Common use of Purchaser Plans Clause in Contracts

Purchaser Plans. (a) Transferred Employees shall cease to participate in each of the Seller Benefit Plans for periods after the Closing (or, if applicable with respect to an Employee, the Subsequent Transfer Date). For periods after the Closing (or, if applicable with respect to an Employee, the Subsequent Transfer Date), each Transferred Employee shall be eligible, subject to the provisions of this Article 11, to participate in the Purchaser Benefit Plans which, for the period from the Closing Date until December 31, 2005, shall provide benefits which are substantially comparable in the aggregate to the benefits provided under the corresponding Seller Benefit Plans as in effect immediately prior to the Closing; provided, however, that neither Purchaser nor any Purchaser Designee shall be under any obligation to provide benefits that are comparable or similar to those benefits provided to Transferred Employees through any Excluded Seller Plans prior to the Closing (or, if applicable, the Subsequent Transfer Date). Without limiting the generality of the foregoing, to the extent applicable, Transferred Employees (and their eligible dependents) shall be given credit for their service with the Seller and its Affiliates for all purposes (other than benefit accrual under a defined benefit pension plan) to the extent such service was taken into account under a corresponding Seller Benefit Plan and for purposes of satisfying any waiting periods and evidence of insurability requirements, shall be covered under any Purchaser Benefit Plan which is a welfare benefit plan without application of pre -existing condition limitations and shall be given credit for amounts paid under a corresponding Seller Benefit Plan during the same period for purposes of applying deductibles, copayments and out -of -pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the corresponding Purchaser Benefit Plan. Notwithstanding the foregoing provisions of this Section 11.4, service and other amounts shall not be credited to Transferred Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in duplication of benefits. (b) Effective as of the Closing Date (or, to the extent applicable to an Employee, effective as of the Subsequent Transfer Date) or as soon as practicable thereafter, and subject to the other provisions of this Article 11, the Purchaser shall (or cause the U.S. Purchaser Designee to) establish or designate a defined contribution plan (as defined in section 3(34) of ERISA) ("Purchaser's 401(k) Plan") for the benefit of Transferred Employees who, as of the Closing Date (or, if applicable, the Subsequent Transfer Date), had account balances under the Seller's 401(k) Plan or the Seller's ESOP. On or as soon as practicable after the Closing Date (or, if applicable to an Employee, the Subsequent Transfer Date), the assets of the Seller's 401(k) Plan and the Seller's ESOP attributable to the accrued benefits of Transferred Employees shall be transferred in cash and promissory notes evidencing outstanding loans to Transferred Employees to the trustee of the Purchaser's 401(k)

Purchaser Plans. (a) Transferred Employees shall cease to participate in each As of the Seller Benefit Plans for periods after the Closing (or, if applicable with respect to an Employee, the Subsequent Transfer Date). For periods after the Closing (or, if applicable with respect to an Employee, the Subsequent Transfer Date), each Transferred Employee shall cease to be eligible, subject to covered by the provisions of this Article 11, to participate in the Purchaser Benefit Plans which, for the period from the Closing Date until December 31, 2005, shall provide benefits which are substantially comparable in the aggregate to the benefits provided under the corresponding Seller Benefit Plans and shall be covered under the employee benefit plans of Purchaser providing benefits to Transferred Employees (the “Purchaser Plans”). For purposes of eligibility, vesting and vacation and paid leave entitlement (but not benefit accrual) under the Purchaser Plans, Purchaser shall use commercially reasonable efforts to credit each Transferred Employee with his or her years of service with Sellers and any predecessor entities, to the same extent as in effect such Transferred Employee was entitled immediately prior to the Closing; provided, however, that neither Purchaser nor any Purchaser Designee shall be Closing to credit for such service under any obligation to provide benefits that are comparable or similar to those benefits provided to Seller Benefit Plan. The Purchaser Plans shall not deny Transferred Employees through coverage on the basis of pre-existing conditions and shall credit such Transferred Employees for any Excluded Seller Plans prior deductibles and out-of-pocket expenses which had been paid with respect to the Seller Benefit Plans during the same year as the Transferred Employees commenced initial participation in the Purchaser Plans. As soon as practicable on or after the Closing (orDate, if applicable, the Subsequent Transfer Date). Without limiting the generality Purchaser shall cause a Purchaser Plan that is intended to qualify under Sections 401(a) and 401(k) of the foregoing, Code to the extent applicable, accept rollovers of account balances of Transferred Employees (including rollovers of loan balances and their eligible dependentsany related promissory notes) shall be given credit for their service with from the Seller and its Affiliates for all purposes (other than benefit accrual under a defined benefit pension plan) to the extent such service was taken into account under a corresponding Seller Benefit Plan that is intended to qualify under Sections 401(a) and for purposes of satisfying any waiting periods and evidence of insurability requirements, shall be covered under any Purchaser Benefit Plan which is a welfare benefit plan without application of pre -existing condition limitations and shall be given credit for amounts paid under a corresponding Seller Benefit Plan during the same period for purposes of applying deductibles, copayments and out -of -pocket maximums as though such amounts had been paid in accordance with the terms and conditions 401(k) of the corresponding Purchaser Benefit PlanCode. Notwithstanding the foregoing provisions of this Section 11.4, service Sellers and other amounts shall not be credited to Transferred Employees (or their eligible dependents) to the extent the crediting of such service or other amounts would result in duplication of benefits. (b) Effective as of the Closing Date (or, to the extent applicable to an Employee, effective as of the Subsequent Transfer Date) or as soon as practicable thereafter, and subject to the other provisions of this Article 11, the Purchaser shall (reasonably cooperate and share such information and take such actions as necessary or cause the U.S. Purchaser Designee to) establish or designate a defined contribution plan (as defined in section 3(34) of ERISA) ("Purchaser's 401(k) Plan") for the benefit of Transferred Employees who, as of the Closing Date (or, if applicable, the Subsequent Transfer Date), had account balances under the Seller's 401(k) Plan or the Seller's ESOP. On or as soon as practicable after the Closing Date (or, if applicable appropriate to an Employee, the Subsequent Transfer Date), the assets of the Seller's 401(k) Plan and the Seller's ESOP attributable to the accrued benefits of Transferred Employees shall be transferred in cash and promissory notes evidencing outstanding loans to Transferred Employees to the trustee of the Purchaser's 401(k)effectuate such rollovers.