Post-Closing Benefit Plan Participation Sample Clauses

Post-Closing Benefit Plan Participation. From and after the Closing, Purchaser shall use commercially reasonable efforts to cause any employee benefit plans of Purchaser and its Affiliates that are made available to the Transferred Employees after the Closing (“Purchaser Plans”) to take into account for purposes of eligibility and benefit accruals (other than benefit accruals under any defined benefit pension plan or as would result in a duplication of benefits), services prior to the Closing by such Transferred Employees to Seller (and any predecessors thereof that previously employed such Transferred Employees and as to which Seller recognized such years of service) as if such service were with Purchaser and its Affiliates. With respect to each Transferred Employee who elects to participate in Purchaser Plans following the Closing, and such Transferred Employee’s dependents, Purchaser shall, and shall cause its applicable Affiliate to, use commercially reasonable efforts to (i) waive or cause to be waived any pre-existing condition exclusions to coverage, any evidence of insurability provisions, any active at work requirement and any waiting period or service requirements that did not exist or had been waived or otherwise satisfied under Seller’s comparable medical, dental, pharmaceutical and vision benefit plans prior to the Closing and (ii) apply towards any deductible requirements and out-of-pocket maximum limits under its benefit plans applicable to the year in which the Closing occurs, any amounts paid by such Transferred Employee toward such requirements and limits under Seller’s and/or Seller’s Subsidiaries’ benefit plans for such applicable year. For the avoidance of doubt, nothing in this Agreement or any Transaction Document shall operate to transfer the Seller Pension Scheme, to the Purchaser or otherwise make the Purchaser liable in respect of the Seller Pension Scheme.

Post-Closing Benefit Plan Participation. From and after the Effective Time, Buyer shall cause the Surviving Corporation to give each employee of the Surviving Corporation who shall have been an employee of the Company immediately prior to the Effective Time (the “Continuing Employees”), full credit for prior service with the Company to the extent such service was credited under the Benefit Plans as of the Effective Time, for purposes of eligibility and vesting (but not for benefit accruals under a defined benefit plan) under comparable Surviving Corporation Employee Plans (as defined below), except where such credit would result in a duplication of benefits or not be in accordance with certain Benefit Plan regulations. In addition, Buyer shall (1) waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations have been waived under any Benefit Plan as of the Effective Time for the applicable Continuing Employee and (2) recognize for purposes of annual deductible and out-of-pocket limits payable during the plan year in which the Effective Date occurs under the Benefit Plans that are medical and dental plans and in which the applicable Continuing Employee participates, deductible and out-of-pocket expenses paid by such Continuing Employee in the plan year in which the Effective Time occurs. For purposes of this Agreement, the term “Surviving Corporation Employee Plan” means, to the extent applicable, “employee benefit plans” (as defined in Section 3(3) of ERISA), that provide insurance coverage, retirement benefits, severance benefits, disability benefits, vacation accruals or other benefits, to or for the benefit of any Continuing Employee.