Common use of Company Employee Plans Clause in Contracts

Company Employee Plans. After the Effective Time, Surviving Corporation shall arrange for each employee participating in any of the Company Benefits Plans to participate in any counterpart benefit plans of Acquiror or its Subsidiaries (as appropriate) in accordance with the eligibility criteria thereof, provided that (i) such participants shall receive full credit for years of service with the Company or any of its Subsidiaries prior to the Effective Time for all purposes for which such service was recognized under the Company Benefit Plans and (ii) such participants shall participate in the Acquiror Benefit Plans on terms no less favorable than those offered by Acquiror to similarly situated employees of Acquiror or its Subsidiaries. Surviving Corporation shall give credit under its applicable employee welfare benefit plans for all copayments, deductibles and out-of-pocket maximums satisfied by employees (and their eligible dependents) of the Company (and its Subsidiaries), in respect of the calendar year in which the Closing Date occurs. Surviving Corporation shall waive all pre-existing conditions (to the extent waived under the applicable employee welfare benefit plans of the Company and its Subsidiaries) otherwise applicable to employees of the Company and its Subsidiaries under Acquiror's employee welfare benefit plans in which employees of the Company (and its Subsidiaries) become eligible to participate on or following the Closing. Notwithstanding the foregoing, Surviving Corporation may continue (or cause the Surviving Corporation to continue) one or more of the Company Benefit Plans, in which case Surviving Corporation shall have satisfied its obligations hereunder with respect to the benefits so provided if the terms of the Company Benefit Plans which are continued are no less favorable, as a whole, than the terms of the counterpart plans of Acquiror and its Subsidiaries (as applicable).

Company Employee Plans. After the Effective Time, Surviving Corporation Parent shall arrange for each employee participating in any of the Company Benefits Plans to participate in any counterpart benefit plans of Acquiror Parent or its Subsidiaries (as appropriate) in accordance with the eligibility criteria thereof, provided that (i) such participants shall receive full credit for years of service with the Company or any of its Subsidiaries prior to the Effective Time for all purposes for which such service was recognized under the Company Benefit Plans and (ii) such participants shall participate in the Acquiror Parent Benefit Plans on terms no less favorable than those offered by Acquiror Parent to similarly situated employees of Acquiror Parent or its Subsidiaries. Surviving Corporation Parent shall give credit under its applicable employee welfare benefit plans for all copayments, deductibles and out-of-pocket maximums satisfied by employees (and their eligible dependents) of the Company (and its Subsidiaries), in respect of the calendar year in which the Closing Date occurs. Surviving Corporation Parent shall waive all pre-existing conditions (to the extent waived under the applicable employee welfare benefit plans of the Company and its Subsidiaries) otherwise applicable to employees of the Company and its Subsidiaries under AcquirorParent's employee welfare benefit plans in which employees of the Company (and its Subsidiaries) become eligible to participate on or following the Closing. Notwithstanding the foregoing, Surviving Corporation Parent may continue (or cause the Surviving Corporation to continue) one or more of the Company Benefit Plans, in which case Surviving Corporation Parent shall have satisfied its obligations hereunder with respect to the benefits so provided if the terms of the Company Benefit Plans which are continued are no less favorable, as a whole, favorable than the terms of the counterpart plans of Acquiror Parent and its Subsidiaries (as applicable).

Company Employee Plans. After The Selling Members and the Effective TimeCompany shall, Surviving Corporation upon Purchaser’s request, which shall arrange for each employee participating be made reasonably in any advance of the Closing, terminate the existing Company Benefits Plans to participate in any counterpart benefit plans of Acquiror or its Subsidiaries (as appropriate) Employee Plans, in accordance with the eligibility criteria thereofprovisions thereof and applicable law, provided that (i) with such participants shall receive full credit for years of service with the Company or any of its Subsidiaries termination to be effective immediately prior to the Effective Time for all purposes for which Closing, or such service was recognized later date as is permitted under the provisions of the Plans, Contracts and applicable law. From and after Closing, Purchaser will, with respect to the Continuing Employees, (a) honor existing Employee Agreements (subject to any right to amend or terminate such agreements in accordance with their terms), and (b) either continue the Company Benefit Employee Plans and (ii) such participants shall any plans, programs, practices, contracts or agreements sponsored or maintained by a professional employer organization with respect to which employees of the Company participate, or permit Continuing Employees, and, as applicable, their eligible spouses and dependents, to participate in the Acquiror Benefit Plans employee benefit plans, programs or policies of Purchaser on terms no less favorable than those offered by Acquiror provided to similarly situated employees of Acquiror Purchaser (or its Subsidiariesa combination of the foregoing, which shall afford the Continuing Employees benefit terms equal to or better than those required under this Section 5.9(b)). Surviving Corporation Purchaser shall give credit recognize the prior service with the Company of each Continuing Employee in connection with all employee benefit plans, programs or policies of Purchaser in which Continuing Employees are eligible to participate for purposes of eligibility to participate, vesting and determination of level of benefits (but not for purposes of benefit accruals under its any defined benefit pension plan or to the extent that such recognition would result in duplication of benefits). In addition, to the extent permitted by the applicable employee welfare plan or program, Purchaser shall waive pre-existing condition requirements, evidence-of-insurability provisions, waiting-period requirements and all other similar provisions under any benefit plans for all copaymentsplan or program or compensation arrangements provided to Continuing Employees after the Effective Time. Purchaser shall also, deductibles to the extent permitted by the applicable plan, apply toward any deductible requirements and out-of-pocket maximums satisfied by employees (and their eligible dependents) of the Company (and maximum limits under its Subsidiaries), in respect of the calendar year in which the Closing Date occurs. Surviving Corporation shall waive all pre-existing conditions (to the extent waived under the applicable employee welfare benefit plans of plans, any amounts paid by each Continuing Employee prior to the Company and its Subsidiaries) otherwise applicable to employees of the Company and its Subsidiaries Closing under Acquiror's employee welfare benefit plans in which employees during the current plan year of such welfare benefit plans. From and after the Closing, Purchaser shall credit and honor, and allow all Continuing Employees to use, all paid time-off accrued but unused by the Continuing Employees as of the Company (Closing and its Subsidiaries) become eligible to participate listed on or following the Closing. Notwithstanding the foregoing, Surviving Corporation may continue (or cause the Surviving Corporation to continue) one or more Schedule 5.9 of the Company Benefit Plans, in which case Surviving Corporation shall have satisfied its obligations hereunder with respect to the benefits so provided if the terms of the Company Benefit Plans which are continued are no less favorable, as a whole, than the terms of the counterpart plans of Acquiror and its Subsidiaries (as applicable)Disclosure Schedule.