall not be required to take the actions described in this Section 8.8.3 if a duplication of insurability requirement that benefits would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closingresult.

Service Credit. To For purposes of eligibility to participate and vesting (but not benefit accrual or level of benefits, except with respect to vacation, severance and short-term disability benefits, or otherwise specifically provided below) under the extent that Plans of Buyer and its Affiliates providing benefits to any Transferred Employee’s acquired rights are not already protected by Employee at any time after the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize Effective Time (the prior service of, or recognized with respect to“New Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Affiliates (and any predecessors) before such employee’s Transfer Date, to a similar extent as if such Transferred Employee was entitled, before the Effective Time to credit for such service under any comparable Seller Plan in which such Transferred Employee participated immediately before the Effective Time (such Seller Plans, collectively, the “Old Plans”), provided that, Buyer shall have the discretion to credit such service in a manner (i.e., on an hourly basis or elapsed time basis) applicable under the New Plans had such service been performed with Purchaser for Buyer or its Affiliates. In addition, and without limiting the generality of the foregoing, (a) each Transferred Employee shall be immediately eligible to participate, without any waiting time, in any and all purposesNew Plans to the extent coverage under such New Plan replaces coverage under an Old Plan, commencing at or as soon as practicable, using reasonable best efforts, after the later of the Effective Time or the time that coverage under such Old Plan ceases (including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension PlanTransition Services Agreement), provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized and (b) for purposes of early retirement subsidies in accordance with Schedule 5.1(h)each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, Buyer shall (to the extent all information reasonably necessary to implement such actions has been received from Seller) under the cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closinghis or her covered dependents, to the same extent such service was recognized exclusions or requirements were waived or satisfied under the corresponding Old Plan, and any eligible expenses incurred by Seller, Rexam such employee and his or any of their respective Affiliates, as applicable, immediately prior to her covered dependents during the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as portion of the Closing plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under the analogous Employee Benefit Plan, (ii) honor any such New Plan for purposes of satisfying all deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred Employee such employee and his or her eligible covered dependents on or after for the Closing, applicable plan year as if such amounts had been paid in each case to the extent accordance with such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingNew Plan.

Service Credit. To With respect to benefits accruing during the extent that any CBA Term, Buyer shall recognize and apply each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service ofwith Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or recognized with respect toplans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that Employee Benefits Plans of Buyer to the extent such service for benefit accruals purposes employee is vested under the Rexam Pension Plan shall be recognized for purposes Employee Benefits Plans of early retirement subsidies in accordance with Schedule 5.1(h)Seller (or its applicable Affiliates) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) toprovided that all vacation, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees personal and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a sick days accrued by each Transferred Employee as of the Closing under the analogous Employee Benefit Planplans, policies, programs and arrangements of Seller (iior its applicable Affiliates) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the calendar year prior to employment on or before the Closing in satisfying Date of any deductiblesTransferred Employee, co-payments or out-of-pocket maximums under health plans the cessation of Purchaser any Scheduled Employee’s employment on or any of its Affiliates in which they are eligible to participate after before the Closing Date, including (i) all Liabilities under any Employee Benefit Plan maintained by Seller and any Liabilities resulting from any deficiency in the same plan year in which administration or funding of any such deductiblesplan, co-payments or out-of-pocket maximums were incurred (ii) all claims for health care and other welfare benefits, including any workers’ compensation claims, (iii) waive COBRA continuation coverage requirements, (iv) any waiting period limitation or evidence of insurability requirement that would otherwise be applicable and all Liabilities with respect to a any employees who are not Transferred Employee Employees, and his or her eligible dependents on or after (v) any and all Liabilities accruing from the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingCBA MOA.

Service Credit. To Effective from and after the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable LawClosing Date, Purchaser shallexcept as provided in this Section 9.03(b), and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause an applicable Purchaser Affiliate to, credit each Transferred Employee for all service with Seller (and any of its Affiliates and their respective predecessors), to the extent Seller, immediately prior to the Transition Date, credits such service prior to the Transition Date, for purposes of eligibility, vesting and determination of the amount and level of benefits under all of the Purchaser Benefit Plans (including except for purposes of benefit accruals under any defined benefit pension plans and further excluding any sabbatical or employee recognition program) and each other compensation and benefit plan, program, policy or arrangement of any of the Purchased Entities) toPurchaser or in which similarly situated employees of any of Purchaser or its Affiliates participate; provided, however, that such service will not be recognized to the extent such recognition of credit would result in duplication of benefits with respect to the same period of service or such service is not recognized under the corresponding Seller Benefit Plan. Purchaser will, and will cause its Affiliates to (i) waive cause any preexisting and all pre-existing condition limitations otherwise applicable limitations, eligibility waiting periods and evidence of insurability requirements to be waived under the Purchaser Benefit Plans for Transferred Employees (and their eligible dependents dependents) to the extent such conditions and exclusions were satisfied or did not apply to such individuals under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the corresponding Seller Benefit Plan prior to the Transition Date, and (ii) provide full credit to the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Purchaser Benefit Plan, (ii) honor Plans for any deductible, co-payment payments, deductibles, and out-of-pocket maximums incurred by other expenditures made prior to the Transferred Employees and their eligible dependents under the health plans Transition Date in a corresponding Seller Benefit Plan in [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. which they participated immediately prior to the Closing Transition Date during the portion of the calendar year prior to before the Closing Transition Date in satisfying any deductiblesdeductible requirement, co-payments or out-of-pocket maximums maximum or similar terms under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which Purchaser Benefit Plans, provided that such deductibles, co-payments or out-of-pocket maximums were incurred payment, deductible, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be other expenditure information is timely furnished by the applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Seller Benefit Plan prior to the ClosingPlan.

Service Credit. To If Company Employees are included in any benefit plan maintained by Parent or any Parent Subsidiary (a “Parent Plan” ) following the Effective Time, such Company Employees shall receive credit for service with the Company and the Company Subsidiaries and their predecessors prior to the Effective Time to the same extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser was counted under similar Company Benefit Plans for all purposes, including purposes of eligibility, vesting, service-related and level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension such Parent Plan, provided that or if there is no such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closingsimilar Company Benefit Plan, to the same extent such service was recognized by Seller, Rexam under the applicable Company’s retirement or any of their respective Affiliates, as applicable, savings plan immediately prior to the Closing. Purchaser shallEffective Time, or shall cause its Affiliates (including the Purchased Entities) to, provided that (i) waive such recognition of service shall not operate to duplicate any preexisting condition limitations otherwise applicable benefits payable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect Company Employee with respect to the same period of service, (ii) service of the employees of the Surviving Company and any Company Subsidiary at the Effective Time subject to collective bargaining agreements or obligations (the “CBA Company Employees”) shall be determined under such collective bargaining agreements or obligations, (iii) in no event will such recognition of service for purposes of benefit levels apply for any purpose under a Transferred defined benefit pension plan of Parent or any Parent Subsidiary except to the extent that the Company Employee participates in a defined benefit plan of the Company or any Company Subsidiary as of the Closing under the analogous Employee Benefit PlanDate and only with respect to such defined benefit plan, (iiiv) honor in no event will such recognition of service be taken into account for purposes of determining a Company Employee’s eligibility to participate in a retiree medical benefit plan maintained by Parent or any deductibleParent Subsidiary, coand (v) this Section 5.12(c) shall not require that any Company Employee or CBA Company Employee who terminates employment with the Company or any Company Subsidiary or any affiliate thereof post-payment Closing following the Effective Time and out-of-pocket maximums incurred after a period of nonemployment with the Company and its affiliates subsequently becomes employed by the Transferred Employees Company, any Company Subsidiary, Parent or any affiliate thereof receive credit for service with the Company and the Company Subsidiaries and their eligible dependents under the health plans in which they participated immediately predecessors prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingEffective Time.

Service Credit. To All service under any Company Plan that was recognized, accrued or credited under such Company Plan immediately preceding the extent that any Transferred Employee’s acquired rights are not already protected Effective Time shall continue to be recognized, accrued or credited for all relevant purposes under such Company Plan as of and at all times following the Effective Time. Subject to obligations under applicable law and applicable collective bargaining agreements, all employees of the Company and its Subsidiaries who were employees immediately prior to the Effective Time (the "Affected Employees") shall be given credit for all service with the Company or its Subsidiaries (and service credited by the Transfer Regulations Company or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(hSubsidiary)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent as such service was recognized credited for such purpose by Sellerthe Company or such Subsidiary, Rexam under (a) all employee benefit plans, programs and policies, and fringe benefits of CEI or any the Surviving Corporation (if any) in which they first become participants on or after the Effective Time, for purposes of their respective Affiliates, as applicable, immediately prior eligibility and vesting but not for benefit accrual purposes or eligibility for early retirement purposes under defined benefit pension plans and not to the Closingextent crediting such service would result in duplication of benefits and (b) severance plans for purposes of calculating the amount of each Affected Employee's severance benefits. Purchaser shallTo the extent permissible under the terms thereof and required by applicable law, or CEI and the Surviving Corporation shall cause its Affiliates (including the Purchased Entities) to, (i) waive any all limitations as to preexisting condition limitations otherwise conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred the Affected Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser welfare benefit plans that provides health or life benefits in which the Transferred Employees such employees may be eligible to participate following in after the ClosingClosing Date, other than any limitations or waiting periods that were are already in effect with respect to a Transferred Employee such employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Affected Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year Date, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any deductibles, co-payments applicable deductible or out-of-pocket maximums requirements under health any welfare plans of Purchaser or any of its Affiliates in which they that such employees are eligible to participate in after the Closing Date. Nothing in this Section shall be deemed to require the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive employment of any waiting Affected Employee to be continued for any particular period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or time after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingClosing Date.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including For purposes of determining eligibility, vesting, service-related level of benefits participation and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit and compensation plans and policies provided maintained by Purchaser to such Transferred Employee Buyer and/or its Affiliates (including, following the Closing, the Company or its Subsidiaries) providing benefits to Continuing Employees after the Closing Date (collectively, “Buyer Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its Affiliates (and any predecessor entities thereto) before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service was recognized by Sellerunder any similar Employee Benefit Plans, Rexam or any of their respective Affiliates, as applicable, immediately prior except to the Closingextent such credit would result in a duplication of benefits. Purchaser shallIn addition, or shall cause its Affiliates (including and without limiting the Purchased Entities) to, generality of the foregoing: (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may each Continuing Employee shall be immediately eligible to participate following the Closingparticipate, without any waiting time, in any and all Buyer Benefit Plans; (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Buyer and its Affiliates shall cause all pre-existing condition exclusions and actively-at-work requirements of such Buyer Benefit Plan to be waived for such Continuing Employee and his or her covered dependents; and (iii) Buyer and its Affiliates shall cause any co-payments, deductibles and other than any limitations that were in effect eligible expenses incurred by such Continuing Employee and his or her covered dependents with respect to a Transferred any Employee as Benefit Plan during the portion of the plan year ending on the Closing Date to be taken into account under the analogous Employee comparable Buyer Benefit Plan, (ii) honor any Plan for purposes of satisfying all deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred such Continuing Employee and his or her eligible covered dependents on or after for the Closing, applicable plan year as if such amounts had been paid in each case accordance with such Buyer Benefit Plan. Notwithstanding anything to the extent such Transferred Employee contrary in this Section 8.02, Buyer and Seller acknowledge and agree that this Section 8.02 shall not (x) create any right in any Person to continued employment with the Company or eligible dependent had satisfied (y) constitute an amendment of any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingPlan.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shallSubject, and shall cause its Affiliates toin addition, recognize to the prior service ofrequirements imposed by Applicable Law (including, or recognized in the case of Automatic Transfer Echo Business Employees, the Automatic Transfer Regulations), from and after the Closing, with respect toto any “employee benefit plan” (as defined under Section 3(3) of ERISA, each Transferred whether or not subject to ERISA) maintained by Newco or any of its Subsidiaries (“Newco Benefit Plans”) in which any Continuing Employee as if such service had been performed with Purchaser becomes a participant following the Closing Date, for all purposespurposes of determining eligibility to participate, including eligibility, vesting, service-related vesting and level of benefits and (but not for benefit accrual (purposes, except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance severance and paid time off), (i) each Continuing Aspen Employee’s service with Schedule 5.1(h)) under Aspen and its Subsidiaries (as well as service with any predecessor employer, to the employee benefit plans and policies provided extent recognized by Purchaser Aspen or any of its Subsidiaries prior to such Transferred Employee following the Closing) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Emerson or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Emerson or any of its Subsidiaries prior to the Closing) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized by Sellerunder an analogous Aspen Benefit Plan or Echo Business Benefit Plan, Rexam respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) from and after the Closing, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of their respective AffiliatesContinuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Closing. Purchaser shall, and (ii) Newco shall recognize, or shall cause its Affiliates (including the Purchased Entities) toSubsidiaries to recognize, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, all co-payment payments, deductibles and similar expenses and out-of-pocket maximums incurred by the Transferred Employees each Continuing Employee (and their his or her eligible dependents under the health plans in which they participated immediately dependents) prior to the Closing during the portion plan year in which Closing occurs for purposes of the calendar year prior to the Closing in satisfying any deductibles, comparable deductible and co-payments or payment limitations and out-of-pocket maximums requirements under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductiblesNewco Benefit Plans, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement recognized under an analogous Employee Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Closing.

Service Credit. To Following the Effective Time, solely to the extent that any Transferred Employee’s acquired rights Continuing Employees (as defined below) are not already protected by the Transfer Regulations or other applicable Lawcovered under Parent Benefit Plans (as defined below), Purchaser shall, and shall cause its Affiliates to, recognize the Parent will use all reasonable efforts to give each Continuing Employee credit for prior service of, with the Company or recognized with respect to, each Transferred its Subsidiaries for purposes of (i) eligibility and vesting under any applicable Parent benefit plan or written policy or arrangement (“Parent Benefit Plan”) in which such Continuing Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level becomes eligible to participate at or following the Effective Time and (ii) determination of benefits levels under any vacation or severance Parent Benefit Plan in which such Continuing Employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and benefit accrual (except for ii) above, if the Company or any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension of its Subsidiaries maintains a comparable Company Employee Plan, provided service shall be credited solely to the extent that such service was or would have been credited for benefit accruals such purposes under such comparable plans and no such crediting will be required to the Rexam Pension Plan extent it results in the duplication of benefits, or under any bonus or other incentive compensation, or sabbatical or similar plan, program, agreement or arrangement. Solely to the extent that Continuing Employees are covered under Parent Benefit Plans, Parent shall be recognized for purposes give credit under those of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee its applicable Parent Benefit Plans that are welfare benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Continuing Employees may be become eligible to participate at or following the ClosingEffective Time, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, for all co-payment payments made, amounts credited toward deductibles and out-of-pocket maximums incurred maximums, and time accrued against applicable waiting periods, by the Transferred Continuing Employees and (including their eligible dependents dependents), in respect of the plan year in which the Effective Time occurs, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable to the Continuing Employees under the health plans Parent Benefit Plans in which they participated the Continuing Employees become eligible to participate at or following the Effective Time, but if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, solely to the extent such requirements and conditions were not applicable to the particular Continuing Employee under a comparable Company Employee Plan. For purposes of this Agreement, “Continuing Employees” shall mean those employees of Parent and employees of the Surviving Corporation as of the Effective Time who shall have been employees of the Company immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingEffective Time.

Service Credit. To Except as otherwise provided in this Agreement, for all purposes (including, without limitation, determining eligibility to participate and vesting), service recognized by the Seller and its Affiliates shall be treated as service recognized under an analogous Buyer Plan; provided, however, that such service shall not be recognized (a) for purposes of determining eligibility to participate in Buyer’s Retiree Medical Coverage Plan, (b) for benefit accrual purposes under any Buyer Plan which is a qualified defined benefit pension plan, or (c) to the extent that such recognition would result in any Transferred Employee’s acquired rights are not already protected by duplication of benefits. In addition, on and after the Transfer Regulations or other applicable LawClosing Date, Purchaser shalla Buyer Plan that is a group health plan shall (to the extent allowable under the terms of such plan) deem any pre-existing conditions, actively-at-work exclusions, proof-of-good-health requirements, evidence of insurability and shall cause its Affiliates to, recognize the prior service of, or recognized waiting periods with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level to participation by and coverage of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Continuing Employees and their eligible dependents under any plan to be satisfied so long as such conditions, exclusions, requirements, evidence of Purchaser insurability or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that waiting periods were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred deemed satisfied by the Transferred Employees Seller and their eligible dependents under the health plans in which they participated its Affiliates immediately prior to the Closing during Date. As soon as practicable after Closing, Seller or the portion applicable carrier for the Seller Plan will provide Buyer or the carrier of the calendar year prior Buyer Plan with records sufficient to determine whether such conditions were satisfied under the Closing in satisfying any deductiblesSeller Plan. Notwithstanding the foregoing, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after however, the Closing in the same plan year in which Buyer shall only deem such deductiblesconditions, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or exclusions, requirements, evidence of insurability requirement that would otherwise and waiting periods to be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case satisfied to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit agreed to by the insurer of the applicable Buyer Plan prior to the Closingthat is a group health plan.

Service Credit. To Following the Effective Time, Parent will use all reasonable efforts to give each Continuing Employee (as defined below) credit for prior service with the Company or its Subsidiaries for purposes of (i) eligibility and vesting under any applicable Parent benefit plan or written policy or arrangement ("PARENT BENEFIT PLAN") in which such Continuing Employee becomes eligible to participate at or following the Effective Time and (ii) determination of benefits levels under any vacation or severance Parent Benefit Plan in which such Continuing Employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, service shall be credited solely to the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had was or would have been performed with Purchaser credited for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan such comparable plans. Parent shall be recognized for purposes give credit under those of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee its applicable Parent Benefit Plans that are welfare benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Continuing Employees may be become eligible to participate at or following the ClosingEffective Time, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, for all co-payment payments made, amounts credited toward deductibles and out-of-pocket maximums incurred maximums, and time accrued against applicable waiting periods, by the Transferred Continuing Employees and (including their eligible dependents dependents), in respect of the plan year in which the Effective Time occurs. Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable to the Continuing Employees under the health plans Parent Benefit Plans in which they participated the Continuing Employees become eligible to participate at or following the Effective Time, but if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, solely to the extent such requirements and conditions were not applicable to the particular Continuing Employee under such comparable Company Employee Plan. For purposes of this Agreement, "CONTINUING EMPLOYEES" shall mean those employees of Parent and employees of the Surviving Corporation as of the Effective Time who shall have been employees of the Company immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingEffective Time.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for For purposes of early retirement subsidies participation of Continuing Non-Union Employees in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates (including Members of the Service Solutions Group after the Closing) (each, a “Purchaser Benefit Plan”), each Continuing Non-Union Employee shall be credited with all years of service for which such Continuing Non-Union Employee was credited before the Closing Date under any comparable Benefit Plan (which credit shall apply for all purposes other than benefit accrual under any defined benefit pension plan), except to the extent such credit would result in which they are a duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing: (a) each Continuing Non-Union Employee shall be immediately eligible to participate after participate, without any waiting time, in Purchaser Benefit Plans to the Closing in the same plan year extent that coverage under such plans replaces coverage under comparable Benefit Plans in which such deductiblesContinuing Non-Union Employee participated, coand (b) for purposes of each Purchaser Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Non-payments Union Employees, Purchaser shall cause all pre-existing condition exclusions and actively-at-work requirements of such Purchaser Benefit Plan to be waived for such Continuing Non-Union Employee and his or her covered dependents, and Purchaser shall cause any eligible expenses incurred by such Continuing Non-Union Employee and his or her covered dependents during the portion of the plan year of the Benefit Plan ending on the date such Continuing Non-Union Employee’s participation in the corresponding Purchaser Benefit Plan begins to be taken into account under such Purchaser Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred such Continuing Non-Union Employee and his or her eligible covered dependents on or after for the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement applicable plan year under an analogous Employee Purchaser Benefit Plan prior to the Closingas if such amounts had been paid in accordance with such Purchaser Benefit Plan.

Service Credit. To With respect to any employee benefit plans sponsored by CE Leasing, Watsco or any Subsidiary thereof, in which a Transferred Employee becomes eligible to participate on or after the extent that any Transferred Employee’s acquired rights are Closing, if not already protected by participating in such plans (the Transfer Regulations “New Plans”), Watsco or other the applicable Law, Purchaser Subsidiary shall, and Carrier and Watsco shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the ClosingCE Leasing, to the same extent such service was recognized practicable and permitted by SellerApplicable Law, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, : (i) waive any preexisting condition limitations otherwise applicable or cause its insurance carriers to Transferred Employees waive all pre-existing conditions, exclusions, eligibility waiting periods and their eligible dependents under any plan requirements to show evidence of Purchaser or any Affiliate of Purchaser that provides good health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment participation and out-of-pocket maximums incurred by coverage requirements applicable to the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior dependents, except to the Closing during the portion of the calendar year prior extent that such pre-existing conditions, exclusions, eligibility waiting periods or requirements to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or show evidence of insurability requirement that good health would otherwise be applicable apply under (A) with respect to a Northeast Business Transferred Employees, the analogous Carrier Plan or (B) with respect to Homans Business Transferred Employees, the analogous Watsco Plan, (ii) provide each Transferred Employee and his or her eligible dependents on or after the Closing, in each case with credit for any deductibles paid prior to the Closing under (A) with respect to Northeast Business Transferred Employees, any Carrier Plan (to the same extent that such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement credit was given under an analogous Employee Benefit such Carrier Plan prior to the Closing) or (B) with respect to Homans Business Transferred Employees, any Watsco Plan (to the same extent that such credit was given under such Watsco Plan prior to the Closing), in satisfying any applicable deductible or out-of-pocket requirements for the plan year in which such Transferred Employee first participates in any such New Plan, and (iii) recognize all service of the Transferred Employees with (A) with respect to Northeast Business Transferred Employees, Carrier and its Affiliates or (B) with respect to Homans Business Transferred Employees, Watsco and its Affiliates, prior to the Closing, and their respective predecessors, for all purposes, to the extent applicable under the New Plan, except to the extent that such crediting of service would result in duplication of benefits and provided that no prior service shall be required to be recognized for purposes of benefit accrual under any defined benefit plan. Carrier agrees that for purposes of Carrier Plans that are tax-qualified retirement plans or equity compensation plans, service with CE Leasing following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Carrier. Watsco agrees that for purposes of Watsco Plans that are tax-qualified retirement plans or equity compensation plans, service with CE Leasing following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Watsco.

Service Credit. To the extent that With respect to any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided sponsored by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam Company or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shallSubsidiary thereof, or shall cause its Affiliates Buyer or any Subsidiary thereof, in which a JV Employee becomes eligible to participate on or after the Closing (including the Purchased Entities) to“New Plans”), the Company, Buyer or the applicable Subsidiary, shall: (i) waive any preexisting condition limitations otherwise or cause its insurance carriers to waive all pre-existing conditions, exclusions, eligibility waiting periods and requirements to show evidence of good health with respect to participation and coverage requirements applicable to Transferred the JV Employees and their eligible dependents dependents, except to the extent that such pre-existing conditions, exclusions, eligibility waiting periods or requirements to show evidence of good health would apply under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect (A) with respect to a Carrier Transferred Employee as of the Closing under Employees, the analogous Employee Benefit Seller Plan or (B) with respect to Comfort Employees, the analogous Buyer Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred provide each JV Employee and his or her eligible dependents on or after the Closing, in each case with credit for any co-payments and deductibles paid prior to the Closing under (A) with respect to Carrier Transferred Employees, any Seller Plan (to the same extent that such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement credit was given under an analogous Employee Benefit such Seller Plan prior to the Closing) or (B) with respect to Comfort Employees, any Buyer Plan (to the same extent that such credit was given under such Buyer Plan prior to the Closing), in satisfying any applicable deductible or out-of-pocket requirements for the plan year in which such JV Employee first participates in any such New Plan, and (iii) recognize all service of the JV Employees with (A) with respect to Carrier Transferred Employees, Seller and its Affiliates or (B) with respect to Comfort Employees, Buyer and its Affiliates, prior to the Closing, and their respective predecessors, for all purposes, to the extent applicable under the New Plan, except to the extent that such crediting of service would result in duplication of benefits and provided that no prior service shall be required to be recognized for purposes of benefit accrual under any defined benefit plan. Seller agrees that for purposes of Seller Plans that are tax-qualified retirement plans or equity compensation plans, service with Buyer, the Company, and their respective Subsidiaries following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Seller. Buyer agrees that for purposes of Buyer Plans that are tax-qualified retirement plans or equity compensation plans, service with Buyer, the Company, and their respective Subsidiaries following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Buyer.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser Buyer shall, and shall cause the Acquired Companies to grant all Employees credit under the plans and benefit programs of Buyer and its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual service prior to the Closing for all purposes (except for any other than benefit accruals for U.S. union and non-union hourly Transferred Employees under the any defined benefit Rexam Pension Plan, provided that such service plan or under any post-retirement health and welfare plan which provides for benefit accruals purposes under the Rexam Pension Plan shall be recognized employer contributions) for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent which such service was recognized by Sellerthe Acquired Companies, Rexam or any of their respective AffiliatesSellers, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser Sellers. In addition, Buyer shall, and shall cause the Acquired Companies to, waive any pre-existing condition exclusions and actively-at-work requirements and provide that provides health any expenses incurred on or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of before the Closing under the analogous Employee Benefit Plan, (ii) honor Date by any such individuals or their covered dependents shall be taken into account for purposes of satisfying applicable deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums provisions under health plans of Purchaser or any of its Affiliates in which they are eligible to participate covering such individuals after the Closing in the same plan year in which the Closing occurs to the extent such deductibleswaivers and credits are supported by adequate documentation provided to Buyer by Sellers or their Affiliates within 90 days after the Closing Date. Sellers and their Affiliates shall retain responsibility for all medical, co-payments vision, dental, life insurance, accident insurance and disability coverage claims incurred by the Employees as of the Closing Date to the extent covered under a plan sponsored or out-of-pocket maximums were maintained by a Seller or an Affiliate of a Seller. For purposes of the preceding sentence, a claim shall be deemed to have been incurred (i) for medical, vision, and dental coverage, on the date the service giving rise to the claim is performed, (ii) for life and accident insurance coverage, on the date of death or accident, and (iii) waive any waiting period limitation or evidence for disability coverage, on the date of insurability requirement disability. As of the Closing, each Employee will be immediately credited with a pro-rata share of personal time off under Buyer’s personal time off program and will receive a number of vacation days for the 2007 calendar year equal to the number of vacation days that would otherwise be applicable to a Transferred have been credited on January 1, 2007 under Buyer’s vacation policy less the number of days of paid time off that each such Employee has taken with Sellers and his or her eligible dependents on or their Affiliates during 2007. Sellers shall, as soon as practicable after the Closing, in provide Buyer with a list which sets forth the number of days of paid time off taken by each case to of the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingEmployees with Sellers and their Affiliates during 2007.

Service Credit. To From and after the extent that any Initial Closing Date (or, if later, the applicable Transfer Date), with respect to each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other , each applicable Law, Purchaser shall, and shall cause its Affiliates toshall use commercially reasonable efforts to (a) recognize, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closingeligibility, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates vesting (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing Excluded Benefits), and benefit levels, under the analogous Employee Benefit Planapplicable plans, (ii) honor any deductibleprograms, co-payment policies, agreements and out-of-pocket maximums incurred arrangements that are sponsored by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of may be established or maintained by such Purchaser or any of its Affiliates in which they are eligible to participate (including the members of the Acquired Group) on or after the Initial Closing in (“Purchaser Benefit Plans”), service with Seller and its Affiliates and predecessors earned prior to the same plan year in which Initial Closing to the extent such service was recognized for such purposes under a corresponding Benefit Plan, (b) waive any preexisting condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement under the applicable Purchaser Benefit Plans that provide health and other welfare benefits, except to the extent such preexisting condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (and was not otherwise satisfied by such Transferred Employee) under the corresponding Benefit Plan immediately prior to the Initial Closing Date (or, if later, the applicable Transfer Date), and (c) provide full credit under the applicable Purchaser Benefit Plans that provide health benefits for any co-payments, deductibles, co-payments or out-of-pocket maximums were expenses or similar payments already made or incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to under a Benefit Plan by the Transferred Employee (and his or her each eligible dependents on or after the Closing, in each case to the extent dependent of such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan Employee) immediately prior to the Closing.Initial Closing Date (or, if later, the applicable Transfer Date) for the plan year in which the Initial Closing Date (or, if later, the applicable Transfer Date) occurs; provided that, in the case of each of clauses (a) and (c), no Transferred Employee’s service shall be credited (i) for purposes of benefit accrual under any Purchaser Benefit Plans that are defined benefit pension plans or retiree medical plans covering the Transferred Employees or for purposes of vesting of equity-based incentive compensation awards,

Service Credit. To the extent that For all purposes relating to employment, including determining eligibility to participate, level of benefits, vesting, benefit accruals and early retirement subsidies, under any employee benefit plans and arrangements and employment-related entitlements sponsored, provided, maintained or contributed to by RMT Partner or its affiliates providing benefits to any Transferred EmployeeEmployee at any time at or after such employee’s acquired rights are not already protected by Transfer Time (the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to“New Plans”), each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized credited for purposes of early retirement subsidies in accordance his or her service with Schedule 5.1(h)Parent and its affiliates (and any predecessors) under the employee benefit plans and policies provided by Purchaser to before such Transferred Employee following the Closingemployee’s Transfer Time, to the same extent as such Transferred Employee was entitled, before the relevant Transfer Time, to credit for such service was recognized by Sellerunder any comparable Parent Benefit Plan in which such Transferred Employee participated immediately before such employee’s Transfer Time (such plans, Rexam or any of their respective Affiliatescollectively, as applicablethe “Old Plans”), immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, except (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents for purposes of benefit accrual under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Planfinal average pay defined benefit pension plan, (ii) honor with respect to any plan or benefit under any plan that is listed in Schedule 11.3(c), to the extent provided in such schedule or (iii) as would result in any duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing, as of each Transferred Employee’s Transfer Time: (A) each such Transferred 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 replaces coverage under an Old Plan; and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, RMT Partner shall 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, to the extent such exclusions or requirements were waived or satisfied under the corresponding Old Plan, and RMT Partner shall cause any eligible expenses incurred by such 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 taken into account under such New Plan for purposes of satisfying all deductible, co-payment insurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred Employee such employee and his or her eligible covered dependents on or after for the Closing, applicable plan year as if such amounts had been paid in each case accordance with such New Plan. Notwithstanding anything herein to the extent such Transferred Employee contrary and except as specifically set forth in Sections 11.3(d), 11.3(h), 11.3(i) and 11.3(m) and Schedule 11.3(b)(ii), RMT Partner and its affiliates shall have no obligation to provide any particular employee benefit or eligible dependent had satisfied employee benefit plan and may amend or terminate any similar limitation New Plan or requirement under an analogous Employee Benefit Plan prior to any other employee benefit plan at any time in its discretion or as otherwise set forth in the Closing.respective plan. Table of Contents

Service Credit. To the extent that For all purposes relating to employment, including determining eligibility to participate, level of benefits, vesting, benefit accruals and early retirement subsidies, under any employee benefit plans and arrangements and employment-related entitlements sponsored, provided, maintained or contributed to by RMT Partner or its affiliates providing benefits to any Transferred EmployeeEmployee at any time at or after such employee’s acquired rights are not already protected by Transfer Time (the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to“New Plans”), each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized credited for purposes of early retirement subsidies in accordance his or her service with Schedule 5.1(h)Parent and its affiliates (and any predecessors) under the employee benefit plans and policies provided by Purchaser to before such Transferred Employee following the Closingemployee’s Transfer Time, to the same extent as such Transferred Employee was entitled, before the relevant Transfer Time, to credit for such service was recognized by Sellerunder any comparable Parent Benefit Plan in which such Transferred Employee participated immediately before such employee’s Transfer Time (such plans, Rexam or any of their respective Affiliatescollectively, as applicablethe “Old Plans”), immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, except (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents for purposes of benefit accrual under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Planfinal average pay defined benefit pension plan, (ii) honor with respect to any plan or benefit under any plan that is listed in Schedule 11.3(c), to the extent provided in such schedule or (iii) as would result in any duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing, as of each Transferred Employee’s Transfer Time: (A) each such Transferred 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 replaces coverage under an Old Plan; and (B) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, RMT Partner shall 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, to the extent such exclusions or requirements were waived or satisfied under the corresponding Old Plan, and RMT Partner shall cause any eligible expenses incurred by such 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 taken into account under such New Plan for purposes of satisfying all deductible, co-payment insurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred Employee such employee and his or her eligible covered dependents on or after for the Closing, applicable plan year as if such amounts had been paid in each case accordance with such New Plan. Notwithstanding anything herein to the extent such Transferred Employee contrary and except as specifically set forth in Sections 11.3(d), 11.3(h), 11.3(i) and 11.3(m) and Schedule 11.3(b)(ii), RMT Partner and its affiliates shall have no obligation to provide any particular employee benefit or eligible dependent had satisfied employee benefit plan and may amend or terminate any similar limitation New Plan or requirement under an analogous Employee Benefit Plan prior to any other employee benefit plan at any time in its discretion or as otherwise set forth in the Closingrespective plan.

Service Credit. To the extent that any For purposes of eligibility and vesting (but not benefit accrual or eligibility for defined benefit pension plans and retiree medical and welfare plans) under Buyer Plans, (a) Buyer shall recognize each Transferred Employee’s acquired rights are not already protected by seniority date with Seller or the Transfer Regulations applicable Seller Party (or other applicable Law, Purchaser shalltheir predecessors) under its employee benefit programs (where such seniority date is relevant) consistent with Buyer’s treatment of employees generally, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, (b) each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes credited with his or her years of early retirement subsidies in accordance service with Schedule 5.1(h)Seller or the applicable Seller Party (or their predecessors) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent that such Transferred Employee was entitled to credit for such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan similar Business Employee Plan of Purchaser Seller or any Affiliate of Purchaser that provides health or life benefits the applicable Seller Party in which the such Transferred Employees may be Employee participated or was eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during Date (such plans, collectively, the portion “Old Plans”); provided that the foregoing shall not apply 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 calendar year prior foregoing, Buyer shall use reasonable best efforts to the Closing in satisfying cause for purposes of each Buyer Plan providing medical, dental, disability, pharmaceutical and/or vision benefits to any deductiblessuch Transferred Employee, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise requirements, all pre-existing condition exclusions and actively-at-work requirements of such Buyer Plan to be applicable to a waived for such Transferred Employee and his or her eligible dependents on or after the Closingcovered dependents, in each case to the extent such conditions were inapplicable or waived under the comparable Old Plan. Buyer shall use reasonable best efforts to cause any eligible expenses incurred and paid by any Transferred Employee and his or eligible dependent had satisfied any similar limitation her covered dependents during the portion of the plan year of the Old Plan ending on the date such Transferred Employee’s participation in the corresponding Buyer Plan begins to be taken into account under such Buyer Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employee and his or requirement under an analogous Employee Benefit Plan prior to her covered dependents for the Closingapplicable plan year.

Service Credit. To From and after the extent that any Closing Date (or, if later, the applicable Transfer Date), with respect to each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates toshall (a) recognize, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, purposes (including eligibility, vesting, service-related level of benefits vesting and benefit accrual (except for any benefit accruals for U.S. union levels and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)accruals) under the employee benefit plans applicable plans, programs, policies, agreements and policies provided arrangements that are sponsored by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred established or maintained by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate (including the Company Group) on or after the Closing in (“Purchaser Benefit Plans”), service with Seller and its Affiliates and predecessors earned prior to the same plan year in which Closing to the extent such service was recognized for such purposes under a corresponding Benefit Plan, (b) use commercially reasonable efforts to waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement under the applicable Purchaser Benefit Plans that provide health and other welfare benefits, except to the extent such pre‑existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (and was not otherwise satisfied by such Transferred Employee) under the corresponding Benefit Plan immediately prior to the Closing Date (or, if later, the applicable Transfer Date), and (c) use commercially reasonable efforts to provide full credit under the applicable Purchaser Benefit Plans that provide health benefits for any co-payments, deductibles, co-payments or out-of-pocket maximums were expenses or similar payments already made or incurred under a Benefit Plan by the Transferred Employee (and each eligible dependent of such Transferred Employee) immediately prior to the Closing Date (or, if later, the applicable Transfer Date) for the plan year in which the Closing Date (or, if later, the applicable Transfer Date) occurs; provided that, in the case of each of clauses (a) and (c), no Transferred Employee’s service shall be credited (i) for purposes of benefit accrual under any defined benefit pension plans or retiree medical plans covering the Transferred Employees or for purposes of vesting of equity-based incentive compensation awards, (ii) for purposes of plans that are frozen to new participants or (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee credit would result in any duplication of compensation or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closingbenefits.

Service Credit. To Following the Effective Time, Parent will use all reasonable efforts to give each Continuing Employee (as defined below) credit for prior service with the Company or its Subsidiaries for purposes of (i) eligibility and vesting under any applicable Parent benefit plan or written policy or arrangement ("Parent Benefit Plan") in which such Continuing Employee becomes eligible to participate at or following the Effective Time and (ii) determination of benefits levels under any vacation or severance Parent Benefit Plan in which such Continuing Employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, service shall be credited solely to the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had was or would have been performed with Purchaser credited for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan such comparable plans. Parent shall be recognized for purposes give credit under those of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee its applicable Parent Benefit Plans that are welfare benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Continuing Employees may be become eligible to participate at or following the ClosingEffective Time, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, for all co-payment payments made, amounts credited toward deductibles and out-of-pocket maximums incurred maximums, and time accrued against applicable waiting periods, by the Transferred Continuing Employees and (including their eligible dependents dependents), in respect of the plan year in which the Effective Time occurs. Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable to the Continuing Employees under the health plans Parent Benefit Plans in which they participated the Continuing Employees become eligible to participate at or following the Effective Time, but if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, solely to the extent such requirements and conditions were not applicable to the particular Continuing Employee under such comparable Company Employee Plan. For purposes of this Agreement, "Continuing Employees" shall mean those employees of Parent and employees of the Surviving Corporation as of the Effective Time who shall have been employees of the Company immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingEffective Time.

Service Credit. To (i) Following the extent that any Transferred Employee’s acquired rights are not already protected by Effective Time, Parent shall assume the Transfer Regulations or other applicable Law, Purchaser shallCompany Benefit Plans, and the Parent Employees shall cause its Affiliates tocommence participation in the Company Benefit Plans at such time or times as are determined by Parent following the Effective Time; provided that Parent Employees shall be eligible to participate in any Company Benefit Plan that provides retiree medical benefits to the same extent as similarly situated Company Employees who are newly hired after the Effective Time (for the avoidance of doubt, recognize excluding any such Company Benefit Plan that has been frozen to new participants or for which participation is limited to a grandfathered population), subject to the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, crediting provisions set forth in Section 6.11(b)(ii). (ii) For purposes of vesting, service-related eligibility to participate and level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension PlanCompany Benefit Plans providing benefits to any Parent Employees after the Effective Time (the “New Plans”), provided that such service for benefit accruals purposes under the Rexam Pension Plan each Parent Employee shall be recognized for purposes credited with his or her years of early retirement subsidies in accordance service with Schedule 5.1(h)(x) under Parent and its Subsidiaries and their respective predecessors before the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, Effective Time to the same extent such service was recognized by SellerParent for similar purposes prior to the Effective Time (or, Rexam if there is not a similar purpose under the Parent Benefit Plans as in effect prior to the Effective Time or any of no similar Parent Benefit Plan, to the same extent the Company would recognize such service for similarly situated Company Employees under the Company Benefit Plans), and (y) with the Company and its Subsidiaries and their respective Affiliatespredecessors prior to the Effective Time to the extent such service was recognized by the Company for similar purposes prior to the Effective Time, as applicableprovided that service with any predecessor entity prior to the date on which such entity became an Affiliate of the Company shall only be credited to the extent such Parent Employee was employed by such predecessor entity on the date such predecessor entity became an Affiliate of the Company; provided further that the foregoing shall not apply with respect to (A) any defined benefit pension plan, (B) the level of the retirement savings contribution under any tax-qualified or non-qualified defined contribution plans, (C) the determination of the level of benefits, including any employer subsidy, applicable to a Parent Employee under any New Plan that provides retiree medical benefits, (D) any benefit plan that is frozen or for which participation is limited to a grandfathered population, (E) if the Parent or the Company, respectively, recognized such service for similar purposes prior to the Effective Time, to the extent that its application would result in a Parent Employee or Company Employee, respectively, receiving service credit in excess of the maximum service credit that such Parent Employee or Company Employee, respectively, could be credited for such similar purpose or (F) 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 Parent 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 replacing comparable coverage under a Parent Benefit Plan in which such Parent Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”), and (B) for purposes of each New Plan providing life insurance, medical, dental, pharmaceutical and/or vision benefits to any Parent Employee, Parent shall use its 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 and his or her covered dependents, unless and to the extent the individual, immediately prior to entry in the Closing. Purchaser shallNew Plans, was subject to such conditions under the comparable Old Plans, and (2) any eligible expenses incurred by such employee and his or shall cause its Affiliates (including her covered dependents during the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as portion of the Closing plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under the analogous Employee Benefit Plan, (ii) honor any such New Plan for purposes of satisfying all deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by requirements applicable to such employee and his or her covered dependents for the Transferred Employees applicable plan year as if such amounts had been paid in accordance with such New Plan. (iii) Each Company Employee shall continue to participate in the Company Benefit Plans following the Effective Time and shall be credited with his or her years of service with the Company and its Subsidiaries and their eligible dependents respective predecessors before the Effective Time for all purposes to the same extent as such Company Employee was entitled, before the Effective Time, to credit for such service under the health plans each Company Benefit Plan in which they such Company Employee participated or was eligible to participate immediately prior to the Closing during Effective Time. To the portion extent a Parent Employee continues to participate in any Parent Benefit Plan following the Effective Time, such Parent Employee shall be credited with his or her years of service with Parent and its Subsidiaries and their respective predecessors before the calendar year Effective Time for all purposes to the same extent as such Parent Employee was entitled, before the Effective Time, to credit for such service under such Parent Benefit Plan immediately prior to the Effective Time. (iv) If following the Effective Time, Parent and its Subsidiaries adopt new compensation or benefit plans or arrangements not contemplated by Sections 6.11(b)(i)-(iii) (a “Post-Closing in satisfying any deductiblesBenefit Plan”), co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred each Company Employee and Parent Employee shall be credited with his or her eligible dependents on years of service with the Company and its Subsidiaries, or after Parent and its Subsidiaries, as applicable, and their respective predecessors before the ClosingEffective Time, in each case for all purposes to the same extent as such Transferred Company Employee or eligible dependent had satisfied any similar limitation or requirement Parent Employee is entitled to credit for such service under an analogous Employee Section 6.11(b)(ii) and Section 6.11(b)(iii) if such Post-Closing Benefit Plan prior was a Company Benefit Plan; provided, however, that with respect to any Post-Closing Benefit Plan that is a defined benefit pension plan or retiree medical plan, each Parent Employee shall be credited with his or her years of service with the Company and its Subsidiaries, or Parent and its Subsidiaries, as applicable, and their respective predecessors before the Effective Time for all purposes to the Closingsame extent similarly situated Company Employees are entitled to credit for such service under this Section 6.11(b)(iv), it being understood that the service crediting limitations set out in (ii) will not apply to such Post-Closing Benefit Plan.

Service Credit. To With respect to each Continuing Employee, effective from and after the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable LawClosing, Purchaser Buyer shall, and shall cause its Affiliates to, recognize the prior service of(a) recognize, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level purposes of benefits eligibility and vesting but not for purposes of benefit accrual (except other than for any benefit accruals for U.S. union calculation of levels of severance pay and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)paid time off) under all plans, programs and arrangements established or maintained by Buyer or its Affiliates in which the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Continuing Employees participate after Closing, service with the Group Companies prior to the same Closing to the extent such service was recognized under the corresponding Employee Plan covering such Continuing Employee (b) use commercially reasonable efforts to 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 SellerBuyer or its Affiliates for the benefit of the Continuing Employees, Rexam or any of their respective Affiliates, as applicable, immediately prior except to the Closing. Purchaser shallextent such pre-existing condition, exclusion, requirement or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable waiting period would have applied to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing such individual under the analogous corresponding Employee Benefit Plan, Plan or Group Company Plan covering such Continuing Employee during the relevant plan year and (iic) honor use commercially reasonable efforts to provide full credit for any deductible, co-payment and out-of-pocket maximums payments, deductibles or similar payments made or incurred by the Transferred Employees and their eligible dependents a Continuing Employee under the health plans in which they participated immediately a corresponding Employee Plan covering such Continuing Employee prior to the Closing during for the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductiblesthe Closing occurs. In addition, co-payments or out-of-pocket maximums were incurred and (iii) waive without limiting the generality of the foregoing, Buyer shall use commercially reasonable efforts to provide that each Continuing Employee shall be immediately eligible to participate, without any waiting period limitation or evidence time, in any and all employee benefit plans of insurability requirement that would otherwise be applicable Buyer and its Affiliates providing benefits to a Transferred Employee and his or her eligible dependents on or any Continuing Employees after the Closing, in each case Closing Date (“New Plans”) to the extent coverage under such Transferred New Plan replaces an employee benefit plan in which such Continuing Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to participated immediately before the ClosingClosing Date (such plans, collectively, the “Old Plans”).

Service Credit. To With respect to benefits accruing during the extent that any CBA Term, Buyer shall recognize and apply each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service ofwith Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non-Represented Transferred Employees in Seller’s policies or recognized with respect toplans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that Employee Benefits Plans of Buyer to the extent such service for benefit accruals purposes employee is vested under the Rexam Pension Plan shall be recognized for purposes Employee Benefits Plans of early retirement subsidies in accordance with Schedule 5.1(h)Seller (or its applicable Affiliates) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) toprovided that all vacation, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees personal and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a sick days accrued by each Transferred Employee as of the Closing under the analogous Employee Benefit Planplans, policies, programs and arrangements of Seller (iior its applicable Affiliates) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the calendar year prior to employment on or before the Closing in satisfying Date of any deductiblesTransferred Employee, co-payments or out-of-pocket maximums under health plans the cessation of Purchaser any Scheduled Employee’s employment on or any of its Affiliates in which they are eligible to participate after before the Closing Date, including (i) all Liabilities under any Employee Benefit Plan maintained by Seller and any Liabilities resulting from any deficiency in the same plan year in which administration or funding of any such deductiblesplan, co-payments or out-of-pocket maximums were incurred (ii) all claims for health care and other welfare benefits, including any workers’ compensation claims, (iii) waive COBRA continuation coverage requirements, (iv) any waiting period limitation or evidence of insurability requirement that would otherwise be applicable and all Liabilities with respect to a any employees who are not Transferred Employee Employees, and his or her eligible dependents on or after (v) any and all Liabilities accruing from the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingCBA MOA.

Service Credit. To With respect to each Continuing Employee, effective from and after the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable LawClosing, Purchaser Buyer shall, and shall cause its Affiliates to, recognize the prior service ofuse commercially reasonable efforts to (a) recognize, or recognized with respect tofor purposes of determining eligibility to participate, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level levels of benefits and vesting where length of service is relevant (but not for benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the accrual, defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)pension benefits or retiree health or welfare benefits) under any health, welfare, retirement, severance or vacation benefit plan or arrangement established or maintained by Buyer or its Affiliates for the employee benefit plans of such Continuing Employees, service with Seller and policies provided by Purchaser to such Transferred Employee following the Closing, its Affiliates prior to the same Closing to the extent such service was recognized by Sellerunder the corresponding Employee Plan or Group Company Plan covering such Continuing Employee, Rexam or any in each case, except where it would result in a duplication of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates benefits; (including the Purchased Entities) to, (ib) waive any preexisting pre-existing condition limitations otherwise applicable to Transferred Employees exclusion, actively-at-work requirement or waiting period under all employee health and their eligible dependents under any plan of Purchaser other welfare benefit plans established or any Affiliate of Purchaser that provides health maintained by Buyer or life benefits in which its Affiliates for the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as benefit of the Closing Continuing Employees, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such individual under the analogous corresponding Employee Benefit Plan, Plan or Group Company Plan covering such Continuing Employee and (iic) honor provide full credit for any deductible, co-payment and out-of-pocket maximums payments, deductibles or similar payments made or incurred by the Transferred Continuing Employees and their eligible dependents under the health plans in which they participated immediately a corresponding Employee Plan or Group Company Plan covering such Continuing Employee prior to the Closing during for the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which the Closing occurs; provided, however, that Buyer’s obligations under this sentence shall be subject to its receipt of all necessary information from either Seller or the Continuing Employee, related to such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent amounts paid by such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingContinuing Employee.

Service Credit. To Effective from and after the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable LawClosing Date, Purchaser shallexcept as provided in this Section 9.03(b), and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause an applicable Purchaser Affiliate to, credit each Transferred Employee for all service with Seller (and any of its Affiliates and their respective predecessors), to the extent Seller, immediately prior to the Transition Date, credits such service prior to the Transition Date, for purposes of eligibility, vesting and determination of the amount and level of benefits under all of the Purchaser Benefit Plans (including except for purposes of benefit accruals under any defined benefit pension plans and further excluding any sabbatical or employee recognition program) and each other compensation and benefit plan, program, policy or arrangement of any of the Purchased Entities) toPurchaser or in which similarly situated employees of any of Purchaser or its Affiliates participate; provided, however, that such service will not be recognized to the extent such recognition of credit would result in duplication of benefits with respect to the same period of service or such service is not recognized under the corresponding Seller Benefit Plan. Purchaser will, and will cause its Affiliates to (i) waive cause any preexisting and all pre-existing condition limitations otherwise applicable limitations, eligibility waiting periods and evidence of insurability requirements to be waived under the Purchaser Benefit Plans for Transferred Employees (and their eligible dependents dependents) to the extent such conditions and exclusions were satisfied or did not apply to such individuals under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the corresponding Seller Benefit Plan prior to the Transition Date, and (ii) provide full credit to the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Purchaser Benefit Plan, (ii) honor Plans for any deductible, co-payment payments, deductibles, and out-of-pocket maximums incurred by other expenditures made prior to the Transferred Employees and their eligible dependents under the health plans Transition Date in a corresponding Seller Benefit Plan in which they participated immediately prior to the Closing Transition Date during the portion of the calendar year prior to before the Closing Transition Date in satisfying any deductiblesdeductible requirement, co-payments or out-of-pocket maximums maximum or similar terms under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which Purchaser Benefit Plans, provided that such deductibles, co-payments or out-of-pocket maximums were incurred payment, deductible, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be other expenditure information is timely furnished by the applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Seller Benefit Plan prior to the ClosingPlan.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including For purposes of eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Planplans of the Purchaser providing benefits to Transferred Employees, provided that the Purchaser shall credit each such Transferred Employee with his or her years of service for benefit accruals purposes under credited by the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies Sellers or their Affiliates (in accordance with Schedule 5.1(h)) under the employee provisions of the Sellers’ or their Affiliates’ benefit plans and policies provided by Purchaser to such Transferred Employee following as they were in effect as of the ClosingOriginal APA Date), to the same extent such service as the Transferred Employee was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, entitled immediately prior to the ClosingPolymers Closing (in the case of the Transferred Polymers Employees) or the Base Chemicals Closing Date (in the case of the Transferred Base Chemicals Employees) to credit for such service under any similar benefit plan of the Sellers or their Affiliates; provided, however, that the applicable Purchaser defined benefit plan shall provide that the Transferred Employee’s accrued benefit thereunder shall be offset or reduced by such Transferred Employee’s accrued benefit under the Huntsman Defined Benefit Pension Plan (including any credit under any applicable Chevron/Texaco pension benefit) and the Huntsman Local No. Purchaser shall, 436 G-U.S.W.A.I.U. Hourly Rated Employees’ Pension Plan (as applicable) as of the Polymers Closing Date (in the case of the Transferred Polymers Employees) or the Base Chemicals Closing Date (in the case of the Transferred Base Chemicals Employees); but in no event shall cause its a Transferred Employee’s accrued benefit under the applicable Purchaser’s plan be less than the amount determined under such plan’s benefit formula without consideration of service credited by the Sellers and their Affiliates (including in accordance with the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees provisions of the Sellers’ or their Affiliates’ benefit plans and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that policies as they were in effect as of the Original APA Date) prior to the applicable Closing Date and without reduction for the Transferred Employee’s accrued benefit under the applicable Seller’s plan. The benefit plans of the Purchaser shall not deny Transferred Employees coverage or benefits on the basis of pre-existing conditions and shall credit such Transferred Employees for any deductibles and out of pocket expenses paid in the year of initial participation in the benefit plans of the Purchaser, provided such Transferred Employees elect to participate in the benefit plans of the Purchaser when first eligible to do so. As soon as practicable, but in any event not later than 180 days after the Polymers Closing (in the case of the Transferred Polymers Employees) or the Base Chemicals Closing (in the case of the Transferred Base Chemicals Employees) (and, with respect to a any Transferred Employee who terminates employment with the Purchaser before such time, as soon as practicable following a request from the Purchaser), the Sellers shall provide the Purchaser with such information in the possession of the Closing Sellers that the Purchaser may reasonably require to carry out its obligations under this Section 6.7(f), and shall otherwise cooperate with the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior Purchaser with respect to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closingobligations.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for For all purposes, purposes (including eligibility, purposes of vesting, service-related eligibility to participate and level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)benefits) under the employee benefit plans of Buyer and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits Buyer Subsidiaries in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Continuing Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are becomes eligible to participate after the Closing as determined by Buyer (the “New Plans”), such Continuing Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with the Company and the Company Subsidiaries and their respective predecessors before the Closing; provided that the foregoing shall not apply for any purpose under (x) any defined benefit pension plan or retiree welfare plan or (y) any New Plan that is frozen or closed to new entrants or under which similarly situated employees of Buyer and its affiliates do not receive credit for prior service, or to the extent that its application would result in a duplication of benefits for the same plan year period of service. In addition, Buyer or its applicable Buyer Subsidiary shall use commercially reasonable efforts to (i) ensure that each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent that coverage under such New Plan is of the same type as the Company Employee Plan in which such deductiblesContinuing Employee participated immediately before the Closing (such plans, cocollectively, the “Old Plans”), (ii) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, cause all pre-payments existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents and (iii) cause any eligible expenses incurred by any Continuing Employee or 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 taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred such Continuing Employee and his or her eligible covered dependents on or after for the Closing, applicable plan year as if such amounts had been paid in each case to the extent accordance with such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingNew Plan.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including For purposes of eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Planplans of the Purchaser providing benefits to Transferred Employees, provided that the Purchaser shall credit each such Transferred Employee with his or her years of service for benefit accruals purposes under credited by the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies Sellers or their Affiliates (in accordance with Schedule 5.1(h)) under the employee provisions of the Sellers’ or their Affiliates’ benefit plans and policies provided by Purchaser to such Transferred Employee following as they are in effect as of the Closingdate of this Agreement), to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated was entitled immediately prior to the Closing during the portion to credit for such service under any similar benefit plan of the calendar year Sellers or their Affiliates; provided, however, that the applicable Purchaser defined benefit plan shall provide that the Transferred Employee’s accrued benefit thereunder shall be offset or reduced by such Transferred Employee’s accrued benefit under the Huntsman Defined Benefit Pension Plan (including any credit under any applicable Chevron/Texaco pension benefit) and the Huntsman Local No. 436 G-U.S.W.A.I.U. Hourly Rated Employees’ Pension Plan (as applicable) as of the Closing Date; but in no event shall a Transferred Employee’s accrued benefit under the applicable Purchaser’s plan be less than the amount determined under such plan’s benefit formula without consideration of service credited by the Sellers and their Affiliates (in accordance with the provisions of the Sellers’ or their Affiliates’ benefit plans and policies as they are in effect as of the date of this Agreement) prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums Date and without reduction for the Transferred Employee’s accrued benefit under health the applicable Seller’s plan. The benefit plans of the Purchaser shall not deny Transferred Employees coverage or benefits on the basis of pre-existing conditions and shall credit such Transferred Employees for any deductibles and out of its Affiliates pocket expenses paid in which they are the year of initial participation in the benefit plans of the Purchaser, provided such Transferred Employees elect to participate in the benefit plans of the Purchaser when first eligible to participate do so. As soon as practicable, but in any event not later than 180 days after the Closing (and, with respect to any Transferred Employee who terminates employment with the Purchaser before such time, as soon as practicable following a request from the Purchaser), the Sellers shall provide the Purchaser with such information in the same plan year in which possession of the Sellers that the Purchaser may reasonably require to carry out its obligations under this Section 6.7(f), and shall otherwise cooperate with the Purchaser with respect to such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closingobligations.

Service Credit. To the extent that any With respect to each Transferred Employee’s acquired rights are not already protected by , effective from and after the Transfer Regulations or other applicable LawClosing, Purchaser shall, and shall cause its Affiliates to use commercially reasonable efforts to, recognize the prior service of, or recognized with respect to, (a) give each Transferred Employee as if such service had been performed with Purchaser full credit for all purposes, purposes (including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of eligibility to participate, level of benefits, early retirement subsidies in accordance with Schedule 5.1(h)eligibility, early retirement subsidies, benefit accrual and vesting) under the any employee benefit plans plans, arrangements, collective agreements and policies provided employment-related entitlements (including under any applicable pension, 401(k), savings, medical, dental, life insurance, vacation, long-service leave or other leave entitlements, post-retirement health and life insurance, termination indemnity, severance or separation pay plans) provided, sponsored, maintained or contributed to by Purchaser to or any of its Subsidiaries for such Transferred Employee following the ClosingEmployee’s service with Seller and its Subsidiaries, and with any predecessor employer, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause Seller and its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee Subsidiaries as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior Date, except to the Closing extent such credit would result in satisfying 68 the duplication of benefits for the same period of service, (b) waive for each Transferred Employee and his or her dependents, any deductibleswaiting period provision, copayment requirement to avoid a waiting period, pre-payments existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or out-of-pocket maximums full participation under the health and welfare plans of Purchaser or any of its Affiliates in which they are eligible Subsidiaries applicable to participate after such Transferred Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Transferred Employee under the terms of the corresponding health and welfare plans of Seller and its Subsidiaries, and (c) give full credit under the health and welfare plans of Purchaser and its Subsidiaries applicable to each Transferred Employee and his or her dependents for all co-payments, deductibles and similar payments made or incurred by a Transferred Employee prior to the Closing in the same plan year in which such deductiblesas the Closing, co-payments and for any lifetime maximums or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closingmaximums, in each case to the extent such Transferred Employee or eligible dependent of clauses (b) and (c), as if there had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closingbeen a single continuous employer.

Service Credit. To Parent and its subsidiaries and Affiliates (including, without limitation, the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, Surviving Corporation) shall recognize (and shall use commercially reasonable efforts to cause each benefit plan, program, practice, policy and arrangement maintained by Parent or any of its subsidiaries or Affiliates toafter the Closing and in which any Continuing Employee (or the spouse or any dependent of any Continuing Employee) participates or becomes eligible to participate (each, recognize the prior service ofa “Parent Benefit Plan”)) to recognize, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including purposes of determining eligibility, vesting, service-related level accrual of and entitlement to benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized but not for purposes of early retirement subsidies equity awards or accrual of benefits under any “defined benefit plan,” as defined in accordance Section 3(35) of ERISA), all service with Schedule 5.1(h)) under the employee benefit plans Company and policies provided by Purchaser to such Transferred Employee following the Closing, its Subsidiaries and ERISA Affiliates (and predecessor employers to the same extent such service was recognized by Seller, Rexam the Company or any of their respective its Subsidiaries or Affiliates, as applicableor the corresponding Employee Benefit Plan, immediately provides past service credit) prior to the ClosingEffective Time. Purchaser shallParent and its subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, or shall cause its Affiliates (including within the Purchased Entitiesmeaning of Section 3(1) toof ERISA, (ia) to waive any preexisting and all eligibility waiting periods, evidence of insurability requirements, pre-existing condition limitations otherwise applicable and exclusions, and other conditions with respect to Transferred the Continuing Employees and their eligible spouses and dependents under any plan to the maximum extent permitted by Applicable Law, and (b) to recognize for each Continuing Employee and his or her eligible spouse and dependents for purposes of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any applying annual deductible, co-payment and payment, out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents similar requirements under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying such Parent Benefit Plan any deductiblesdeductible, co-payments or payment, out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after expenses and similar payments made by the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Continuing Employee and his or her eligible spouse and dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous a corresponding Employee Benefit Plan prior to during the Closingplan year of such Employee Benefit Plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Benefit Plan.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including For purposes of determining eligibility, vesting, service-related level of benefits participation and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided compensation arrangements maintained by Purchaser to such Transferred Employee Buyer and/or its Affiliates (including, following the Closing, the Companies or their Subsidiaries) providing benefits to Continuing Employees after the Closing Date (collectively, “Buyer Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Companies and their Affiliates (and any predecessor entities thereto) before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service was recognized by Sellerunder any similar Employee Benefit Plans, Rexam or any of their respective Affiliates, as applicable, immediately prior to provided that the Closing. Purchaser shall, or foregoing shall cause its Affiliates (including the Purchased Entities) to, not apply (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan the extent its application would result in a duplication of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Planbenefits, (ii) honor with respect to benefit accruals under a defined benefit pension plan or retiree welfare benefit plan, or (iii) with respect to any deductibleBuyer Benefits Plan for which prior service is not taken into account for employees of Buyer. 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 Buyer Benefit Plans; (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Buyer and its Affiliates shall use their commercially reasonable efforts to cause all pre-existing condition exclusions, actively-at-work requirements and insurability requirements of such Buyer Benefit Plan to be waived for such Continuing Employee and his or her covered dependents; and (iii) Buyer and its Affiliates shall use their commercially reasonable efforts to cause any co-payment payments, deductibles and out-of-pocket maximums or other eligible expenses incurred by such Continuing Employee and his or her covered dependents with respect to any Employee Benefit Plan during the Transferred Employees portion of the plan year that includes the Closing Date to be taken into account under the comparable Buyer Benefit 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 of each such Buyer Benefit Plan, as if such amounts had been paid in accordance with such Buyer Benefit Plan. Buyer shall, and shall cause the Companies and their eligible dependents Subsidiaries to, honor all vacation and paid time off days accrued by Continuing Employees under the health plans in which they participated plans, policies, programs and arrangements of the Companies and their Subsidiaries immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingDate.

Service Credit. To With respect to each Continuing Employee, effective from and after the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable LawClosing, Purchaser Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to (a) recognize the prior service offor all purposes (except benefit accruals) under all plans, programs and arrangements established or maintained by Buyer or its Affiliates (other than under a defined benefit pension plan, any benefit plan that provides retiree welfare benefits, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals plan that is a frozen plan or provides grandfathered benefits) for U.S. union the benefit of such Continuing Employees, service with Seller and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, its Subsidiaries prior to the same Closing to the extent such service was recognized under the corresponding Employee Plan or Group Company Plan covering such Continuing Employee, except where it would result in a duplication of benefits; (b) 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 Seller, Rexam Buyer or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including each a “Buyer Plan”) for the Purchased Entitiesbenefit of the Continuing Employees, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such individual under the corresponding Employee Plan or Group Company Plan covering such Continuing Employee and (c) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred provide credit for amounts paid by a Continuing Employees and their eligible dependents under any an Employee Plan or Group Company Plan covering such continuing Employee for the plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits year in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as Closing occurs for purposes of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductibleapplying deductibles, co-payment payments and out-of-pocket maximums incurred by as though such amounts had been paid in accordance with the Transferred Employees terms and their eligible dependents conditions of an analogous Buyer Plan, to the same extent such credit was given under the health plans applicable Employee Plan or Group Company Plan in which they the Continuing Employee participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closing.

Service Credit. To the extent that any With respect to each Transferred Employee’s acquired rights are not already protected by , effective from and after the Transfer Regulations or other applicable LawClosing, Purchaser Buyer shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, (a) give each Transferred Employee as if such service had been performed with Purchaser full credit for all purposes, purposes (including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of eligibility to participate, level of benefits, early retirement eligibility, early retirement subsidies in accordance with Schedule 5.1(h)and vesting) under the any employee benefit plans plans, arrangements, collective agreements and policies provided employment-related entitlements (including under any applicable pension, 401(k), savings, medical, dental, life insurance, vacation, long-service leave or other leave entitlements, post-retirement health and life insurance, termination indemnity, severance or separation pay plans) provided, sponsored, maintained or contributed to by Purchaser to Buyer or any of its Subsidiaries for such Transferred Employee following the ClosingEmployee’s service with Seller and its Subsidiaries, and with any predecessor employer, to the same extent such service was recognized by Seller, Rexam or any Seller and its Subsidiaries as of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shallClosing Date, or shall cause its Affiliates (including except to the Purchased Entities) toextent such credit would result in the duplication of benefits for the same period of service, (ib) waive for each Transferred Employee and his or her dependents, any preexisting waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitations otherwise limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the health and welfare plans of Buyer or any of its Subsidiaries applicable to such Transferred Employees Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Transferred Employee under the terms of the corresponding health and their eligible welfare plans of Seller and its Subsidiaries, and (c) give full credit under the health and welfare plans of Buyer and its Subsidiaries applicable to each Transferred Employee and his or her dependents under any for all co-payments, deductibles and similar payments made or incurred by a Transferred Employee prior to the Closing in the same plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following year as the Closing, other than and for any limitations that were lifetime maximums or out-of-pocket maximums, in effect with respect to each of clauses (b) and (c), as if there had been a Transferred Employee as 66 single continuous employer. Buyer’s obligations under this Section 7.06 regarding service crediting the crediting of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior amounts are contingent on Buyer’s receipt from Seller or otherwise all information reasonably necessary to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which implement such deductibles, co-payments or out-of-pocket maximums were incurred and Buyer obligations within fifteen (iii15) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the days following Closing.

Service Credit. To From and after the extent that any Closing and with respect to each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, Buyer and shall cause its Affiliates to, (including the Company) shall (a) recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(heligibility, vesting and benefit levels and accruals (but excluding accruals under a defined benefit pension plan and a retiree health or retiree life insurance plan)) , under the any “employee benefit plans plan,” as defined in Section 3(3) of ERISA or any plan, program, policy, agreement or arrangement that is sponsored or maintained by (or may be established or maintained by) Buyer or any of its Affiliates (including the Company) on or after the Closing Date (collectively, “Buyer Benefit Plans”), service with Seller and policies provided by Purchaser to such Transferred Employee following its Affiliates (including the ClosingCompany), as well as service with predecessor employers, earned prior to the same Closing Date to the extent such service was recognized by Seller, Rexam the Company or any of their respective Seller (or its Affiliates), as applicablethe case may be, prior to the Closing, (b) waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement with respect to participation and coverage of each Transferred Employee (and his or her eligible dependents) under all Buyer Benefit Plans that provide health and other welfare benefits, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (or his or her eligible dependents) under the corresponding Seller Benefit Plan or Assumed Benefit Plan, as the case may be, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates Closing Date and (including the Purchased Entitiesc) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents provide full credit under any plan of Purchaser or any Affiliate of Purchaser all Buyer Benefit Plans that provides provide health or life other welfare benefits in which for the Transferred Employees may be eligible to participate following the Closing, other than dollar amount of any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and payments, out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductiblesexpenses, co-deductibles or similar payments or out-of-pocket maximums expenses made or incurred under health plans of Purchaser a Seller Benefit Plan or any of its Affiliates in which they are eligible Assumed Benefit Plan, as the case may be, with respect to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a each Transferred Employee (and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan dependents) prior to the ClosingClosing Date for the plan year in which the Closing occurs. For the avoidance of doubt, on and after the Closing Date, any claims for services made by Transferred Employees that are incurred (but not reported) prior to the Closing Date shall be submitted under the applicable group health Seller Benefit Plan and any costs and liabilities arising from or in connection with any such claims shall be an obligation of Seller.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for For all purposes, purposes (including eligibility, purposes of vesting, service-related eligibility to participate and level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)benefits) under the employee benefit plans of Purchaser and policies provided by Purchaser its Affiliates providing benefits to such Transferred any Business Employees after the Closing (the “New Plans”), each Business Employee following shall be credited with his or her years of service with Seller and its Affiliates and their respective predecessors prior to the Closing, to the same extent as such Business Employee was entitled, prior to the Closing, to credit for such service under any similar Seller Benefit Plan in which such Business Employee participated or was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, eligible to participate immediately prior to the Closing; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing, each Business 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 replaces a Seller Benefit Plan in which such Business Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”). For purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Business Employee, Purchaser shall 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, to the extent any such exclusions or requirements were waived or were inapplicable under any Old Plan. Purchaser shall, or shall cause its Affiliates (including any eligible expenses incurred by such employee and his or her covered dependents during the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as portion of the Closing plan year of the Old Plans ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under the analogous Employee Benefit Plan, (ii) honor any such New Plan for purposes of satisfying all deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred Employee such employee and his or her eligible covered dependents on or after for the Closing, applicable plan year as if such amounts had been paid in each case to the extent accordance with such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingNew Plan.

Service Credit. To From and after the extent that any Closing Date (or, if later, the applicable Transfer Date), with respect to each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates toshall (a) recognize, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, purposes (including eligibility, vesting, service-related level of benefits vesting and benefit accrual (except for any benefit accruals for U.S. union levels and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)accruals) under the employee benefit plans applicable plans, programs, policies, agreements and policies provided arrangements that are sponsored by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred established or maintained by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate (including the Company Group) on or after the Closing in (“Purchaser Benefit Plans”), service with Seller and its Affiliates and predecessors earned prior to the same plan year in which Closing to the extent such service was recognized for such purposes under a corresponding Benefit Plan, (b) use commercially reasonable efforts to waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement under the applicable Purchaser Benefit Plans that provide health and other welfare benefits, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (and was not otherwise satisfied by such Transferred Employee) under the corresponding Benefit Plan immediately prior to the Closing Date (or, if later, the applicable Transfer Date), and (c) use commercially reasonable efforts to provide full credit under the applicable Purchaser Benefit Plans that provide health benefits for any co-payments, deductibles, co-payments or out-of-pocket maximums were expenses or similar payments already made or incurred under a Benefit Plan by the Transferred Employee (and each eligible dependent of such Transferred Employee) immediately prior to the Closing Date (or, if later, the applicable Transfer Date) for the plan year in which the Closing Date (or, if later, the applicable Transfer Date) occurs; provided that, in the case of each of clauses (a) and (c), no Transferred Employee’s service shall be credited (i) for purposes of benefit accrual under any defined benefit pension plans or retiree medical plans covering the Transferred Employees or for purposes of vesting of equity-based incentive compensation awards, (ii) for purposes of plans that are frozen to new participants or (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee credit would result in any duplication of compensation or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closingbenefits.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for For all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans of BUYER and policies provided by Purchaser its affiliates providing benefits to such any Transferred Employee following at any time after the ClosingClosing Date (the “New Plans”), each Transferred Employee shall be credited with his or her years of service with SELLER and its affiliates (and any predecessors) before the Closing Date, to the same extent as such Transferred Employee was entitled, before the Closing Date, to credit for such service was recognized by Sellerunder any comparable Plan in which such Transferred Employee participated immediately before the Closing Date (such plans, Rexam or collectively, the “Old Plans”), except for purposes of benefit accrual under any final average pay defined benefit pension plan and (except with respect to Retiree Medical Credit Employees) for eligibility to receive post-retirement welfare benefits under any of their respective Affiliatesthe New Plans. In addition, as applicable, immediately prior to and without limiting the Closing. Purchaser shall, or shall cause its Affiliates (including generality of the Purchased Entities) to, foregoing: (i) waive any preexisting condition limitations otherwise applicable to each Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may Employee shall be immediately eligible to participate following participate, without any waiting time, in any and all New Plans to the Closingextent coverage under such New Plan replaces coverage under an Old Plan; provided, other than however, that BUYER shall not be obligated to amend or otherwise modify the terms of any limitations that were in effect with respect New Plans intended to a Transferred Employee as be qualified under Section 401(a) of the Closing under the analogous Employee Benefit Plan, Code to permit such immediate eligibility and (ii) honor for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee, BUYER shall 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, to the extent such exclusions or requirements were waived under the corresponding Old Plan, and BUYER shall cause any eligible expenses incurred by such 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 taken into account under such New Plan for purposes of satisfying all deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be requirements applicable to a Transferred Employee such employee and his or her eligible covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan. No later than as soon as reasonably practicable following the Closing Date, SELLER shall provide the administrator of the relevant New Plans a complete and accurate listing of such expenses incurred by the Business Employees from January 1, 2006 (or, if earlier, the first day of the applicable plan year) through the date on or after which their participation in such New Plans commences (such listing to be updated periodically to reflect any such expenses reported following the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingClosing Date).

Service Credit. To All service under any Company Plan that was recognized, accrued or credited under such Company Plan immediately preceding the extent that any Transferred Employee’s acquired rights are not already protected Effective Time shall continue to be recognized, accrued or credited for all relevant purposes under such Company Plan as of and at all times following the Effective Time. Subject to obligations under applicable law and applicable collective bargaining agreements, all employees of the Company and its Subsidiaries who were employees immediately prior to the Effective Time (the " Affected Employees") shall be given credit for all service with the Company or its Subsidiaries (and service credited by the Transfer Regulations Company or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(hSubsidiary)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent as such service was recognized credited for such purpose by Sellerthe Company or such Subsidiary, Rexam under (a) all employee benefit plans, programs and policies, and fringe benefits of CEI or any the Surviving Corporation (if any) in which they first become participants on or after the Effective Time, for purposes of their respective Affiliates, as applicable, immediately prior eligibility and vesting but not for benefit accrual purposes or eligibility for early retirement purposes under defined benefit pension plans and not to the Closingextent crediting such service would result in duplication of benefits and (b) severance plans for purposes of calculating the amount of each Affected Employee's severance benefits. Purchaser shallTo the extent permissible under the terms thereof and required by applicable law, or CEI and the Surviving Corporation shall cause its Affiliates (including the Purchased Entities) to, (i) waive any all limitations as to preexisting condition limitations otherwise conditions exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred the Affected Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser welfare benefit plans that provides health or life benefits in which the Transferred Employees such employees may be eligible to participate following in after the ClosingClosing Date, other than any limitations or waiting periods that were are already in effect with respect to a Transferred Employee such employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Affected Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year Date, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any deductibles, co-payments applicable deductible or out-of-pocket maximums requirements under health any welfare plans of Purchaser or any of its Affiliates in which they that such employees are eligible to participate in after the Closing Date. Nothing in this Section shall be deemed to require the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive employment of any waiting Affected Employee to be continued for any particular period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or time after the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingClosing Date.