Common use of Service Crediting Clause in Contracts

Service Crediting. For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Subsidiaries and its affiliates or the applicable PEO providing benefits to any Transferred Business Employees after the Closing (the “New Plans”), each Transferred Business Employee shall, subject to applicable Law and applicable tax qualification requirements, be credited with his or her years of service with Seller and its controlled affiliates and their respective predecessors before the Closing (including, for avoidance of doubt, any service credit provided by Seller or its controlled affiliates to such Transferred Business Employee in connection with acquisitions occurring prior to the Closing); provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Transferred Business 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 Benefit Plan in which such Transferred Business Employee participated immediately before the Closing (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Transferred Business Employee, Purchaser or its applicable Subsidiary shall use its commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Transferred Business Employee and his or her covered dependents and (B) Purchaser and its applicable Subsidiary shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Business 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, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Service Crediting. For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) benefits under the corresponding employee benefit plans of Purchaser Parent and its Subsidiaries and its affiliates or the applicable PEO providing benefits to any Transferred Business Company Employees after the Closing Effective Time (the “New Plans”), each Transferred Business Company Employee shall, subject to applicable Law and applicable tax qualification requirements, shall be credited with his or her years of service with Seller the Company and its controlled affiliates Subsidiaries and their respective predecessors before the Closing (includingEffective Time, to the same extent and for avoidance of doubtthe same purpose as such Company Employee was entitled, before the Effective Time, to credit for such service under any service credit provided by Seller similar Company Benefit Plan in which such Company Employee participated or its controlled affiliates was eligible to such Transferred Business Employee in connection with acquisitions occurring participate immediately prior to the Closing)Effective Time; provided provided, that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan benefits or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Transferred Business Company 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 comparable to and replaces a Company Benefit Plan in which such Transferred Business Company Employee participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or pharmaceutical, and vision insurance benefits to any Transferred Business Company Employee, Purchaser or its applicable Subsidiary Parent shall use its commercially reasonable efforts to cause all pre-existing preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Transferred Business Employee employee and his or her covered dependents dependents, unless such conditions would not have been waived or satisfied under the comparable plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Effective Time, and (B) Purchaser and its applicable Subsidiary Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Business Employee employee and his or her covered dependents during the portion of the plan year of the Old Plan Plans 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 the corresponding deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan to the extent such amounts were credited to such person for the same purpose under the Old Plan.

Service Crediting. For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) benefits under the corresponding employee benefit plans of Purchaser Parent and its Subsidiaries and its affiliates or the applicable PEO providing benefits to any Transferred Business Company Employees after the Closing Effective Time (the “New Plans”), each Transferred Business Company Employee shall, subject to applicable Law and applicable tax qualification requirements, shall be credited with his or her years of service with Seller the Company and its controlled affiliates Subsidiaries and their respective predecessors before the Closing Effective Time, to the same extent and for the same purpose as such Company Employee was entitled, before the Effective Time, to credit for such service under any analogous Company Benefit Plan in which such Company Employee participated or was eligible to participate immediately prior to the Effective Time (including, but not limited to, participating and vesting in employer 401(k) plan contributions, severance, vacation/paid time off and for avoidance of doubt, any service credit provided by Seller or its controlled affiliates to such Transferred Business Employee in connection with acquisitions occurring prior to the Closingother purposes as may be required under applicable Law); provided provided, however, that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan benefits or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Transferred Business Company 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 comparable to and replaces a Company Benefit Plan in which such Transferred Business Company Employee participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or pharmaceutical, and vision insurance benefits to any Transferred Business Company Employee, Purchaser or its applicable Subsidiary Parent shall use its commercially reasonable efforts to cause all pre-existing preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Transferred Business Employee employee and his or her covered dependents dependents, and (B) Purchaser and its applicable Subsidiary Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Business Employee employee and his or her covered dependents during the portion of the plan year of the Old Plan Plans 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 the corresponding deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan to the extent such amounts were credited to such person for the same purpose under the Old Plan.

Service Crediting. For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) benefits under the corresponding employee benefit plans of Purchaser Parent and its Subsidiaries and its affiliates or the applicable PEO providing benefits to any Transferred Business Company Employees after the Closing Effective Time (the “New Plans”), each Transferred Business Company Employee shall, subject to applicable Law and applicable tax qualification requirements, shall be credited with his or her years of service with Seller the Company and its controlled affiliates Subsidiaries and their respective predecessors before the Closing (includingEffective Time, to the same extent and for avoidance of doubtthe same purpose as such Company Employee was entitled, before the Effective Time, to credit for such service under any service credit provided by Seller similar Company Benefit Plan in which such Company Employee participated or its controlled affiliates was eligible to such Transferred Business Employee in connection with acquisitions occurring participate immediately prior to the Closing)Effective Time; provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan benefits or to the extent that its application would result in a duplication of compensation or benefits. In addition, and without limiting the generality of the foregoing, (i) each Transferred Business Company 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 comparable to and replaces a Company Benefit Plan in which such Transferred Business Company Employee participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or pharmaceutical, and vision insurance benefits to any Transferred Business Company Employee, Purchaser or its applicable Subsidiary Parent shall use its commercially reasonable efforts to cause all pre-existing preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Transferred Business Employee employee and his or her covered dependents dependents, unless such conditions would not have been waived or satisfied under the comparable plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Effective Time, and (B) Purchaser and its applicable Subsidiary Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Business Employee employee and his or her covered dependents during the portion of the plan year of the Old Plan Plans 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 the corresponding deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan to the extent such amounts were credited to such person for the same purpose under the Old Plan.

Service Crediting. For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) benefits under the corresponding employee benefit plans of Purchaser Parent and its Subsidiaries and its affiliates or the applicable PEO providing benefits to any Transferred Business Company Employees after the Closing Effective Time (the “New Plans”), each Transferred Business Company Employee shall, subject to applicable Law and applicable tax qualification requirements, shall be credited with his or her years of service with Seller the Company and its controlled affiliates Subsidiaries and their respective predecessors before the Closing (includingEffective Time, to the same extent and for avoidance of doubtthe same purpose as such Company Employee was entitled, before the Effective Time, to credit for such service under any service credit provided by Seller similar Company Benefit Plan in which such Company Employee participated or its controlled affiliates was eligible to such Transferred Business Employee in connection with acquisitions occurring participate immediately prior to the Closing)Effective Time; provided that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan benefits or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Transferred Business Company 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 comparable to and replaces a Company Benefit Plan in which such Transferred Business Company Employee participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or pharmaceutical, and vision insurance benefits to any Transferred Business Company Employee, Purchaser or its applicable Subsidiary Parent shall use its commercially reasonable efforts to cause all pre-existing preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Transferred Business Employee employee and his or her covered dependents dependents, unless such conditions would not have been waived or satisfied under the comparable plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Effective Time, and (B) Purchaser and its applicable Subsidiary Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Business Employee employee and his or her covered dependents during the portion of the plan year of the Old Plan Plans 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 the corresponding deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan to the extent such amounts were credited to such person for the same purpose under the Old Plan.

Service Crediting. For From and after the Closing, Buyer shall cause each Transferred Employee to be credited with service credit, for all purposes (purposes, including for purposes of vestingeligibility, eligibility to participate participation, vesting and level levels of benefits) under the employee benefit plans of Purchaser and its Subsidiaries and its affiliates or the applicable PEO providing benefits to any Transferred Business Employees after the Closing accruals (the “New Plans”), each Transferred Business Employee shall, subject to applicable Law and applicable tax qualification requirements, be credited with his or her years of service with Seller and its controlled affiliates and their respective predecessors before the Closing (including, but not for avoidance of doubt, any service credit provided by Seller or its controlled affiliates to such Transferred Business Employee in connection with acquisitions occurring prior to the Closing); provided that the foregoing shall not apply with respect to benefit accrual accruals under any defined benefit pension plan), under any employee benefit plan or arrangement adopted, maintained or contributed to by Buyer or any of its Affiliates in which the Transferred Employees are eligible to participate on or after the Closing Date (a “Buyer Benefit Plan”), for all periods of service with Seller or any of its Affiliates and any of their predecessor entities prior to and including the Closing Date, to the same extent that such service was recognized by a corresponding Seller Plan as of immediately prior to the Closing Date, except to the extent that its application such credit would result in a duplication of benefitsbenefits for the same period of service and provided that, subject to and in accordance with applicable Law, Seller and its Affiliates shall be required to pay all accrued and unused vacation and paid time off amounts as of the Closing Date to each Business Employee. In addition, and without limiting the generality of Section 6.3(d) or the foregoing, : (i) each Transferred Business Employee shall be immediately eligible to participateparticipate as of the Closing Date, without (A) any waiting time, (B) evidence of insurability and (C) an actively-at-work requirement, in any and all New Buyer Benefit Plans to the extent that coverage under such New Plan is of the same type as the Buyer Benefit Plan Plans replaces or continues coverage under comparable Seller Plans in which such Transferred Business Employee participated immediately before prior to the Closing (such plans, collectively, the “Old Plans”)Date, and (ii) (A) for purposes of each New Buyer Benefit Plan providing medical, dental, pharmaceutical or and/or vision benefits to any Transferred Business Employee, Purchaser or its applicable Subsidiary Buyer shall use its commercially reasonable best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such New Buyer Benefit Plan to be waived for such Transferred Business Employee and his or her covered dependents to the same extent such pre-existing condition exclusions and (B) Purchaser actively-at-work requirements were waived under any comparable Seller Plan prior to the Closing Date, and its applicable Subsidiary Buyer shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Business Employee and his or her covered dependents during the portion of the plan year of the Old Seller Plan ending on the date such employee’s participation in the corresponding New Plan begins Closing Date to be taken into account under such New Buyer Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee Transferred Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Buyer Benefit Plan to the same extent as such Transferred Employee was entitled, prior to the Closing Date, to recognition of such eligible expenses under any comparable Seller Plan.

Service Crediting. For all purposes (including for purposes of vesting, eligibility to participate and level of benefits) benefits under the corresponding employee benefit plans of Purchaser Parent and its Subsidiaries and its affiliates or the applicable PEO providing benefits to any Transferred Business Company Employees after the Closing Effective Time (the “New Plans”), each Transferred Business Company Employee shall, subject to applicable Law and applicable tax qualification requirements, shall be credited with his or her years of service with Seller the Company and its controlled affiliates Subsidiaries and their respective predecessors before the Closing (includingEffective Time, to the same extent and for avoidance of doubtthe same purpose as such Company Employee was entitled, before the Effective Time, to credit for such service under any service credit provided by Seller similar Company Benefit Plan in which such Company Employee participated or its controlled affiliates was eligible to such Transferred Business Employee in connection with acquisitions occurring participate immediately prior to the Closing)Effective Time; provided provided, that the foregoing shall not apply with respect to benefit accrual under any defined benefit pension plan benefits or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (i) each Transferred Business Company Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to Table of Contents the extent that coverage under such New Plan is of the same type as the comparable to and replaces a Company Benefit Plan in which such Transferred Business Company Employee participated immediately before the Closing Effective Time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or pharmaceutical, and vision insurance benefits to any Transferred Business Company Employee, Purchaser or its applicable Subsidiary Parent shall use its commercially reasonable efforts to cause all pre-existing preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Transferred Business Employee employee and his or her covered dependents dependents, unless such conditions would not have been waived or satisfied under the comparable plans of the Company or its Subsidiaries in which such employee participated immediately prior to the Effective Time, and (B) Purchaser and its applicable Subsidiary Parent shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Business Employee employee and his or her covered dependents during the portion of the plan year of the Old Plan Plans 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 the corresponding deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan to the extent such amounts were credited to such person for the same purpose under the Old Plan.