Common use of Prior Service; Deductibles Clause in Contracts

Prior Service; Deductibles. The Buyers shall, or shall cause their respective Affiliates to, recognize each Transferred Employee’s service with the Sellers, the Sold Companies, or any of their respective Affiliates or their respective predecessors as of the Closing Date as service with the Buyers, the Sold Companies or any of their respective Affiliates, as applicable, for all purposes (including, without limitation, eligibility, vesting, eligibility waiting periods, benefit accruals but excluding for benefit accrual purposes under a defined benefit pension plan (other than a defined benefit pension plan as to which the Buyers are assuming or receiving a transfer of assets pursuant to the terms of this Agreement)) in the Buyers’, the Sold Companies’ or any of their respective Affiliates’ employee benefit plans, agreements, policies or other arrangements, to the extent that such service was credited for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their respective Affiliates, (unless such credit would result in a duplication of benefits for the same period). In addition, to the extent pre-existing condition limitations have been met or are otherwise inapplicable with respect to Transferred Employees under Sellers’ employee welfare benefits plans as of the Closing Date, the Buyers shall, or shall cause their respective Affiliates to, waive any such pre-existing condition limitations under Buyers’ employee welfare benefit plans applicable to Transferred Employees or their respective spouses or dependents and shall recognize (or cause to be recognized) the dollar amount of all expenses incurred by Transferred Employees and their respective spouses or dependents during the calendar year in which the Closing occurs for purposes of satisfying the deductibles and co-payment or out-of-pocket limitations for such calendar year under the relevant employee welfare benefit plans of the Buyers, the Sold Companies and their respective Affiliates, as applicable, to the extent taken into account for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their Affiliates.

Prior Service; Deductibles. The To the extent not otherwise required by or resulting from the operation of Law, the Buyers shall, or shall cause their respective Affiliates the Sold Companies and the Subsidiaries to, recognize each Transferred Company Employee’s 's service with the Sellers, any of the Sold Companies, the Subsidiaries or any of their respective Affiliates or their respective predecessors as of the Closing Date as service with the Buyers, the Sold Companies or any of their respective Affiliatesand the Subsidiaries, as applicable, for all purposes of vesting and eligibility to participate in (includingbut not, without limitationexcept as otherwise provided in Section 5.8(d) or as required under mandatory provisions of Laws relating to Non-U.S. Employees, eligibility, vesting, for purposes of eligibility waiting periods, for early retirement and benefit accruals but excluding for benefit accrual purposes under a defined benefit pension plan (other than a defined benefit pension plan as to which the Buyers are assuming or receiving a transfer of assets pursuant to the terms of this Agreement)accrual) in the Buyers’', the Sold Companies’ or any of their respective Affiliates’ ' and the Subsidiaries' employee welfare benefit plans, agreementsemployee pension plans, vacation, disability, severance and other employee benefit plans or policies and any other such plans or other arrangements, policies in which the Company Employees will be entitled to participate in on and after the extent that such service was credited for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their respective Affiliates, (unless such credit would result in a duplication of benefits for the same period)Closing Date. In addition, to the extent pre-existing condition limitations have been met or are otherwise inapplicable with respect to Transferred Employees under Sellers’ employee welfare benefits plans as of the Closing Date, the Buyers shall, or shall cause their respective Affiliates the Sold Companies and the Subsidiaries to, waive any pre-existing condition limitations and eligibility waiting periods under the employee welfare benefit plans applicable to Company Employees or their respective spouses and dependents (but only to the extent such pre-existing condition limitations and eligibility waiting periods were satisfied under Buyers’ employee welfare benefit plans applicable to Transferred Employees or their respective spouses or dependents the Company Benefit Plans as of the Closing Date) and shall recognize (or cause to be recognized) the dollar amount of all expenses incurred by Transferred Company Employees and their respective spouses or and dependents during the calendar year in which the Closing occurs for purposes of satisfying the deductibles and co-payment or out-of-pocket limitations for such calendar year under the relevant employee welfare benefit plans of the Buyers, the Sold Companies Companies, the Subsidiaries, and their respective Affiliatesany other such plans or policies in which the Company Employees will be entitled to participate in on and after the Closing Date, as applicable, to the extent taken into account for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their Affiliates.

Prior Service; Deductibles. The Buyers shall, or shall cause their respective Affiliates to, recognize each Transferred Employee’s service with the Sellers, the Sold Companies, or any of their respective Affiliates or their respective predecessors as of the Closing Date as service with the Buyers, the Sold Companies or any of their respective Affiliates, as applicable, for all purposes (including, without limitation, eligibility, vesting, eligibility waiting periods, benefit accruals but excluding for benefit accrual purposes under a defined benefit pension plan (other than a defined benefit pension plan as to which the Buyers are assuming or receiving a transfer of assets pursuant to the terms of this Agreement)accruals) in the Buyers’, the Sold Companies’ or any of their respective Affiliates’ employee benefit plans, agreements, policies or other arrangements, to the extent that such service was credited for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their respective Affiliates in the Buyers’, the Sold Companies’ or any of their respective Affiliates’ employee benefit plans, agreements, policies or other arrangements (unless such credit would result in a duplication of benefits for the same period). In addition, to the extent pre-existing condition limitations have been met or are otherwise inapplicable with respect to Transferred Employees under Sellers’ employee welfare benefits plans as of the Closing Date, the Buyers shall, or shall cause their respective Affiliates to, waive any such pre-existing condition limitations under Buyers’ employee welfare benefit plans applicable to Transferred Employees or their respective spouses or dependents and shall recognize (or cause to be recognized) the dollar amount of all expenses incurred by Transferred Employees and their respective spouses or dependents during the calendar year in which the Closing occurs for purposes of satisfying the deductibles and co-payment or out-of-pocket limitations for such calendar year under the relevant employee welfare benefit plans of the Buyers, the Sold Companies and their respective Affiliates, as applicable, to the extent taken into account for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their Affiliates. Sellers shall be solely responsible for the administration of, and all costs and Liabilities arising in connection with, medical (including dental, vision, mental health and prescription drug) benefits claims by Transferred Employees (other than Business Employees of the Sold Companies) and their spouses, dependents or other beneficiaries incurred on or prior to the Closing Date, without regard to whether such claims are submitted prior to, on or after the Closing Date.

Prior Service; Deductibles. The Buyers To the extent not otherwise required by or resulting from the operation of Law, Holdco shall recognize each Company Employee's and Parent Employee's service with the Company and its Subsidiaries or Parent and its Subsidiaries, as applicable, as service with Holdco or its Subsidiaries, as applicable, for purposes of vesting and eligibility to participate in any applicable employee plans of Holdco or its Subsidiaries; provided, that such recognition of service shall not be considered for purposes of benefit accrual. In addition, Holdco shall, or shall cause their respective Affiliates its Subsidiaries to, recognize each Transferred Employee’s service with the Sellers, the Sold Companies, or (i) waive any of their respective Affiliates or their respective predecessors as of the Closing Date as service with the Buyers, the Sold Companies or any of their respective Affiliates, as applicable, for all purposes (including, without limitation, eligibility, vesting, eligibility waiting periods, benefit accruals but excluding for benefit accrual purposes under a defined benefit pension plan (other than a defined benefit pension plan as to which the Buyers are assuming or receiving a transfer of assets pursuant to the terms of this Agreement)) in the Buyers’, the Sold Companies’ or any of their respective Affiliates’ employee benefit plans, agreements, policies or other arrangements, to the extent that such service was credited for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their respective Affiliates, (unless such credit would result in a duplication of benefits for the same period). In addition, to the extent pre-existing condition limitations have been met and eligibility waiting periods under the Company Employee Plans applicable to the Company Employees or are otherwise inapplicable with respect to Transferred Employees under Sellers’ employee welfare benefits plans as of the Closing Date, the Buyers shall, or shall cause their respective Affiliates to, waive any spouses and dependents (but only to the extent such pre-existing condition limitations and eligibility waiting periods were satisfied under Buyers’ employee welfare benefit plans applicable to Transferred Employees or their respective spouses or dependents the Company Employee Plans as of the Closing Date) and shall recognize (or cause to be recognized) the dollar amount of all expenses incurred by Transferred the Company Employees and their respective spouses or and dependents during the calendar year in which the Closing Date occurs for purposes of satisfying the deductibles and co-payment or out-of-out of pocket limitations for such calendar year under the relevant employee welfare benefit plans Company Employee Plans and (ii) waive any pre-existing condition limitations and eligibility waiting periods under the Parent Employee Plans applicable to the Parent Employees or their respective spouses and dependents (but only to the extent such pre-existing condition limitations and eligibility waiting periods were satisfied under the Parent Employee Plans as of the Buyers, Closing Date) and shall recognize (or cause to be recognized) the Sold Companies dollar amount of all expenses incurred by the Parent Employees and their respective Affiliates, as applicable, to spouses and dependents during the extent taken into account calendar year in which the Closing Date occurs for purposes of satisfying the deductibles and co-payment or out of pocket limitations for such purpose calendar year under a comparable plan of the Sellers, the Sold Companies or any of their Affiliatesrelevant Parent Employee Plans.