Common use of Crediting Service Clause in Contracts

Crediting Service. With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding any retiree health plans or programs maintained by Parent or any of its Subsidiaries, any defined benefit retirement plans or programs maintained by Parent or any of its Subsidiaries, and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, “Parent Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Second Effective Time, and subject to the terms of the governing plan documents, Parent and HoldCo shall, or shall cause the Surviving Corporation to, credit all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for purposes of eligibility to participate and level of benefit for full or partial years of service in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Second Effective Time to the extent such service credit is considered for current Parent Benefit Plan participants; provided, that such service shall not be credited to the extent that such crediting would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, for purposes of each Parent Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to a Company Continuing Employee, Parent and HoldCo shall use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such Parent Benefit Plan to be waived for such Company Continuing Employee and his or her covered dependents to the extent and unless such conditions would have been waived or satisfied under the employee benefit plan whose coverage is being replaced under the Parent Benefit Plan.

Crediting Service. With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding any retiree health plans or programs maintained by Parent or any of its Subsidiaries, any defined benefit retirement plans or programs maintained by Parent or any of its Subsidiaries, and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, “Parent Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Second Effective Time, and subject to the terms of the governing plan documents, Parent and HoldCo shall, or shall cause the Surviving Corporation to, credit all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for purposes of eligibility to participate and level of benefit vesting for full or partial years of service in any such Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Second Effective Time to the extent such service credit is considered for current Parent Benefit Plan participantsPlan; provided, that such service shall not be credited to the extent that that: (i) such crediting would result in a duplication of benefits; or (ii) such service was not credited under the corresponding Company Employee Plan. In addition, and without Without limiting the generality of the foregoing, for purposes of each Parent Benefit Plan providing to the extent that any Company Continuing Employee participates in any medical, dental, vision or pharmaceutical and/or vision benefits plan of Parent or any of its Affiliates following the Effective Time and prior to a Company Continuing EmployeeDecember 31, 2022, (A) Parent and HoldCo shall use commercially reasonable efforts to cause all any pre-existing condition exclusions and actively-at-work requirements of conditions or limitations, eligibility waiting periods or required physical examinations under such Parent Benefit Plan plan to be waived for such with respect to the Company Continuing Employees and their eligible dependents, to the extent waived under the corresponding plan in which the Company Continuing Employee and his or her covered dependents participated immediately prior to the extent Effective Time, and unless such conditions would have been waived (B) Parent shall use commercially reasonable efforts to cause any deductibles paid by Company Continuing Employee under any of the Company’s or satisfied its Subsidiaries’ health plans in the plan year in which the Effective Time occurs to be credited towards deductibles under the employee benefit plan whose coverage is being replaced under the health plans of Parent Benefit Planor any Affiliate of Parent.

Crediting Service. With respect to any “employee benefit plan” as defined in Section 3(3) of ERISA ERISA, whether or not subject to ERISA, maintained by Parent or any of its Subsidiaries, excluding any retiree health welfare plans or programs maintained by Parent or any of its Subsidiaries, any defined benefit retirement plans or programs maintained by Parent or any of its Subsidiaries, and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, “Parent Benefit Plans”) in which any Company Continuing Employees will participate effective as of or after the Second Effective Time, and subject to the terms of the governing plan documents, Parent and HoldCo shall, or shall cause the Surviving Corporation to, credit all service of the Company Continuing Employees with the Company or any of its SubsidiariesSubsidiaries and their Affiliates and predecessors, as the case may be as if such service were with Parent, for purposes of eligibility to participate participate, vesting and level of benefit accrual for full or partial years of service in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Second Effective Time to the extent such service credit is considered for current Parent Benefit Plan participantsTime; provided, that such service shall not be credited to the extent that that: (i) such crediting would result in a duplication of benefits; or (ii) such service was not credited under the corresponding Company Employee Plan. In addition, and without limiting the generality of the foregoing, for purposes of each with respect to any Parent Benefit Plan providing medical, dental, pharmaceutical and/or vision benefits to a Plans in which any Company Continuing EmployeeEmployee will participate in effective as of or after the Effective Time, Parent and HoldCo shall, or shall use commercially reasonable efforts cause the Surviving Corporation to, (A) waive or cause to cause be waived all pre-existing condition exclusions conditions limitations, exclusions, eligibility waiting periods, and actively-at-all evidence of insurability and actively at work requirements of such with respect to participation and coverage requirements applicable to Company Continuing Employees under any Parent Benefit Plan to be waived for in which such Company Continuing Employee Employees and his or her their covered dependents may be eligible to participate after the Effective Time, to the extent that such limitations, exclusions, waiting periods and unless such conditions requirements would have been waived or satisfied under the employee benefit plan whose coverage is being replaced corresponding Company Employee Plan prior to the Effective Time; provided, that if the benefits under the any such Parent Benefit PlanPlan are provided under an insured arrangement, then Parent’s obligation hereunder shall be subject to the approval of the relevant insurance carrier, which Parent will take reasonable commercial efforts to obtain; and (B) provide or cause to be provided to each Company Continuing Employee and their covered dependents credit for any co-payments, coinsurance, out-of-pocket maximums and deductibles paid prior to the Effective Time, in respect of the plan year in which the Effective Time occurs, in satisfying any such requirements under any Parent Benefit Plan in which such Company Continuing Employee and their covered dependents may be eligible to participate in the plan year in which the Effective Time occurs.