Common use of Service Recognition Clause in Contracts

Service Recognition. For purposes of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employees, the Seaport Entertainment Group shall, from and after the applicable Benefit Commencement Date: (i) provide or cause to be provided to each Transferring Employee full credit for purposes of eligibility to participate, vesting and level of benefits under each Seaport Entertainment Benefit Arrangement under which such Transferring Employee is eligible to participate on or after the applicable Benefit Commencement Date for service accrued on or prior to the applicable Benefit Commencement Date with the HHH Group to the same extent that such credit was recognized by the HHH Group under comparable HHH Benefit Arrangements; (ii) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Date, except, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous HHH Benefit Arrangement; and (iii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment Benefit Arrangement with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding HHH Benefit Arrangement, as applicable, ending on the date such Transferring Employee’s participation in the Seaport Entertainment Benefit Arrangement begins (to the same extent that such credit was given under the analogous HHH Benefit Arrangement, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

Service Recognition. For purposes of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employees, the Seaport Entertainment Group shall, from (a) From and after the applicable Benefit Commencement Date: (i) provide or Effective Time, SpinCo shall, and shall cause each member of the Product SpinCo Group to be provided to use commercially reasonable efforts to, give each Transferring SpinCo Employee full credit for purposes of eligibility to participateeligibility, vesting and determination of level of benefits under each Seaport Entertainment any SpinCo Benefit Arrangement for such SpinCo Employee’s prior service with any member of the IP RemainCo Group or the Product SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Xperi Benefit Arrangement; provided that, such service shall not be recognized to the extent it would result in the duplication of benefits. (b) From and after the Effective Time, RemainCo shall, and shall cause each member of the IP RemainCo Group to use commercially reasonable efforts to, give each RemainCo Employee full credit for purposes of eligibility, vesting and determination of level of benefits under which any RemainCo Benefit Arrangement for such Transferring Employee is eligible RemainCo Employee’s prior service with any member of the IP RemainCo Group or Product SpinCo Group or any predecessor thereto, to participate the same extent such service was recognized by the applicable Xperi Benefit Arrangement; provided that, such service shall not be recognized to the extent it would result in the duplication of benefits. (c) Except to the extent prohibited by applicable Law and to the extent permitted under the terms of the applicable SpinCo Benefit Arrangement, as soon as administratively practicable on or after the applicable Benefit Commencement Date for service accrued on or prior to the applicable Benefit Commencement Date with the HHH Group to the same extent that such credit was recognized by the HHH Group under comparable HHH Benefit Arrangements; (ii) Plan Transition Date, SpinCo shall use commercially reasonable efforts to: (i) waive or cause to waive be waived all pre-existing conditions, exclusions and limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees and their eligible dependents each SpinCo Employee under any Seaport Entertainment Benefit Arrangements SpinCo Welfare Plan in which such Transferring SpinCo Employees may be participate (or are eligible to participate after the Distribution Date, except, with respect to pre-existing conditions or exclusions, participate) to the same extent that such pre-existing conditions and waiting periods were satisfied or exclusions would apply waived under the an analogous HHH Xperi Benefit Arrangement; , and (iiiii) use commercially reasonable efforts provide or cause each SpinCo Employee to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment Benefit Arrangement be provided with credit for any co-payments and payments, deductibles or other out-of-pocket amounts paid pursuant to an Xperi Benefit Arrangement during the portion of the plan year of in which the corresponding HHH Benefit Arrangement, as applicable, ending on the date such Transferring Employee’s participation SpinCo Employees become eligible to participate in the Seaport Entertainment Benefit Arrangement begins (to the same extent that such credit was given under the analogous HHH Benefit Arrangement, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) SpinCo Welfare Plans in satisfying any applicable deductible co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year. (d) Except to the Seaport Entertainment extent prohibited by applicable Law and to the extent permitted under the terms of the applicable RemainCo Benefit Arrangement; provided, howeveras soon as administratively practicable on or after the Plan Transition Date, that no such credit RemainCo shall us commercially reasonable efforts to: (i) waive or cause to be provided waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each RemainCo Employee under the foregoing provisions any RemainCo Welfare Plan in which RemainCo Employees participate (Aor are eligible to participate) to the same extent it would result in duplication of benefitsthat such conditions and waiting periods were satisfied or waived under an analogous Xperi Benefit Arrangement, and (ii) provide or (B) cause each RemainCo Employee to be provided with credit for any purpose with respect co-payments, deductibles or other out-of-pocket amounts paid pursuant to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment an Xperi Benefit Arrangement during the plan year in which the RemainCo Employees become eligible to participate in the RemainCo Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under which similarly situated employees do not receive credit any such plans for prior service or that is grandfathered or frozen, either with respect to level of benefits or participationsuch plan year.

Service Recognition. For purposes of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring EmployeesExcept as provided below, the Seaport Entertainment Group shall, from and after the applicable Benefit Commencement Date: (ia) provide or cause to be provided to SpinCo shall give each Transferring Employee SpinCo Participant full credit for purposes of eligibility to participateeligibility, vesting and vesting, determination of level of benefits benefits, and, to the extent applicable, benefit accruals under each Seaport Entertainment any SpinCo Benefit Arrangement under which Plan for such Transferring Employee is eligible to participate on or after the applicable Benefit Commencement Date for SpinCo Participant’s service accrued on or prior to the applicable Benefit Commencement Distribution Date with the HHH Group to the same extent that such credit service was recognized by the HHH Group under comparable HHH applicable RemainCo Benefit Arrangements; (ii) use commercially reasonable efforts Plans immediately prior to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Date, exceptand (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, with respect to pre-existing conditions or exclusionsvesting, determination of level of benefits, and, to the extent such pre-existing conditions or exclusions would apply under the analogous HHH Benefit Arrangement; and (iii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents applicable, benefit accruals under any Seaport Entertainment RemainCo Benefit Arrangement with credit Plan for any co-payments and deductibles paid during such RemainCo Participant’s service prior to the portion of the plan year of the corresponding HHH Benefit Arrangement, as applicable, ending on the date such Transferring Employee’s participation in the Seaport Entertainment Benefit Arrangement begins (Distribution Date to the same extent that such credit service was given under recognized by the analogous HHH applicable SpinCo Benefit Arrangement, as applicable, Plans immediately prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit ArrangementDistribution Date; provided, however, that no such credit service shall not be provided under the foregoing provisions (A) recognized to the extent it that such recognition would result in the duplication of benefitsbenefits under a RemainCo Benefit Plan and a SpinCo Benefit Plan. Notwithstanding the foregoing, or unless the Parties otherwise agree in writing, (Ba) if a RemainCo Participant becomes employed by a member of the SpinCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the RemainCo Group will not be recognized for any purpose under any SpinCo Benefit Plan, and (b) if a SpinCo Participant becomes employed by a member of the RemainCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with respect the SpinCo Group will not be recognized for any purpose under any RemainCo Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do such additional service shall not receive credit be recognized for prior service or that is grandfathered or frozen, either with respect to level purposes of benefits or participationSection 2.6 of this Agreement.

Service Recognition. For purposes (a) Effective as of any Seaport Entertainment Benefit Arrangements providing benefits the Effective Time, and in addition to any Transferring Employeesapplicable obligations under the Transfer Regulations or other applicable Law, the Seaport Entertainment Group Ainge shall, from and after shall cause each member of the applicable Benefit Commencement Date: (i) provide or cause to be provided to Ainge Group to, give each Transferring Newco Employee full credit for purposes of eligibility to participateeligibility, vesting vesting, and determination of level of benefits under each Seaport Entertainment any Ainge Benefit Arrangement (but not with respect to eligibility for benefits or calculation or accrual of benefits under which any retiree medical or welfare plans or, other than in respect of any Pension Transfer, accrual of benefits under any defined benefit program) for such Transferring Employee is eligible to participate on Newco Employee’s service with any member of the Fox Group or after the applicable Benefit Commencement Date for service accrued on Newco Group or any predecessor thereto prior to the applicable Benefit Commencement Date with the HHH Group Effective Time, to the same extent that such credit service was recognized by the HHH Group applicable Fox Benefit Arrangement immediately prior to the Effective Time; provided, that, such service shall not be recognized to the extent such recognition would result in the duplication of benefits. (b) Without limiting the generality of the foregoing provisions of this Section 2.4, (i) Ainge shall use reasonable efforts to cause each Newco Employee to be immediately eligible to participate, without any waiting time, in any and all Ainge Benefit Arrangements to the extent coverage under comparable HHH the Ainge Benefit Arrangements; Arrangement is provided by Ainge to similarly situated employees in the applicable jurisdiction as of the Effective Time, (ii) for purposes of each Ainge Benefit Arrangement that is a medical, dental or vision benefit plan, Ainge shall use commercially reasonable efforts to waive cause all pre-existing conditions, condition exclusions and waiting periods with respect actively-at-work requirements of such Ainge Benefit Arrangement to participation be waived for such employee and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Datehis or her covered dependents, except, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous HHH Benefit Arrangement; and (iii) Ainge shall use commercially reasonable efforts to provide each Transferring Employee cause any eligible expenses incurred by such employee and their eligible his or her covered dependents under any Seaport Entertainment Benefit Arrangement with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding HHH Fox Benefit Arrangement, as applicable, Arrangement ending on the date such Transferring Employeeemployee’s participation in the Seaport Entertainment corresponding Ainge Benefit Arrangement begins (to the same extent that be taken into account under such credit was given under the analogous HHH Ainge Benefit ArrangementArrangement for purposes of satisfying all deductible, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or coinsurance and maximum out-of-pocket requirements under applicable to such employee and his or her covered dependents for the Seaport Entertainment applicable plan year as if such amounts had been paid in accordance with the Ainge Benefit Arrangement; provided, however, that no such credit shall be provided under the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

Service Recognition. For purposes Effective as of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employees, the Seaport Entertainment Group Closing Date ITC shall, from and after shall cause each member of the applicable Benefit Commencement Date: (i) provide or cause to be provided to ITC Group to, give each Transferring TransCo Employee full credit for purposes of eligibility to participateeligibility, vesting and vesting, determination of level of benefits benefits, and, to the extent applicable, benefit accruals and benefit subsidies under each Seaport Entertainment any ITC Benefit Arrangement under which for such Transferring Employee is eligible to participate on individuals’ service with any member of the Entergy Group or after the applicable Benefit Commencement Date for service accrued on TransCo Group or any predecessor thereto prior to the applicable Benefit Commencement Date with the HHH Group Closing Date, to the same extent that such credit service was recognized by the HHH Group applicable Entergy Benefit Arrangement immediately prior to the Closing Date; provided, that, such service shall not be recognized to the extent such recognition would result in the duplication of benefits. In addition, and without limiting the generality of the foregoing provisions of this Section 2.4, (i) ITC shall cause each TransCo Employee to be immediately eligible to participate, without any waiting time, in any and all ITC Benefit Arrangements to the extent coverage under the ITC Benefit Arrangement is comparable HHH to an Entergy Benefit Arrangements; Arrangement in which the TransCo Employee participated immediately before the Closing Date and (ii) use commercially reasonable efforts for purposes of each ITC Benefit Arrangement providing medical, dental, pharmaceutical or vision benefits to waive any TransCo Employee, ITC shall cause all pre-existing conditions, condition exclusions and waiting periods with respect actively-at-work requirements of such ITC Benefit Arrangement to participation be waived for such employee and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Datehis or her covered dependents, except, with respect to pre-existing conditions or exclusions, except to the extent such pre-existing conditions or exclusions would apply not have been waived under the analogous HHH Benefit Arrangement; and (iii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment comparable Entergy Benefit Arrangement with credit for in which such employee participated immediately prior to the Closing Date, and ITC shall cause any co-payments eligible expenses incurred by such employee and deductibles paid his or her covered dependents during the portion of the plan year of the corresponding HHH Entergy Benefit Arrangement, as applicable, Arrangement ending on the date such Transferring Employeeemployee’s participation in the Seaport Entertainment corresponding ITC Benefit Arrangement begins (to be taken into account under such ITC Benefit Arrangement 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 same extent that applicable plan year as if such credit was given under amounts had been paid in accordance with the analogous HHH ITC Benefit Arrangement. At Closing and from time to time thereafter as is reasonably necessary, Entergy shall provide ITC with such Information as applicable, prior is necessary to make the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under proper calculations necessary to comply with the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participationobligations.

Service Recognition. For purposes Effective as of any Seaport Entertainment Benefit Arrangements providing benefits the Effective Time, and in addition to any Transferring Employeesapplicable obligations under the Transfer Regulations or other applicable Law, the Seaport Entertainment Group NetScout shall, from and after shall cause each member of the applicable Benefit Commencement Date: (i) provide or cause to be provided to NetScout Group to, give each Transferring Newco Employee full credit for purposes of eligibility to participateeligibility, vesting vesting, and determination of level of benefits under each Seaport Entertainment any NetScout Benefit Arrangement under which for such Transferring Employee is eligible to participate on Newco Employee’s service with any member of the Xxxxxxx Group or after the applicable Benefit Commencement Date for service accrued on Newco Group or any predecessor thereto prior to the applicable Benefit Commencement Date with the HHH Group Effective Time, to the same extent that such credit service was recognized by the HHH Group applicable Xxxxxxx Benefit Arrangement immediately prior to the Effective Time; provided, that, such service shall not be recognized to the extent such recognition would result in the duplication of benefits. In addition, and without limiting the generality of the foregoing provisions of this Section 2.4, (i) NetScout shall use reasonable efforts to cause each Newco Employee to be immediately eligible to participate, without any waiting time, in any and all NetScout Benefit Arrangements to the extent coverage under comparable HHH the NetScout Benefit Arrangements; Arrangement is provided by NetScout to similarly situated employees in the applicable jurisdiction as of the Effective Time, (ii) for purposes of each NetScout Benefit Arrangement that is a medical, dental or vision benefit plan, NetScout shall use commercially reasonable efforts to waive cause all pre-existing conditions, condition exclusions and waiting periods with respect actively-at-work requirements of such NetScout Benefit Arrangement to participation be waived for such employee and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Datehis or her covered dependents, except, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous HHH Benefit Arrangement; and (iii) NetScout shall use commercially reasonable efforts to provide each Transferring Employee cause any eligible expenses incurred by such employee and their eligible his or her covered dependents under any Seaport Entertainment Benefit Arrangement with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding HHH Xxxxxxx Benefit Arrangement, as applicable, Arrangement ending on the date such Transferring Employeeemployee’s participation in the Seaport Entertainment corresponding NetScout Benefit Arrangement begins (to be taken into account under such NetScout Benefit Arrangement 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 same extent that applicable plan year as if such credit was given under amounts had been paid in accordance with the analogous HHH NetScout Benefit Arrangement, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

Service Recognition. For purposes of any Seaport Entertainment Benefit Arrangements providing benefits (a) In addition to any Transferring Employeesapplicable obligations under the Transfer Regulations or other applicable Legal Requirements, the Seaport Entertainment Newco Group shall, from and after shall provide each Newco Employee who was employed by the applicable Benefit Commencement Date: (i) provide or cause to be provided to each Transferring Employee Newco Group as of the Distribution with full credit for purposes of eligibility to participateeligibility, vesting vesting, and determination of level of benefits (including for purposes of vacation and separation/end of service Liabilities but not for other benefit accruals) under each Seaport Entertainment any Newco Benefit Arrangement under which for such Transferring Employee is eligible Newco Employee’s prior service with any member of the Everest Group or Newco Group or any predecessor thereto, to participate the same extent such service was recognized by the applicable Everest Benefit Arrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits. (b) Except to the extent prohibited by applicable Legal Requirements, as soon as administratively practicable on or after the applicable Benefit Commencement Date for service accrued on or prior to Separation Effective Time (or, following the applicable Benefit Commencement Date with Effective Time, Athena): (i) the HHH Newco Group to the same extent that such credit was recognized by the HHH Group under comparable HHH Benefit Arrangements; (ii) shall use commercially reasonable efforts to waive or cause to be waived all pre-existing conditions, exclusions and limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees and their eligible dependents each Transferred Newco Employee under any Seaport Entertainment Benefit Arrangements Newco Welfare Plan in which such Transferring Newco Employees may be participate (or are eligible to participate after the Distribution Date, except, with respect to pre-existing conditions or exclusions, participate) to the same extent that such pre-existing conditions and waiting periods were satisfied or exclusions would apply waived under the an analogous HHH Benefit Arrangement; Everest Welfare Plan, and (iiiii) Athena and Newco shall use commercially reasonable efforts to provide or cause each Transferring Transferred Newco Employee and their eligible dependents under any Seaport Entertainment Benefit Arrangement to be provided with credit for any co-payments and payments, deductibles or other out-of-pocket amounts paid during the portion of the plan year of in which the corresponding HHH Benefit Arrangement, as applicable, ending on the date such Transferring Employee’s participation Newco Employees become eligible to participate in the Seaport Entertainment Benefit Arrangement begins (to the same extent that such credit was given under the analogous HHH Benefit Arrangement, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) Newco Welfare Plans in satisfying any applicable deductible co-payments, deductibles or other out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no any such credit shall be provided under the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) plans for any purpose with respect to any defined benefit pension plan, postretirement welfare such plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participationyear.

Service Recognition. For purposes Effective as of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employees, the Seaport Entertainment Group Effective Time PJT HoldCo shall, from and after shall cause each member of the applicable Benefit Commencement Date: (i) provide or cause to be provided to PJT Group to, give each Transferring Employee PJT Personnel full credit for purposes of eligibility to participateeligibility, vesting and vesting, determination of level of benefits benefits, and, to the extent applicable, benefit accruals and benefit subsidies under each Seaport Entertainment any PJT Benefit Arrangement (other than under which such Transferring Employee is eligible to participate on any equity-based plan or arrangements covering grants made after the applicable Benefit Commencement Date Effective Time to the extent not otherwise expressly provided for herein or in any other agreement) for such individual’s service accrued on with any member of the Blackstone Group or PJT Group or any predecessor thereto prior to the applicable Benefit Commencement Date with the HHH Group Closing Date, to the same extent that permitted by Applicable Law and the terms of the applicable PJT Benefit Arrangements and to the same extent such credit service was recognized by an applicable similar Blackstone Benefit Arrangement immediately prior to the HHH Group Closing Date; provided, that, such service shall not be recognized to the extent such recognition would result in the duplication of benefits. In addition, and without limiting the generality of the foregoing provisions of this Section 2.4, (i) PJT HoldCo shall cause each PJT Personnel to be immediately eligible to participate, without any waiting time, in any and all PJT Benefit Arrangements to the extent coverage under the PJT Benefit Arrangement is comparable HHH to a Blackstone Benefit Arrangements; Arrangement in which the PJT Personnel participated immediately before the Closing Date and (ii) use commercially reasonable efforts for purposes of each PJT Benefit Arrangement providing medical, dental, pharmaceutical or vision benefits to waive any PJT Personnel, PJT HoldCo shall cause all pre-existing conditions, condition exclusions and waiting periods with respect actively-at-work requirements of such PJT Benefit Arrangement to participation be waived for such employee and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Datehis or her covered dependents, except, with respect to pre-existing conditions or exclusions, except to the extent such pre-existing conditions or exclusions would apply not have been waived under the analogous HHH Benefit Arrangement; and (iii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment comparable Blackstone Benefit Arrangement with credit for in which such employee participated immediately prior to the Closing Date, and PJT HoldCo shall cause any co-payments eligible expenses incurred by such employee and deductibles paid his or her covered dependents during the portion of the plan year of the corresponding HHH Blackstone Benefit Arrangement, as applicable, Arrangement ending on the date such Transferring Employeeemployee’s participation in the Seaport Entertainment corresponding PJT Benefit Arrangement begins (to be taken into account under such PJT Benefit Arrangement 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 same extent that applicable plan year as if such credit was given under amounts had been paid in accordance with the analogous HHH PJT Benefit Arrangement, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

Service Recognition. For purposes Effective as of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employeesthe Separation Date, the Seaport Entertainment Group shall, from and after the applicable Benefit Commencement Date: (i) provide or cause to be provided to each Transferring Employee full credit for purposes of eligibility to participateeligibility, vesting and vesting, determination of level of benefits benefits, and, to the extent applicable, benefit accruals (including, with respect to Energy Supply Employees, for purposes of the NewCo Retirement Plan) and benefit subsidies under each Seaport Entertainment any NewCo Benefit Arrangement under in which such Transferring an Energy Supply Employee or RJS Employee is eligible to participate on following the Separation Date, NewCo shall, and shall cause each member of the Energy Supply Group, to give such Energy Supply Employee or after RJS Employee full credit for such individual’s service with any member of the applicable Benefit Commencement Date for service accrued on Parent Group, the Energy Supply Group or the RJS Group, as applicable, or any predecessor thereto prior to the applicable Benefit Commencement Date with the HHH Group Separation Date, to the same extent that such credit service was recognized by the HHH Group applicable Parent Benefit Arrangement, Energy Supply Benefit Arrangement or RJS Benefit Plan, as the case may be, immediately prior to the Separation Date; provided, that such service shall not be recognized to the extent such recognition would result in the duplication of benefits. In addition, and without limiting the generality of the foregoing provisions of this Section 2.4, for purposes of each NewCo Benefit Arrangement in which an Energy Supply Employee or RJS Employee is eligible to participate following the Separation Date, (i) NewCo shall cause such Energy Supply Employee or RJS Employee to be immediately eligible to participate, without any waiting time, in such NewCo Benefit Arrangement to the extent coverage under the NewCo Benefit Arrangement is comparable HHH to a Parent Benefit Arrangements; Arrangement, Energy Supply Benefit Arrangement or RJS Benefit Plan, as applicable, in which such Energy Supply Employee or RJS Employee participated immediately before the Separation Date (and in which such Energy Supply Employee or RJS Employee no longer participates following the Separation Date) and (ii) for purposes of each NewCo Benefit Arrangement providing medical, dental, pharmaceutical or vision benefits to any Energy Supply Employee or RJS Employee, NewCo shall use commercially reasonable best efforts to waive cause all pre-existing conditions, condition exclusions and waiting periods with respect actively-at-work requirements of such NewCo Benefit Arrangement to participation be waived for such employee and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Datehis or her covered dependents, except, with respect to pre-existing conditions or exclusions, except to the extent such pre-existing conditions or exclusions would apply not have been waived under the analogous HHH comparable Parent Benefit Arrangement; and (iii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment , Energy Supply Benefit Arrangement with credit for or RJS Benefit Plan, as the case may be, in which such employee participated immediately prior to the Separation Date, and NewCo shall cause any co-payments eligible expenses incurred by such employee and deductibles paid his or her covered dependents during the portion of the plan year of the corresponding HHH Parent Benefit Arrangement, Energy Supply Benefit Arrangement or RJS Benefit Plan, as applicablethe case may be, ending on the date such Transferring Employeeemployee’s participation in the Seaport Entertainment corresponding NewCo Benefit Arrangement begins (to be taken into account under such NewCo Benefit Arrangement 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 same extent that applicable plan year as if such credit was given under amounts had been paid in accordance with the analogous HHH NewCo Benefit Arrangement. On the Separation Date and as necessary from time to time thereafter, as applicable, prior Parent shall provide NewCo with all Information needed to make the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under proper calculations and determinations to comply with the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participationobligations.

Service Recognition. For purposes Effective as of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employeesthe Closing Date, the Seaport Entertainment Group Acquiror shall, from and after the applicable Benefit Commencement Date: (i) provide or shall cause to be provided to each Transferring member of its Affiliates to, give each Transferred Employee full credit for purposes of eligibility to participateeligibility, vesting and vesting, determination of level of benefits benefits, under any employee benefit plans policies, programs, or arrangements of the Acquiror or its Affiliates (each Seaport Entertainment an “Acquiror Benefit Arrangement under which Arrangement”) for such Transferring Employee is eligible to participate on individuals’ service with the Company or after the applicable Benefit Commencement Date for service accrued on Transferred Entities, as applicable, or any predecessor thereto prior to the applicable Benefit Commencement Date with the HHH Group Closing Date, to the same extent that such credit service was recognized by the HHH Group applicable Company Plan or Transferred Entity Plan, as the case may be, immediately prior to the Closing Date; provided, that, such service shall not be recognized to the extent such recognition would result in the duplication of benefits. In addition, and without limiting the generality of the foregoing provisions, (i) Acquiror shall cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all Acquiror Benefit Arrangements to the extent coverage under the Acquiror Benefit Arrangement is comparable HHH Benefit Arrangements; to a Company Plan or Transferred Entity Plan, as the case may be, in which the Transferred Employee participated immediately before the Closing Date and (ii) use commercially reasonable efforts for purposes of each Acquiror Benefit Arrangement providing medical, dental, pharmaceutical or vision benefits to waive any Transferred Employee, Acquiror shall cause all pre-existing conditions, condition exclusions and waiting periods with respect actively-at-work requirements of such Acquiror Benefit Arrangement to participation be waived for such employee and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Datehis or her covered dependents, except, with respect to pre-existing conditions or exclusions, except to the extent such pre-existing conditions or exclusions would apply not have been waived under the analogous HHH Benefit Arrangement; comparable Company Plan or Transferred Entity Plan, as the case may be, in which such employee participated immediately prior to the Closing Date, and (iii) use commercially reasonable efforts to provide each Transferring Employee Acquiror shall cause any eligible expenses incurred by such employee and their eligible his or her covered dependents under any Seaport Entertainment Benefit Arrangement with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding HHH Benefit ArrangementCompany Plan or Transferred Entity Plan, as applicablethe case may be, ending on the date such Transferring Employeeemployee’s participation in the Seaport Entertainment corresponding Acquiror Benefit Arrangement begins (to be taken into account under such Acquiror Benefit Arrangement 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 same extent that applicable plan year as if such credit was given under amounts had been paid in accordance with the analogous HHH Acquiror Benefit Arrangement, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

Service Recognition. For purposes of any Seaport Entertainment Orion Benefit Arrangements Plans providing benefits to any Transferring EmployeesEmployees after the Distribution Date, the Seaport Entertainment Orion Group shall, from and after the applicable Benefit Commencement Date: (i) provide or cause to be provided to each Transferring Employee full credit for purposes of eligibility to participate, vesting and level of benefits under each Seaport Entertainment Benefit Arrangement under which such Transferring Employee is eligible to participate on or after the applicable Benefit Commencement Date for service accrued on or prior to the applicable Benefit Commencement Date with the HHH Group to the same extent that such credit was recognized by the HHH Group under comparable HHH Benefit Arrangements; (ii) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Orion Benefit Arrangements Plans in which such Transferring Employees may be eligible to participate after the Distribution Date, except, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous HHH VEREIT Benefit ArrangementPlan or Realty Income Benefit Plan, as applicable; and (iiiii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment Orion Benefit Arrangement Plan with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding HHH VEREIT Benefit ArrangementPlan or Realty Income Benefit Plan, as applicable, ending on the date such Transferring Employee’s participation in the Seaport Entertainment Orion Benefit Arrangement Plan begins (to the same extent that such credit was given under the analogous HHH VEREIT Benefit ArrangementPlan or Realty Income Benefit Plan, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Orion Benefit ArrangementPlan) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Orion Benefit ArrangementPlan; and (iii) recognize all service of the Transferring Employees with VEREIT and its Subsidiaries (and any predecessors or affiliates thereof), for all purposes under any Orion Benefit Plan in which such Transferring Employees may be eligible to participate after the Distribution Date to the same extent such service was taken into account under the analogous VEREIT Benefit Plan prior to the date that the Transferring Employee first participates in the Orion Benefit Plan; provided, however, that no such credit shall be provided under the foregoing provisions clause shall not apply (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Orion Benefit Arrangement Plan under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participation.

Service Recognition. For purposes of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employees, the Seaport Entertainment Group shall, from From and after the applicable Benefit Commencement Date: Effective Time, Verigy or Holdco, as applicable, will, or will cause the Surviving Corporation to, recognize the prior service with LTX-Credence or its Subsidiaries of each employee of LTX-Credence or its Subsidiaries as of the Effective Time (ithe “LTX-Credence Current Employees”) provide in connection with all employee benefit plans, programs or cause policies (including vacation) of Verigy or Holdco, as applicable, or its affiliates in which LTX-Credence Current Employees are eligible to be provided to each Transferring Employee full credit participate following the Effective Time, for purposes of eligibility to participate(but not for purposes of benefit accruals or benefit amounts under any defined benefit pension plan or vesting of or eligibility for future equity based awards, vesting and level of benefits under each Seaport Entertainment Benefit Arrangement under which such Transferring Employee is eligible to participate on or after the applicable Benefit Commencement Date for service accrued on or prior to the applicable Benefit Commencement Date with the HHH Group to the same extent that such credit was recognized by the HHH Group under comparable HHH Benefit Arrangements; (ii) use commercially reasonable efforts to waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Date, except, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous HHH Benefit Arrangement; and (iii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment Benefit Arrangement with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding HHH Benefit Arrangement, as applicable, ending on the date such Transferring Employee’s participation in the Seaport Entertainment Benefit Arrangement begins (to the same extent that such credit was given under the analogous HHH Benefit Arrangement, as applicable, prior to the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under the foregoing provisions (A) to the extent it recognition would result in duplication of benefits). From and after the Effective Time, Verigy, Holdco or the Surviving Corporation shall provide LTX-Credence Current Employees health and welfare benefits pursuant to employee benefit plans, programs, policies or arrangements maintained by Verigy, Holdco, the Surviving Corporation, or any Subsidiary of Verigy or Holdco that provide coverage and benefits which are no less favorable in the aggregate than those provided to employees of LTX-Credence immediately preceding the Effective Time, which comparable coverage shall continue until at least the earlier of December 31, 2011 or such time as the LTX-Credence Current Employees are provided with coverage and benefits which are no less favorable in the aggregate than those provided to persons with Verigy holding comparable positions. From and after the Effective Time, Verigy or Holdco, as applicable, will, or will cause the Surviving Corporation, to use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods (Bto the extent that such waiting periods would be inapplicable, taking into account service with LTX-Credence) for under any purpose group health plans of Verigy, Holdco or its affiliates to be waived with respect to any defined benefit pension planLTX-Credence Current Employees and their dependents to the extent waived under the corresponding plan in which such LTX-Credence Current Employees participated immediately prior to the Effective Time or, postretirement welfare if more favorable, the plan or any Seaport Entertainment Benefit Arrangement under in which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participationthey participate after the Effective Time.

Service Recognition. For purposes Effective as of any Seaport Entertainment Benefit Arrangements providing benefits to any Transferring Employees, the Seaport Entertainment Group Closing Date ITC shall, from and after shall cause each member of the applicable Benefit Commencement Date: (i) provide or cause to be provided to ITC Group to, give each Transferring TransCo Employee full credit for purposes of eligibility to participateeligibility, vesting and vesting, determination of level of benefits benefits, and, to the extent applicable, benefit accruals and benefit subsidies under each Seaport Entertainment any ITC Benefit Arrangement under which for such Transferring Employee is eligible to participate on individuals' service with any member of the Entergy Group or after the applicable Benefit Commencement Date for service accrued on TransCo Group or any predecessor thereto prior to the applicable Benefit Commencement Date with the HHH Group Closing Date, to the same extent that such credit service was recognized by the HHH Group applicable Entergy Benefit Arrangement immediately prior to the Closing Date; provided, that, such service shall not be recognized to the extent such recognition would result in the duplication of benefits. In addition, and without limiting the generality of the foregoing provisions of this Section 2.4, (i) ITC shall cause each TransCo Employee to be immediately eligible to participate, without any waiting time, in any and all ITC Benefit Arrangements to the extent coverage under the ITC Benefit Arrangement is comparable HHH to an Entergy Benefit Arrangements; Arrangement in which the TransCo Employee participated immediately before the Closing Date and (ii) use commercially reasonable efforts for purposes of each ITC Benefit Arrangement providing medical, dental, pharmaceutical or vision benefits to waive any TransCo Employee, ITC shall cause all pre-existing conditions, condition exclusions and waiting periods with respect actively-at-work requirements of such ITC Benefit Arrangement to participation be waived for such employee and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Seaport Entertainment Benefit Arrangements in which such Transferring Employees may be eligible to participate after the Distribution Datehis or her covered dependents, except, with respect to pre-existing conditions or exclusions, except to the extent such pre-existing conditions or exclusions would apply not have been waived under the analogous HHH Benefit Arrangement; and (iii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Seaport Entertainment comparable Entergy Benefit Arrangement with credit for in which such employee participated immediately prior to the Closing Date, and ITC shall cause any co-payments eligible expenses incurred by such employee and deductibles paid his or her covered dependents during the portion of the plan year of the corresponding HHH Entergy Benefit Arrangement, as applicable, Arrangement ending on the date such Transferring Employeeemployee’s participation in the Seaport Entertainment corresponding ITC Benefit Arrangement begins (to be taken into account under such ITC Benefit Arrangement 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 same extent that applicable plan year as if such credit was given under amounts had been paid in accordance with the analogous HHH ITC Benefit Arrangement. At Closing and from time to time thereafter as is reasonably necessary, Entergy shall provide ITC with such Information as applicable, prior is necessary to make the date that the Transferring Employee first participates in the Seaport Entertainment Benefit Arrangement) in satisfying any applicable deductible or out-of-pocket requirements under the Seaport Entertainment Benefit Arrangement; provided, however, that no such credit shall be provided under proper calculations necessary to comply with the foregoing provisions (A) to the extent it would result in duplication of benefits, or (B) for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Seaport Entertainment Benefit Arrangement under which similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, either with respect to level of benefits or participationobligations.