Service Recognition. (a) From and after the Distribution Time, and in addition to any applicable obligations under applicable Law, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Benefit Plan for such SpinCo Employee’s prior service with any member of the Company Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Benefit Plan; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension plan. (b) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit plan: (i) SpinCo shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Benefit Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Plan, and (ii) SpinCo shall use commercially reasonable efforts to provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 5 contracts
Samples: Employee Matters Agreement (Ligand Pharmaceuticals Inc), Merger Agreement (Ligand Pharmaceuticals Inc), Employee Matters Agreement (Ligand Pharmaceuticals Inc)
Service Recognition. (a) From and after the Distribution TimeDate, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo Veralto shall, and shall cause each member of the SpinCo Veralto Group to, give each SpinCo Veralto Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Veralto Benefit Plan Arrangement for such SpinCo Veralto Employee’s prior service with any member of the Company Xxxxxxx Group or SpinCo Veralto Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Xxxxxxx Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planDistribution Date: (i) SpinCo Veralto shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Veralto Employee under any SpinCo Benefit Veralto Welfare Plan in which SpinCo Veralto Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Xxxxxxx Welfare Plan, and (ii) SpinCo Veralto shall use commercially reasonable efforts to provide or cause each SpinCo Veralto Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Veralto Employees become eligible to participate in the SpinCo Benefit Veralto Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 4 contracts
Samples: Employee Matters Agreement (Danaher Corp /De/), Employee Matters Agreement (Veralto Corp), Employee Matters Agreement (Veralto Corp)
Service Recognition. (a) From and after the Distribution Effective Time, and in addition to any the extent permitted by the terms of the applicable obligations under applicable LawSpinCo Benefit Arrangement, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, vesting and determination of level of benefits under any SpinCo Benefit Plan Arrangement for such SpinCo Employee’s prior service with any member of the Company DevCo Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Aimco Benefit PlanArrangement; provided, provided that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable LawLaw and to the extent permitted under the terms of the applicable SpinCo Benefit Arrangement, as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planDate: (i) SpinCo shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Benefit Welfare Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Aimco Benefit PlanArrangement, and (ii) SpinCo shall use commercially reasonable efforts to provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid pursuant to an Aimco Benefit Arrangement during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 3 contracts
Samples: Employee Matters Agreement (Aimco OP L.P.), Employee Matters Agreement (Aimco Properties L.P.), Employee Matters Agreement (Aimco OP L.P.)
Service Recognition. (a) From and after the Distribution Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo Vontier shall, and shall cause each member of the SpinCo Vontier Group to, give each SpinCo Vontier Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Vontier Benefit Plan Arrangement for such SpinCo Vontier Employee’s prior service with any member of the Company Fortive Group or SpinCo Vontier Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Fortive Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planDate: (i) SpinCo Vontier shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Vontier Employee under any SpinCo Benefit Vontier Welfare Plan in which SpinCo Vontier Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Fortive Welfare Plan, and (ii) SpinCo Vontier shall use commercially reasonable efforts to provide or cause each SpinCo Vontier Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Vontier Employees become eligible to participate in the SpinCo Benefit Vontier Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 3 contracts
Samples: Employee Matters Agreement (Fortive Corp), Employee Matters Agreement (Vontier Corp), Employee Matters Agreement (Vontier Corp)
Service Recognition. (a) From and after the Distribution Time, and in addition to any applicable obligations under applicable Law, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, and determination of level of benefits (other than with respect to any equity or equity-related compensation, defined benefit pension benefits or post-termination health or welfare benefits) under any SpinCo Benefit Plan for such SpinCo Employee’s prior service with any member of the Company Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Benefit Plan; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, effective as soon as administratively practicable on or after of the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit plan: (i) SpinCo shall use commercially reasonable efforts to waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Benefit Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Plan, and (ii) SpinCo shall use commercially reasonable efforts to provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 2 contracts
Samples: Employee Matters Agreement (CXApp Inc.), Employee Matters Agreement (Inpixon)
Service Recognition. (a) From and after the Distribution Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo Envista shall, and shall cause each member of the SpinCo Envista Group to, give each SpinCo Envista Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Envista Benefit Plan Arrangement for such SpinCo Envista Employee’s prior service with any member of the Company Xxxxxxx Group or SpinCo Envista Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Xxxxxxx Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planDate: (i) SpinCo Envista shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Envista Employee under any SpinCo Benefit Envista Welfare Plan in which SpinCo Envista Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Xxxxxxx Welfare Plan, and (ii) SpinCo Envista shall use commercially reasonable efforts to provide or cause each SpinCo Envista Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Envista Employees become eligible to participate in the SpinCo Benefit Envista Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 2 contracts
Samples: Employee Matters Agreement (Envista Holdings Corp), Employee Matters Agreement (Envista Holdings Corp)
Service Recognition. (a) From and after Effective no later than the Distribution Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Benefit Plan Arrangement for such SpinCo Employee’s prior service with any member of the Company Parent Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Parent Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except as scheduled on Exhibit 1 or to the extent prohibited by applicable Law, on or as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit plan: Effective Time, (i) SpinCo shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Benefit Welfare Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Parent Welfare Plan, and (ii) SpinCo shall use commercially reasonable efforts to provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 1 contract
Service Recognition. (a) From and after Effective no later than the Distribution Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Benefit Plan Arrangement for such SpinCo Employee’s prior service with any member of the Company Parent Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Parent Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, on or as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit plan: Effective Time, (i) SpinCo shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Benefit Welfare Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Parent Welfare Plan, and (ii) SpinCo shall use commercially reasonable efforts to provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 1 contract
Service Recognition. (a) From and after the Distribution Time, and in addition to any applicable obligations under applicable Law, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for For purposes of eligibility, vesting, and determination of level of benefits benefits, and, to the extent applicable, benefit accruals under any SpinCo employee compensation or Benefit Plan that an AgeX Group Member shall establish or maintain on or after the Closing Date, AgeX shall cause each AgeX Group Employee to receive full credit for such SpinCo the AgeX Group Employee’s prior service with any member of BioTime Group Member before the Company Group or SpinCo Group or any predecessor thereto, Closing Date to the same extent such service was recognized by an analogous BioTime Benefit Plan immediately before the applicable Company Benefit PlanClosing Date; provided, that, that such service shall not be recognized to the extent it that such recognition would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, as soon as administratively Legal Requirements or not practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planusing commercially reasonable efforts: (i) SpinCo AgeX shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo AgeX Group Employee under any SpinCo Benefit Plan Plans, programs and policies of any AgeX Group Member in which SpinCo AgeX Group Employees participate (or are eligible to participate) that are “welfare benefit plans” (as defined in Section 3(1) of ERISA) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company BioTime Benefit PlanPlan immediately before the Closing Date, and (ii) SpinCo AgeX shall use commercially reasonable efforts to provide or cause each SpinCo AgeX Group Employee to be provided with credit for any co-payments, payments (other than co-payments not reimbursable to an employee under the corresponding BioTime Benefit Plan) and deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Plans Distribution Date occurs in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such welfare benefit plans for such plan year.
Appears in 1 contract
Samples: Employee Matters Agreement (AgeX Therapeutics, Inc.)
Service Recognition. (a) From and after Effective no later than the Distribution Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo Fortive shall, and shall cause each member of the SpinCo Fortive Group to, give each SpinCo Fortive Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Fortive Benefit Plan Arrangement for such SpinCo Fortive Employee’s prior service with any member of the Company Xxxxxxx Group or SpinCo Fortive Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Xxxxxxx Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, on or as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planEffective Time,: (i) SpinCo Fortive shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Fortive Employee under any SpinCo Benefit Fortive Welfare Plan in which SpinCo Fortive Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Xxxxxxx Welfare Plan, and (ii) SpinCo Fortive shall use commercially reasonable efforts to provide or cause each SpinCo Fortive Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Fortive Employees become eligible to participate in the SpinCo Benefit Fortive Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 1 contract
Service Recognition. (a) From and after Effective no later than the Distribution Effective Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo Fortive shall, and shall cause each member of the SpinCo Fortive Group to, give each SpinCo Fortive Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Fortive Benefit Plan Arrangement for such SpinCo Fortive Employee’s prior service with any member of the Company Xxxxxxx Group or SpinCo Fortive Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Xxxxxxx Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, on or as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit plan: Effective Time,:
(i) SpinCo Fortive shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Fortive Employee under any SpinCo Benefit Fortive Welfare Plan in which SpinCo Fortive Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Xxxxxxx Welfare Plan, and (ii) SpinCo Fortive shall use commercially reasonable efforts to provide or cause each SpinCo Fortive Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Fortive Employees become eligible to participate in the SpinCo Benefit Fortive Welfare Plans in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 1 contract
Samples: Employee Matters Agreement
Service Recognition. (a) From and after the Distribution Effective Time, and in addition to any the extent permitted by the terms of the applicable obligations under applicable LawSpinCo Benefit Arrangement, SpinCo shall, and shall cause each member of the SpinCo Group to, give each SpinCo Employee full credit for purposes of eligibility, vesting, vesting and determination of level of benefits under any SpinCo Benefit Plan Arrangement for such SpinCo Employee’s prior service with any member of the Company DevCo Group or SpinCo Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company Aimco Benefit PlanArrangement; provided, provided that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable LawLaw and to the extent permitted under the terms of the applicable SpinCo Benefit Arrangement, as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planDate: (i) SpinCo shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Employee under any SpinCo Benefit Welfare Plan in which SpinCo Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Aimco Benefit PlanArrangement, and (ii) SpinCo shall use commercially reasonable efforts to provide or cause each SpinCo Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid pursuant to an Aimco Benefit Arrangement during the plan year in which the SpinCo Employees become eligible to participate in the SpinCo Benefit Welfare Plans in satisfying any applicable co-co- payments, deductibles or other out-of-pocket requirements under any such plans for such plan year.
Appears in 1 contract
Samples: Employee Matters Agreement (Apartment Income REIT Corp.)
Service Recognition. (a) From and after the Distribution Operative Time, and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, SpinCo Nextracker shall, and shall cause each member of the SpinCo Nextracker Group to, give each SpinCo Nextracker Group Employee full credit for purposes of eligibility, vesting, and determination of level of benefits under any SpinCo Nextracker Group Benefit Plan Arrangement for such SpinCo Nextracker Group Employee’s prior service with any member of the Company Flex Group or SpinCo Nextracker Group or any predecessor thereto, to the same extent such service was recognized by the applicable Company corresponding Flex Benefit PlanArrangement; provided, that, such service shall not be recognized to the extent it would result in the duplication of benefits or accruals under any defined benefit pension planbenefits.
(b) Except to the extent prohibited by applicable Law, as soon as administratively practicable on or after the Plan Transition Date with respect to any applicable SpinCo Benefit Plan that is a health or welfare benefit planDate: (i) SpinCo Nextracker shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each SpinCo Nextracker Group Employee under any SpinCo Benefit the applicable Nextracker Welfare Plan in which SpinCo Nextracker Group Employees participate (or are eligible to participate) to the same extent that such conditions and waiting periods were satisfied or waived under an analogous Company Benefit Flex Welfare Plan, and (ii) SpinCo Nextracker shall use commercially reasonable efforts to provide or cause each SpinCo Nextracker Group Employee to be provided with credit for any co-payments, deductibles or other out-of-pocket amounts paid during the plan year in which the SpinCo Nextracker Group Employees become eligible to participate in the SpinCo Benefit Plans Nextracker Welfare Plan in satisfying any applicable co-payments, deductibles or other out-of-pocket requirements under any such plans plan for such plan year.
Appears in 1 contract