Common use of Credited Service Clause in Contracts

Credited Service. The Acquiror shall, or shall cause its Affiliates to, credit service accrued by Transferred Employees with, or otherwise recognized for purposes of the Company Plans, the Company or its Affiliates as of the Closing for purposes of (a) eligibility and vesting, and (b) vacation accrual and severance benefit determinations under the benefit plans, programs, policies and arrangements (including benefits under any defined contribution retirement, medical, dental, vision, basic life and accidental death and dismemberment insurance, vacation, seniority payment, equity, or severance plans, programs or policies) of the Acquiror and its Affiliates, in each case, to the extent credited under the Company Plans; provided, however, that in no event shall such credit result in the duplication of benefits or the funding thereof. The Acquiror shall, or shall cause an Affiliate to, assume and honor all accrued and unused vacation and paid time off balances of the Transferred Employees in accordance with the applicable Company Plan in effect at the Closing Date, except to the extent any such balances are paid to such Transferred Employee in connection with the Closing in accordance with any applicable Laws. The Acquiror shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of the Acquiror or any of its Affiliates that provides group health benefits in which the Transferred Employees may be eligible to participate following the Closing (such plans, the “Acquiror Plans”), to the extent waived or satisfied with respect to such employees as of the Closing under the analogous Company Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by Transferred Employees and their eligible dependents under the Company Plan providing group health benefits in which such Transferred Employees participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under an Acquiror Plan in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and such Transferred Employee’s eligible dependents on or after the Closing, in each case, to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Company Plan prior to the Closing.

Credited Service. The Acquiror shallWith respect to each Purchaser Benefit Plan and Miraclon Entity Benefit Plan (except as required by applicable Law), Purchaser shall (i) recognize or shall cause one of its Affiliates to recognize, for all Purchaser Employees from and after the Closing Date or the Deferred Closing Date, as applicable, credit for all service with Seller and its Subsidiaries and Affiliates (and their predecessors) prior to the Closing Date or the Deferred Closing Date, as applicable, for all purposes, including without limitation, purposes of eligibility to participate, vesting credit, eligibility to commence benefits, benefit accrual (excluding benefit accruals under any defined benefit pension plan other than under any Purchaser Assumed Benefit Plan except as required by applicable Law) to the same extent recognized under a corresponding Business Benefit Plan immediately prior to the Closing Date or the Deferred Closing Date, as applicable, except as would result in duplication of benefits, (ii) ensure or shall cause its Affiliates toto ensure that no eligibility periods, credit service accrued by Transferred waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to the Purchaser Employees withor their spouses, dependents or otherwise recognized for purposes of the Company Plansbeneficiaries under any Purchaser Benefit Plan and/or Miraclon Entity Benefit Plan as such periods, the Company exclusions or its Affiliates as of limitations were waived or satisfied under a corresponding Business Benefit Plan prior to the Closing for purposes of (a) eligibility and vestingDate or the Deferred Closing Date, as applicable, and (biii) vacation accrual and severance benefit determinations under the benefit plans, programs, policies and arrangements (including benefits under any defined contribution retirement, medical, dental, vision, basic life and accidental death and dismemberment insurance, vacation, seniority payment, equity, provide or severance plans, programs or policies) of the Acquiror and its Affiliates, in each case, to the extent credited under the Company Plans; provided, however, that in no event shall such credit result in the duplication of benefits or the funding thereof. The Acquiror shall, or shall cause an Affiliate to, assume and honor all accrued and unused vacation and paid time off balances of the Transferred Employees in accordance with the applicable Company Plan in effect at the Closing Date, except to the extent any such balances are paid to such Transferred Employee in connection with the Closing in accordance with any applicable Laws. The Acquiror shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to, provide that any costs or expenses incurred by the Purchaser Employees (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible respective spouses, dependents under any plan of the Acquiror or any of its Affiliates that provides group health benefits in which the Transferred Employees may be eligible and beneficiaries) up to participate following (and including) the Closing (such plansDate or the Deferred Closing Date, the “Acquiror Plans”)as applicable, to the extent waived or satisfied with respect to such employees as shall be specifically applied for purposes of the Closing under the analogous Company Plan, (ii) honor any satisfying applicable deductible, co-payment and payment, coinsurance, maximum out-of-pocket maximums incurred by Transferred Employees provisions and their eligible dependents like adjustments or limitations on coverage under the Company applicable Purchaser Benefit Plan providing group health benefits in which such Transferred Employees participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under an Acquiror Plan in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and such Transferred Employee’s eligible dependents on or after the Closing, in each case, to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Company Plan prior to the ClosingMiraclon Entity Benefit Plan.

Credited Service. The Acquiror shall, or shall cause its Affiliates to, credit service accrued by Transferred Employees with, or otherwise recognized for purposes of the Company Plans, the Company or its Affiliates Effective as of the Closing for purposes of (a) eligibility and vestingClosing, and (b) vacation accrual and severance benefit determinations under the benefit plans, programs, policies and arrangements (including benefits under any defined contribution retirement, medical, dental, vision, basic life and accidental death and dismemberment insurance, vacation, seniority payment, equity, or severance plans, programs or policies) of the Acquiror and its Affiliates, in each case, to the extent credited under the Company Plans; provided, however, that in no event Purchaser shall such credit result in the duplication of benefits or the funding thereof. The Acquiror shall, or shall cause an Affiliate to, assume and honor all accrued and unused vacation and paid time off balances of the Transferred Employees in accordance with the applicable Company Plan in effect at the Closing Date, except to the extent any such balances are paid to such Transferred Employee in connection with the Closing in accordance with any applicable Laws. The Acquiror shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to, (i) waive any cause to be waived all limitations as to preexisting condition limitations otherwise conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Transferred Continuing Business Employees and their eligible dependents under any welfare plan of the Acquiror Purchaser or any of its Subsidiaries or Affiliates that provides group health benefits in which the Transferred such Continuing Business Employees may be eligible to participate following after the Closing (such plans, the “Acquiror Plans”)Closing, to the extent that such conditions, exclusions and waiting periods would have been waived or satisfied with respect to such employees as of the Closing under the analogous Company Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by Transferred Employees and their eligible dependents under the Company Plan providing group health benefits corresponding welfare plan in which any such Transferred Employees Continuing Business Employee participated immediately prior to the Closing during Closing, (ii) cause to be provided to each Continuing Business Employee credit for any co-payments and deductibles paid prior to the portion Closing, in respect of the calendar year prior to in which the Closing Date occurs, in satisfying any deductibles, co-payments applicable deductible or out-of-pocket maximums requirements under an Acquiror Plan in the same plan year any welfare plans of Purchaser or its Subsidiaries or Affiliates in which such deductibles, co-payments or out-of-pocket maximums were incurred, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise Continuing Business Employees may be applicable eligible to a Transferred Employee and such Transferred Employee’s eligible dependents on or participate after the Closing, (iii) cause to be provided to each Continuing Business Employee credit for purposes of eligibility and vesting for all service recognized by Sellers under the corresponding Circuit City Benefit Plan, under each employee benefit plan, program or arrangement of Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees are eligible to participate after the Closing and (iv) cause to be provided to each case, Continuing Business Employee credit for amount of benefits for all service with Sellers for purposes of the vacation policies and severance plans or policies maintained or provided by Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees are eligible to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Company Plan prior to participate after the Closing. Notwithstanding the foregoing, Continuing Business Employees' service with Circuit City, FNANB and Tyler Funding shall not be recognized for purposes of benefit accruals under any defined pension benefit plan sponsored by Purchaser.

Credited Service. The Acquiror To the extent permitted by Applicable Law, following the Second Step Closing, the Buyer shall, or shall cause its Affiliates to, credit service accrued by Transferred Employees with, or otherwise recognized for purposes the applicable Affiliate and any successor thereto to cause any employee benefit plans of the Company Plans, the Company or its Affiliates as of the Closing for purposes of (a) eligibility and vesting, and (b) vacation accrual and severance benefit determinations under the benefit plans, programs, policies and arrangements (including benefits under any defined contribution retirement, medical, dental, vision, basic life and accidental death and dismemberment insurance, vacation, seniority payment, equity, or severance plans, programs or policies) of the Acquiror and its Affiliates, in each case, to the extent credited under the Company Plans; provided, however, that in no event shall such credit result in the duplication of benefits or the funding thereof. The Acquiror shall, or shall cause an Affiliate to, assume and honor all accrued and unused vacation and paid time off balances of the Transferred Employees in accordance with the applicable Company Plan in effect at the Closing Date, except to the extent any such balances are paid to such Transferred Employee in connection with the Closing in accordance with any applicable Laws. The Acquiror shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of the Acquiror Buyer or any of its Affiliates that provides group health benefits in which the Transferred Employees may be eligible employees of the Company and its Subsidiaries are entitled to participate in following the Second Step Closing Date (each, a “New Plan”) to take into account for purposes of eligibility, vesting, and benefit accrual thereunder all years of service by Employees of the Company and/or the applicable other member(s) of the AB Group (and any additional service credited under the applicable Company Benefit Plan) as if such plans, the “Acquiror Plans”)service were with Buyer, to the same extent waived or satisfied with respect to such employees as service was credited under a comparable plan of the Closing under Company and/or the analogous Company Planapplicable other member(s) of the AB Group (except in respect of defined benefit pension schemes or to the extent such credit would result in an unintended duplication of benefits). Without limiting the generality of the foregoing, (iii) honor to the extent any deductible, co-payment and out-of-pocket maximums incurred by Transferred Employees and their eligible dependents New Plan replaces coverage under the a comparable Company Benefit Plan providing group health benefits in which such Transferred Employees participated immediately prior to the Second Step Closing (such Company Benefit Plans, collectively, the “Old Plans”), the participating Employees generally shall be immediately eligible to participate, without any waiting period, in such New Plan, and (ii) for the purposes of each New Plan providing medical, dental, pharmaceutical, vision, and/or disability benefits to Employees to replace coverage under an Old Plan, the Buyer shall use reasonable commercial efforts to cause all preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such Employees and their respective covered dependents, and the Buyer shall use reasonable commercial efforts to cause any eligible expenses incurred by such Employees and their respective covered dependents during the portion of the calendar plan year prior of the Old Plan ending on the date such Employees’ participation in the New Plan begins to be taken into account under such New Plan for the Closing in purposes of satisfying any deductiblesall deductible, co-payments or coinsurance, and maximum out-of-pocket maximums under an Acquiror Plan in requirements applicable to such Employees and their respective covered dependents for the same applicable plan year as if such amounts had been paid in which accordance with such deductibles, co-payments or out-of-pocket maximums were incurred, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and such Transferred Employee’s eligible dependents on or after the Closing, in each case, to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Company Plan prior to the ClosingNew Plan.

Credited Service. The Acquiror shall, or shall cause its Affiliates to, credit service accrued by Transferred Employees with, or otherwise recognized for purposes As of the Company Plans, date on which the Company or its Affiliates as of Continuing Business Employees become eligible to participate in the Closing for purposes of (a) eligibility and vesting, and (b) vacation accrual and severance benefit determinations under the applicable Purchaser benefit plans, programsPurchaser shall cause to be (i) waived all limitations as to preexisting conditions, policies exclusions and arrangements (including benefits waiting periods with respect to participation and coverage requirements applicable to Continuing Business Employees under any defined contribution retirement, medical, dental, vision, basic life and accidental death and dismemberment insurance, vacation, seniority payment, equity, welfare plan of Purchaser or severance plans, programs its Subsidiaries or policies) of Affiliates in which such Continuing Business Employees may be eligible to participate after the Acquiror and its Affiliates, in each caseClosing, to the extent credited that such conditions, exclusions and waiting periods would have been waived or satisfied under the Company Planscorresponding welfare plan in which any such Continuing Business Employee participated immediately prior to the Closing, (ii) provided to each Continuing Business Employee credit for any co-payments and deductibles paid prior to the Closing, in respect of the calendar year in which the Closing Date occurs, in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans of Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees may be eligible to participate after the Closing in the calendar year in which the Closing Date occurs and (iii) provided to each Continuing Business Employee credit for purposes of eligibility, vesting and benefit accrual (other than with respect to any defined benefit pension plan) under each employee benefit plan, program or arrangement of Purchaser or its Subsidiaries or Affiliates in which such Continuing Business Employees are eligible to participate after the Closing for all service recognized by Seller under the corresponding Parent Benefit Plan; provided, however, that in no event shall such the Continuing Business Employees be entitled to any credit to the extent that it would result in the a duplication of benefits or the funding thereof. The Acquiror shall, or shall cause an Affiliate to, assume and honor all accrued and unused vacation and paid time off balances of the Transferred Employees in accordance with the applicable Company Plan in effect at the Closing Date, except to the extent any such balances are paid to such Transferred Employee in connection with the Closing in accordance with any applicable Laws. The Acquiror shall use commercially reasonable efforts, and shall cause its Affiliates to use commercially reasonable efforts, to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of the Acquiror or any of its Affiliates that provides group health benefits in which the Transferred Employees may be eligible to participate following the Closing (such plans, the “Acquiror Plans”), to the extent waived or satisfied with respect to such employees as of the Closing under the analogous Company Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by Transferred Employees and their eligible dependents under the Company Plan providing group health benefits in which such Transferred Employees participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under an Acquiror Plan in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and such Transferred Employee’s eligible dependents on or after the Closing, in each case, to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Company Plan prior to the Closingservice.

Credited Service. The Acquiror shallAt Closing, the only employees of the Acquired Company or any of its subsidiaries shall cause its Affiliates tobe the Affected Employees. On and after the Closing Date, Purchaser shall give the Affected Employees full credit service accrued by Transferred Employees with, or otherwise recognized for all purposes (including for purposes of eligibility to participate, early retirement eligibility, early retirement subsidies, vesting and benefit accrual) under all employee benefit plans or arrangements maintained by Purchaser and its subsidiaries that are made available by Purchaser to the Company PlansAffected Employees, for the Company or Affected Employees' service with Seller and its Affiliates as of subsidiaries to the same extent recognized by Seller and its subsidiaries immediately prior to the Closing Date; provided, that Purchaser and its subsidiaries shall not be obligated to provide credit for such service for benefit accrual purposes of (a) eligibility and vesting, and (b) vacation accrual and severance benefit determinations under the benefit plans, programs, policies and arrangements (including benefits under any defined contribution retirementbenefit pension plan or premium subsidy under any retiree medical plan of Purchaser and its subsidiaries. For purposes of this Agreement, medical"Affected Employee" means each individual who is employed by the Acquired Company or a subsidiary of the Acquired Company on the Closing Date, dental, vision, basic life including any such individuals on approved leave of absence (including maternity and accidental death and dismemberment insurancepaternity leave, vacation, seniority paymentsick leave, equityshort-term disability, or severance plansmilitary leave, programs or policies) of the Acquiror jury duty and its Affiliatesdeath leave, in each case, to the extent credited under the Company Plansbut excluding long-term disability); provided, however, that in no event an individual on a long-term disability leave of absence from the Acquired Company or any of its subsidiaries on the Closing Date shall become an Affected Employee upon his or her return to active employment if such credit result in return to active employment occurs within 90 days after the duplication Closing Date. Effective as of benefits or the funding thereof. The Acquiror shallClosing, or Purchaser shall cause an Affiliate tothe Acquired Company or one of its subsidiaries to offer employment to the individual set forth in Schedule 4.06(a) (the "Designated Employee"), assume which offer shall be on terms and honor all accrued and unused vacation and paid time off balances of the Transferred Employees conditions in accordance with the applicable provisions of this Section 4.06 as if such individual had been an employee of the Acquired Company Plan in effect at the Closing Date, except immediately prior to the extent any such balances are paid to such Transferred Employee in connection with the Closing in accordance with any applicable LawsClosing. The Acquiror shall use commercially reasonable effortscurrent salary and bonus provided to the Designated Employee are set forth in Schedule 4.06(a). Notwithstanding anything to the contrary in this Agreement, and shall cause its Affiliates to use commercially reasonable efforts, to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan provided that the Designated Employee accepts Purchaser's offer of the Acquiror or any of its Affiliates that provides group health benefits in which the Transferred Employees may be eligible to participate following the Closing (such plansemployment, the “Acquiror Plans”), to the extent waived or satisfied with respect to such employees Designated Employee shall be treated as of the Closing as an Affected Employee for all purposes under the analogous Company Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by Transferred Employees and their eligible dependents under the Company Plan providing group health benefits in which such Transferred Employees participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under an Acquiror Plan in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and such Transferred Employee’s eligible dependents on or after the Closing, in each case, to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Company Plan prior to the Closingthis Agreement.