Common use of Service Credit Clause in Contracts

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they 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 health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing 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 his or her 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 Employee Benefit Plan prior to the Closing.

Service Credit. To With respect to benefits accruing during the extent that any CBA Term, Buyer shall recognize and apply each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service ofwith Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or recognized with respect toplans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that Employee Benefits Plans of Buyer to the extent such service for benefit accruals purposes employee is vested under the Rexam Pension Plan shall be recognized for purposes Employee Benefits Plans of early retirement subsidies in accordance with Schedule 5.1(h)Seller (or its applicable Affiliates) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) toprovided that all vacation, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees personal and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a sick days accrued by each Transferred Employee as of the Closing under the analogous Employee Benefit Planplans, policies, programs and arrangements of Seller (iior its applicable Affiliates) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the calendar year prior to employment on or before the Closing in satisfying Date of any deductiblesTransferred Employee, co-payments or out-of-pocket maximums under health plans the cessation of Purchaser any Scheduled Employee’s employment on or any of its Affiliates in which they are eligible to participate after before the Closing in the same plan year in which such deductiblesDate, 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 his or her 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 Employee Benefit Plan prior to the Closing.including

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including For purposes of determining eligibility, vesting, service-related level of benefits participation and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit and compensation plans and policies provided maintained by Purchaser to such Transferred Employee Buyer and/or its Affiliates (including, following the Closing, the Company or its Subsidiaries) providing benefits to Continuing Employees after the Closing Date (collectively, “Buyer Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its Affiliates (and any predecessor entities thereto) before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service was recognized by Sellerunder any similar Employee Benefit Plans, Rexam or any of their respective Affiliates, as applicable, immediately prior except to the Closingextent such credit would result in a duplication of benefits. Purchaser shallIn addition, or shall cause its Affiliates (including and without limiting the Purchased Entities) to, generality of the foregoing: (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may each Continuing Employee shall be immediately eligible to participate following the Closingparticipate, without any waiting time, in any and all Buyer Benefit Plans; (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Buyer and its Affiliates shall cause all pre-existing condition exclusions and actively-at-work requirements of such Buyer Benefit Plan to be waived for such Continuing Employee and his or her covered dependents; and (iii) Buyer and its Affiliates shall cause any co-payments, deductibles and other than any limitations that were in effect eligible expenses incurred by such Continuing Employee and his or her covered dependents with respect to a Transferred any Employee as Benefit Plan during the portion of the plan year ending on the Closing Date to be taken into account under the analogous Employee comparable Buyer Benefit Plan, (ii) honor any Plan for purposes of satisfying all deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they 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 health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing 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 requirements applicable to a Transferred such Continuing Employee and his or her eligible covered dependents on or after for the Closing, applicable plan year as if such amounts had been paid in each case accordance with such Buyer Benefit Plan. Notwithstanding anything to the extent such Transferred Employee contrary in this Section 8.02, Buyer and Seller acknowledge and agree that this Section 8.02 shall not (x) create any right in any Person to continued employment with the Company or eligible dependent had satisfied (y) constitute an amendment of any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingPlan.

Service Credit. To Following the Effective Time, solely to the extent that any Transferred Employee’s acquired rights Continuing Employees (as defined below) are not already protected by the Transfer Regulations or other applicable Lawcovered under Parent Benefit Plans (as defined below), Purchaser shall, and shall cause its Affiliates to, recognize the Parent will use all reasonable efforts to give each Continuing Employee credit for prior service of, with the Company or recognized with respect to, each Transferred its Subsidiaries for purposes of (i) eligibility and vesting under any applicable Parent benefit plan or written policy or arrangement (“Parent Benefit Plan”) in which such Continuing Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level becomes eligible to participate at or following the Effective Time and (ii) determination of benefits levels under any vacation or severance Parent Benefit Plan in which such Continuing Employee becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and benefit accrual (except for ii) above, if the Company or any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension of its Subsidiaries maintains a comparable Company Employee Plan, provided service shall be credited solely to the extent that such service was or would have been credited for benefit accruals such purposes under such comparable plans and no such crediting will be required to the Rexam Pension Plan extent it results in the duplication of benefits, or under any bonus or other incentive compensation, or sabbatical or similar plan, program, agreement or arrangement. Solely to the extent that Continuing Employees are covered under Parent Benefit Plans, Parent shall be recognized for purposes give credit under those of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee its applicable Parent Benefit Plans that are welfare benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Continuing Employees may be become eligible to participate at or following the ClosingEffective Time, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, for all co-payment payments made, amounts credited toward deductibles and out-of-pocket maximums incurred maximums, and time accrued against applicable waiting periods, by the Transferred Continuing Employees and (including their eligible dependents dependents), in respect of the plan year in which the Effective Time occurs, and Parent shall waive all requirements for evidence of insurability and pre-existing conditions otherwise applicable to the Continuing Employees under the health plans Parent Benefit Plans in which they participated the Continuing Employees become eligible to participate at or following the Effective Time, but if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, solely to the extent such requirements and conditions were not applicable to the particular Continuing Employee under a comparable Company Employee Plan. For purposes of this Agreement, “Continuing Employees” shall mean those employees of Parent and employees of the Surviving Corporation as of the Effective Time who shall have been employees of the Company 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 health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing 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 his or her 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 Employee Benefit Plan prior to the ClosingEffective Time.

Service Credit. To Effective from and after the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable LawClosing Date, Purchaser shallexcept as provided in this Section 9.03(b), and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause an applicable Purchaser Affiliate to, credit each Transferred Employee for all service with Seller (and any of its Affiliates and their respective predecessors), to the extent Seller, immediately prior to the Transition Date, credits such service prior to the Transition Date, for purposes of eligibility, vesting and determination of the amount and level of benefits under all of the Purchaser Benefit Plans (including except for purposes of benefit accruals under any defined benefit pension plans and further excluding any sabbatical or employee recognition program) and each other compensation and benefit plan, program, policy or arrangement of any of the Purchased Entities) toPurchaser or in which similarly situated employees of any of Purchaser or its Affiliates participate; provided, however, that such service will not be recognized to the extent such recognition of credit would result in duplication of benefits with respect to the same period of service or such service is not recognized under the corresponding Seller Benefit Plan. Purchaser will, and will cause its Affiliates to (i) waive cause any preexisting and all pre-existing condition limitations otherwise applicable limitations, eligibility waiting periods and evidence of insurability requirements to be waived under the Purchaser Benefit Plans for Transferred Employees (and their eligible dependents dependents) to the extent such conditions and exclusions were satisfied or did not apply to such individuals under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the corresponding Seller Benefit Plan prior to the Transition Date, and (ii) provide full credit to the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Purchaser Benefit Plan, (ii) honor Plans for any deductible, co-payment payments, deductibles, and out-of-pocket maximums incurred by other expenditures made prior to the Transferred Employees and their eligible dependents under the health plans Transition Date in a corresponding Seller Benefit Plan in [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. which they participated immediately prior to the Closing Transition Date during the portion of the calendar year prior to before the Closing Transition Date in satisfying any deductiblesdeductible requirement, co-payments or out-of-pocket maximums maximum or similar terms under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which Purchaser Benefit Plans, provided that such deductibles, co-payments or out-of-pocket maximums were incurred payment, deductible, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be other expenditure information is timely furnished by the applicable to a Transferred Employee and his or her 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 Employee Seller Benefit Plan prior to the ClosingPlan.

Service Credit. To Following the extent that Pre-Closing Period, the Buyer will give each employee of the Buyer or the Company or their respective Subsidiaries who shall have been an employee of the Company or any Transferred Employee’s acquired rights are not already protected by of its Subsidiaries immediately prior to the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize end of the Pre-Closing Period ("Continuing Employees") full credit for prior service of, with the Company or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized its Subsidiaries for purposes of early retirement subsidies (a) eligibility and vesting under any Buyer Employee Plans (but not for purposes of (i) benefit accrual or benefit amounts under any defined benefit pension plan, (ii) vesting of any Buyer stock option or other equity incentive granted after the Pre-Closing Period, or (iii) to the extent any such recognition would result in accordance with Schedule 5.1(hthe duplication of benefits), (b) determination of benefit levels under any Buyer Employee Plan or policy relating to vacation or severance and (c) determination of "retiree" status under any Buyer Employee Plan, in each case for which the employee benefit plans Continuing Employee is otherwise eligible and policies provided by Purchaser in which the Continuing Employee is offered participation, but except where such credit would result in a duplication of benefits. In addition, the Buyer shall waive, or cause to such Transferred Employee following the Closingbe waived, any limitations on benefits relating to pre-existing conditions to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents are waived under any comparable plan of Purchaser or any Affiliate the Buyer and recognize for purposes of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment annual deductible and out-of-pocket maximums incurred by the Transferred Employees limits under its medical and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductiblesdental plans, co-payments or deductible and out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing expenses paid by Continuing Employees in the same plan calendar year in which such deductibles, cothe end of Pre-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 his or her 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 Employee Benefit Plan prior to the ClosingClosing Period occurs.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including For purposes of eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Planplans of the Purchaser providing benefits to Transferred Employees, provided that the Purchaser shall credit each such Transferred Employee with his or her years of service for benefit accruals purposes under credited by the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies Sellers or their Affiliates (in accordance with Schedule 5.1(h)) under the employee provisions of the Sellers’ or their Affiliates’ benefit plans and policies provided by Purchaser to such Transferred Employee following as they are in effect as of the Closingdate of this Agreement), to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated was entitled immediately prior to the Closing during the portion to credit for such service under any similar benefit plan of the calendar year Sellers or their Affiliates; provided, however, that the applicable Purchaser defined benefit plan shall provide that the Transferred Employee’s accrued benefit thereunder shall be offset or reduced by such Transferred Employee’s accrued benefit under the Huntsman Defined Benefit Pension Plan (including any credit under any applicable Chevron/Texaco pension benefit) and the Huntsman Local No. 436 G-U.S.W.A.I.U. Hourly Rated Employees’ Pension Plan (as applicable) as of the Closing Date; but in no event shall a Transferred Employee’s accrued benefit under the applicable Purchaser’s plan be less than the amount determined under such plan’s benefit formula without consideration of service credited by the Sellers and their Affiliates (in accordance with the provisions of the Sellers’ or their Affiliates’ benefit plans and policies as they are in effect as of the date of this Agreement) prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums Date and without reduction for the Transferred Employee’s accrued benefit under health the applicable Seller’s plan. The benefit plans of the Purchaser shall not deny Transferred Employees coverage or benefits on the basis of pre-existing conditions and shall credit such Transferred Employees for any deductibles and out of its Affiliates pocket expenses paid in which they are the year of initial participation in the benefit plans of the Purchaser, provided such Transferred Employees elect to participate in the benefit plans of the Purchaser when first eligible to participate do so. As soon as practicable, but in any event not later than 180 days after the Closing (and, with respect to any Transferred Employee who terminates employment with the Purchaser before such time, as soon as practicable following a request from the Purchaser), the Sellers shall provide the Purchaser with such information in the same plan year in which possession of the Sellers that the Purchaser may reasonably require to carry out its obligations under this Section 6.7(f), and shall otherwise cooperate with the Purchaser with respect to 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 his or her 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 Employee Benefit Plan prior to the Closingobligations.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including For purposes of determining eligibility, vesting, service-related level of benefits participation and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided compensation arrangements maintained by Purchaser to such Transferred Employee Buyer and/or its Affiliates (including, following the Closing, the Companies or their Subsidiaries) providing benefits to Continuing Employees after the Closing Date (collectively, “Buyer Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Companies and their Affiliates (and any predecessor entities thereto) before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service was recognized by Sellerunder any similar Employee Benefit Plans, Rexam or any of their respective Affiliates, as applicable, immediately prior to provided that the Closing. Purchaser shall, or foregoing shall cause its Affiliates (including the Purchased Entities) to, not apply (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan the extent its application would result in a duplication of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Planbenefits, (ii) honor with respect to benefit accruals under a defined benefit pension plan or retiree welfare benefit plan, or (iii) with respect to any deductibleBuyer Benefits Plan for which prior service is not taken into account for employees of Buyer. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all Buyer Benefit Plans; (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Buyer and its Affiliates shall use their commercially reasonable efforts to cause all pre-existing condition exclusions, actively-at-work requirements and insurability requirements of such Buyer Benefit Plan to be waived for such Continuing Employee and his or her covered dependents; and (iii) Buyer and its Affiliates shall use their commercially reasonable efforts to cause any co-payment payments, deductibles and out-of-pocket maximums or other eligible expenses incurred by such Continuing Employee and his or her covered dependents with respect to any Employee Benefit Plan during the Transferred Employees portion of the plan year that includes the Closing Date to be taken into account under the comparable Buyer Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year of each such Buyer Benefit Plan, as if such amounts had been paid in accordance with such Buyer Benefit Plan. Buyer shall, and shall cause the Companies and their eligible dependents Subsidiaries to, honor all vacation and paid time off days accrued by Continuing Employees under the health plans in which they participated plans, policies, programs and arrangements of the Companies and their Subsidiaries 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 health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing 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 his or her 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 Employee Benefit Plan prior to the ClosingDate.

Service Credit. To Parent and its subsidiaries and Affiliates (including, without limitation, the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, Surviving Corporation) shall recognize (and shall use commercially reasonable efforts to cause each benefit plan, program, practice, policy and arrangement maintained by Parent or any of its subsidiaries or Affiliates toafter the Closing and in which any Continuing Employee (or the spouse or any dependent of any Continuing Employee) participates or becomes eligible to participate (each, recognize the prior service ofa “Parent Benefit Plan”)) to recognize, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including purposes of determining eligibility, vesting, service-related level accrual of and entitlement to benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized but not for purposes of early retirement subsidies equity awards or accrual of benefits under any “defined benefit plan,” as defined in accordance Section 3(35) of ERISA), all service with Schedule 5.1(h)) under the employee benefit plans Company and policies provided by Purchaser to such Transferred Employee following the Closing, its Subsidiaries and ERISA Affiliates (and predecessor employers to the same extent such service was recognized by Seller, Rexam the Company or any of their respective its Subsidiaries or Affiliates, as applicableor the corresponding Employee Benefit Plan, immediately provides past service credit) prior to the ClosingEffective Time. Purchaser shallParent and its subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, or shall cause its Affiliates (including within the Purchased Entitiesmeaning of Section 3(1) toof ERISA, (ia) to waive any preexisting and all eligibility waiting periods, evidence of insurability requirements, pre-existing condition limitations otherwise applicable and exclusions, and other conditions with respect to Transferred the Continuing Employees and their eligible spouses and dependents under any plan to the maximum extent permitted by Applicable Law, and (b) to recognize for each Continuing Employee and his or her eligible spouse and dependents for purposes of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any applying annual deductible, co-payment and payment, out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents similar requirements under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying such Parent Benefit Plan any deductiblesdeductible, co-payments or payment, out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after expenses and similar payments made by the Closing 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 Continuing Employee and his or her eligible spouse and 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 a corresponding Employee Benefit Plan prior to during the Closingplan year of such Employee Benefit Plan in which occurs the later of the Effective Time and the date on which the Continuing Employee begins participation in such Parent Benefit Plan.

Service Credit. To From and after the extent that any Closing Date (or, if later, the applicable Transfer Date), with respect to each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates toshall (a) recognize, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, purposes (including eligibility, vesting, service-related level of benefits vesting and benefit accrual (except for any benefit accruals for U.S. union levels and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)accruals) under the employee benefit plans applicable plans, programs, policies, agreements and policies provided arrangements that are sponsored by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred established or maintained by the Transferred Employees and their eligible dependents under the health plans in which they 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 health plans of Purchaser or any of its Affiliates in which they are eligible to participate (including the Company Group) on or after the Closing in (“Purchaser Benefit Plans”), service with Seller and its Affiliates and predecessors earned prior to the same plan year in which Closing to the extent such service was recognized for such purposes under a corresponding Benefit Plan, (b) use commercially reasonable efforts to waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement under the applicable Purchaser Benefit Plans that provide health and other welfare benefits, except to the extent such pre‑existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (and was not otherwise satisfied by such Transferred Employee) under the corresponding Benefit Plan immediately prior to the Closing Date (or, if later, the applicable Transfer Date), and (c) use commercially reasonable efforts to provide full credit under the applicable Purchaser Benefit Plans that provide health benefits for any co-payments, deductibles, co-payments or out-of-pocket maximums were expenses or similar payments already made or incurred under a Benefit Plan by the Transferred Employee (and each eligible dependent of such Transferred Employee) immediately prior to the Closing Date (or, if later, the applicable Transfer Date) for the plan year in which the Closing Date (or, if later, the applicable Transfer Date) occurs; provided that, in the case of each of clauses (a) and (c), no Transferred Employee’s service shall be credited (i) for purposes of benefit accrual under any defined benefit pension plans or retiree medical plans covering the Transferred Employees or for purposes of vesting of equity-based incentive compensation awards, (ii) for purposes of plans that are frozen to new participants or (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee credit would result in any duplication of compensation or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closingbenefits.

Service Credit. To From and after the extent that any Closing and with respect to each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, Buyer and shall cause its Affiliates to, (including the Company) shall (a) recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(heligibility, vesting and benefit levels and accruals (but excluding accruals under a defined benefit pension plan and a retiree health or retiree life insurance plan)) , under the any “employee benefit plans plan,” as defined in Section 3(3) of ERISA or any plan, program, policy, agreement or arrangement that is sponsored or maintained by (or may be established or maintained by) Buyer or any of its Affiliates (including the Company) on or after the Closing Date (collectively, “Buyer Benefit Plans”), service with Seller and policies provided by Purchaser to such Transferred Employee following its Affiliates (including the ClosingCompany), as well as service with predecessor employers, earned prior to the same Closing Date to the extent such service was recognized by Seller, Rexam the Company or any of their respective Seller (or its Affiliates), as applicablethe case may be, prior to the Closing, (b) waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement with respect to participation and coverage of each Transferred Employee (and his or her eligible dependents) under all Buyer Benefit Plans that provide health and other welfare benefits, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (or his or her eligible dependents) under the corresponding Seller Benefit Plan or Assumed Benefit Plan, as the case may be, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates Closing Date and (including the Purchased Entitiesc) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents provide full credit under any plan of Purchaser or any Affiliate of Purchaser all Buyer Benefit Plans that provides provide health or life other welfare benefits in which for the Transferred Employees may be eligible to participate following the Closing, other than dollar amount of any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and payments, out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year prior to the Closing in satisfying any deductiblesexpenses, co-deductibles or similar payments or out-of-pocket maximums expenses made or incurred under health plans of Purchaser a Seller Benefit Plan or any of its Affiliates in which they are eligible Assumed Benefit Plan, as the case may be, with respect to participate after the Closing 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 each Transferred Employee (and his or her 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 Employee Benefit Plan dependents) prior to the ClosingClosing Date for the plan year in which the Closing occurs. For the avoidance of doubt, on and after the Closing Date, any claims for services made by Transferred Employees that are incurred (but not reported) prior to the Closing Date shall be submitted under the applicable group health Seller Benefit Plan and any costs and liabilities arising from or in connection with any such claims shall be an obligation of Seller.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser Buyer shall, and shall cause the Acquired Companies to grant all Employees credit under the plans and benefit programs of Buyer and its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual service prior to the Closing for all purposes (except for any other than benefit accruals for U.S. union and non-union hourly Transferred Employees under the any defined benefit Rexam Pension Plan, provided that such service plan or under any post-retirement health and welfare plan which provides for benefit accruals purposes under the Rexam Pension Plan shall be recognized employer contributions) for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent which such service was recognized by Sellerthe Acquired Companies, Rexam or any of their respective AffiliatesSellers, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser Sellers. In addition, Buyer shall, and shall cause the Acquired Companies to, waive any pre-existing condition exclusions and actively-at-work requirements and provide that provides health any expenses incurred on or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of before the Closing under the analogous Employee Benefit Plan, (ii) honor Date by any such individuals or their covered dependents shall be taken into account for purposes of satisfying applicable deductible, co-payment coinsurance and maximum out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they 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 provisions under health plans of Purchaser or any of its Affiliates in which they are eligible to participate covering such individuals after the Closing in the same plan year in which the Closing occurs to the extent such deductibleswaivers and credits are supported by adequate documentation provided to Buyer by Sellers or their Affiliates within 90 days after the Closing Date. Sellers and their Affiliates shall retain responsibility for all medical, co-payments vision, dental, life insurance, accident insurance and disability coverage claims incurred by the Employees as of the Closing Date to the extent covered under a plan sponsored or out-of-pocket maximums were maintained by a Seller or an Affiliate of a Seller. For purposes of the preceding sentence, a claim shall be deemed to have been incurred (i) for medical, vision, and dental coverage, on the date the service giving rise to the claim is performed, (ii) for life and accident insurance coverage, on the date of death or accident, and (iii) waive any waiting period limitation or evidence for disability coverage, on the date of insurability requirement disability. As of the Closing, each Employee will be immediately credited with a pro-rata share of personal time off under Buyer’s personal time off program and will receive a number of vacation days for the 2007 calendar year equal to the number of vacation days that would otherwise be applicable to a Transferred have been credited on January 1, 2007 under Buyer’s vacation policy less the number of days of paid time off that each such Employee has taken with Sellers and his or her eligible dependents on or their Affiliates during 2007. Sellers shall, as soon as practicable after the Closing, in provide Buyer with a list which sets forth the number of days of paid time off taken by each case to of the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingEmployees with Sellers and their Affiliates during 2007.

Service Credit. To With respect to benefits accruing during the extent that any CBA Term, Buyer shall recognize and apply each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service ofwith Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non-Represented Transferred Employees in Seller’s policies or recognized with respect toplans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that Employee Benefits Plans of Buyer to the extent such service for benefit accruals purposes employee is vested under the Rexam Pension Plan shall be recognized for purposes Employee Benefits Plans of early retirement subsidies in accordance with Schedule 5.1(h)Seller (or its applicable Affiliates) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) toprovided that all vacation, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees personal and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a sick days accrued by each Transferred Employee as of the Closing under the analogous Employee Benefit Planplans, policies, programs and arrangements of Seller (iior its applicable Affiliates) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the calendar year prior to employment on or before the Closing in satisfying Date of any deductiblesTransferred Employee, co-payments or out-of-pocket maximums under health plans the cessation of Purchaser any Scheduled Employee’s employment on or any of its Affiliates in which they are eligible to participate after before the Closing Date, including (i) all Liabilities under any Employee Benefit Plan maintained by Seller and any Liabilities resulting from any deficiency in the same plan year in which administration or funding of any such deductiblesplan, co-payments or out-of-pocket maximums were incurred (ii) all claims for health care and other welfare benefits, including any workers’ compensation claims, (iii) waive COBRA continuation coverage requirements, (iv) any waiting period limitation or evidence of insurability requirement that would otherwise be applicable and all Liabilities with respect to a any employees who are not Transferred Employee Employees, and his or her eligible dependents on or after (v) any and all Liabilities accruing from the Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the ClosingCBA MOA.

Service Credit. To the extent that any Transferred Employee’s acquired rights are not already protected by Effective as of the Transfer Regulations or other Time, Seller shall, subject to applicable Law, provide Purchaser shallwith the hire date, recognized credited service amount, seniority date, and shall cause its Affiliates toparticipation, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliatesvesting and, as applicable, immediately prior to the Closingbenefit accrual periods of service amounts for each Transferred Employee. Purchaser shallshall recognize the period of employment of each Transferred Employee with Seller or its Affiliates for purposes of determining any such Transferred Employee’s eligibility to participate in and vesting under any all plans or policies providing for fringe benefits (including vacation, paid holidays, personal leave, employee discounts, educational benefits or similar programs) and each other bonus, incentive compensation, profit sharing, stock, severance (including statutory payments), leaving service, retirement (pension and savings), health, life, disability, group insurance, employment, stock option, stock purchase, stock appreciation right, performance share, employee loan, supplemental unemployment, layoff, consulting, or any other similar plan, agreement, policy or understanding. Further, Purchaser shall (a) cause its Affiliates (including the Purchased Entities) to, (i) waive to be waived for any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents any applicable pre-existing condition limitations with respect to medical conditions under the applicable group health plans in which they participated immediately prior such individuals participate after the Transfer Time to the Closing during extent such limitations did not apply under the portion corresponding Seller Plan, and (b) credit the expenses of the calendar year prior to the Closing in satisfying any deductibles, co-payments such Transferred Employees that were credited toward deductibles or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same limits for Seller’s plan year in which such deductibles, co-payments up to the Transfer Time under the applicable Seller Plan against satisfaction of any deductibles or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation limits for Purchaser’s plan year from the Transfer Time under the Purchaser’s or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her 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 Employee Benefit Plan prior to the Closingits Affiliates’ employee benefit plan.

Service Credit. To From and after the extent that any Transferred Employee’s acquired rights are not already protected by Closing Date, the Transfer Regulations Company Employees shall be covered under all incentive, compensation and employee benefit plans, policies, agreements and arrangements as Buyer (or other applicable Lawthe Company or an Affiliate of Buyer, Purchaser shallas applicable) may make available in accordance with the requirements of Section 6.6(a) (the “Buyer Benefit Plans”). In connection with the employment of Company Employees pursuant to Section 6.6(a), and Buyer shall cause its the Company or one of Buyer’s Affiliates to, recognize that employs such Company Employees after the prior Closing (as the case may be) to provide each Company Employee with full service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser credit for Past Service for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees accruals, under the defined benefit Rexam Pension Plan, provided that Buyer Benefit Plans in which such service for benefit accruals purposes under Company Employee participates on or after the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, Closing Date to the same extent such service Company Employee’s Past Service was recognized by Sellerunder the corresponding plans, Rexam or any of their respective Affiliatespolicies, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees agreements and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits arrangements in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred such Company Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing during the portion of the calendar year Date; provided that no service credit for any periods prior to the Closing shall be required to be given for (i) benefit accrual purposes under any defined benefit pension plan, (ii) any purpose under a Buyer Qualified Retirement Plan, or (iii) any purposes under any post-termination of employment welfare benefits, and further provided that the Buyer will use commercially reasonable efforts to give service credit for disability coverage purposes. The Buyer will take such actions as are necessary to ensure that the Company Employees who are employed by the Company immediately prior to the Closing will have, immediately following the Closing, fully vested and nonforfeitable interests in satisfying their benefits accrued under Buyer Qualified Retirement Plans and will not be required to satisfy any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are service condition to be eligible to participate after in a Buyer Qualified Retirement Plan. Buyer and its Affiliates shall be solely responsible for all benefits accruing under the Closing 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 his or her 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 Employee Buyer Benefit Plan prior to the ClosingPlans.

Service Credit. To Effective from and after the extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable LawClosing Date, Purchaser shallexcept as provided in this Section 9.03(b), and shall cause its Affiliates to, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause an applicable Purchaser Affiliate to, credit each Transferred Employee for all service with Seller (and any of its Affiliates and their respective predecessors), to the extent Seller, immediately prior to the Transition Date, credits such service prior to the Transition Date, for purposes of eligibility, vesting and determination of the amount and level of benefits under all of the Purchaser Benefit Plans (including except for purposes of benefit accruals under any defined benefit pension plans and further excluding any sabbatical or employee recognition program) and each other compensation and benefit plan, program, policy or arrangement of any of the Purchased Entities) toPurchaser or in which similarly situated employees of any of Purchaser or its Affiliates participate; provided, however, that such service will not be recognized to the extent such recognition of credit would result in duplication of benefits with respect to the same period of service or such service is not recognized under the corresponding Seller Benefit Plan. Purchaser will, and will cause its Affiliates to (i) waive cause any preexisting and all pre-existing condition limitations otherwise applicable limitations, eligibility waiting periods and evidence of insurability requirements to be waived under the Purchaser Benefit Plans for Transferred Employees (and their eligible dependents dependents) to the extent such conditions and exclusions were satisfied or did not apply to such individuals under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the corresponding Seller Benefit Plan prior to the Transition Date, and (ii) provide full credit to the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Purchaser Benefit Plan, (ii) honor Plans for any deductible, co-payment payments, deductibles, and out-of-pocket maximums incurred by other expenditures made prior to the Transferred Employees and their eligible dependents under the health plans Transition Date in a corresponding Seller Benefit Plan in which they participated immediately prior to the Closing Transition Date during the portion of the calendar year prior to before the Closing Transition Date in satisfying any deductiblesdeductible requirement, co-payments or out-of-pocket maximums maximum or similar terms under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which Purchaser Benefit Plans, provided that such deductibles, co-payments or out-of-pocket maximums were incurred payment, deductible, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be other expenditure information is timely furnished by the applicable to a Transferred Employee and his or her 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 Employee Seller Benefit Plan prior to the ClosingPlan.

Service Credit. To From and after the extent that any Closing Date (or, if later, the applicable Transfer Date), with respect to each Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates toshall (a) recognize, recognize the prior service of, or recognized with respect to, each Transferred Employee as if such service had been performed with Purchaser for all purposes, purposes (including eligibility, vesting, service-related level of benefits vesting and benefit accrual (except for any benefit accruals for U.S. union levels and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)accruals) under the employee benefit plans applicable plans, programs, policies, agreements and policies provided arrangements that are sponsored by Purchaser to such Transferred Employee following the Closing, to the same extent such service was recognized by Seller, Rexam or any of their respective Affiliates, as applicable, immediately prior to the Closing. Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that provides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the analogous Employee Benefit Plan, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred established or maintained by the Transferred Employees and their eligible dependents under the health plans in which they 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 health plans of Purchaser or any of its Affiliates in which they are eligible to participate (including the Company Group) on or after the Closing in (“Purchaser Benefit Plans”), service with Seller and its Affiliates and predecessors earned prior to the same plan year in which Closing to the extent such service was recognized for such purposes under a corresponding Benefit Plan, (b) use commercially reasonable efforts to waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement under the applicable Purchaser Benefit Plans that provide health and other welfare benefits, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (and was not otherwise satisfied by such Transferred Employee) under the corresponding Benefit Plan immediately prior to the Closing Date (or, if later, the applicable Transfer Date), and (c) use commercially reasonable efforts to provide full credit under the applicable Purchaser Benefit Plans that provide health benefits for any co-payments, deductibles, co-payments or out-of-pocket maximums were expenses or similar payments already made or incurred under a Benefit Plan by the Transferred Employee (and each eligible dependent of such Transferred Employee) immediately prior to the Closing Date (or, if later, the applicable Transfer Date) for the plan year in which the Closing Date (or, if later, the applicable Transfer Date) occurs; provided that, in the case of each of clauses (a) and (c), no Transferred Employee’s service shall be credited (i) for purposes of benefit accrual under any defined benefit pension plans or retiree medical plans covering the Transferred Employees or for purposes of vesting of equity-based incentive compensation awards, (ii) for purposes of plans that are frozen to new participants or (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or after the Closing, in each case to the extent such Transferred Employee credit would result in any duplication of compensation or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Benefit Plan prior to the Closing.benefits. SECTION 10.06