Common use of Service Credit Clause in Contracts

Service Credit. Subject, and in addition, to the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, with respect to any “employee benefit plan” (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco or any of its Subsidiaries (“Newco Benefit Plans”) in which any Continuing Employee becomes a participant following the Applicable Transfer Time, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes, except for purposes of severance and paid time off), (i) each Continuing Aspen Employee’s service with Aspen and its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Aspen or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) from and after the Applicable Transfer Time, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) prior to the Applicable Transfer Time during the plan year in which Applicable Transfer Time occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the Newco Benefit Plans, to the extent recognized under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time.

Service Credit. SubjectAll service under any Company Plan that was recognized, accrued or credited under such Company Plan immediately preceding the Effective Time shall continue to be recognized, accrued or credited for all relevant purposes under such Company Plan as of and in additionat all times following the Effective Time. Subject to obligations under applicable law and applicable collective bargaining agreements, all employees of the Company and its Subsidiaries who were employees immediately prior to the Effective Time (the "Affected Employees") shall be given credit for all service with the Company or its Subsidiaries (and service credited by the Company or such Subsidiary), to the requirements imposed same extent as such service was credited for such purpose by Applicable Law the Company or such Subsidiary, under (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, with respect to any “a) all employee benefit plan” plans, programs and policies, and fringe benefits of CEI or the Surviving Corporation (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco or any of its Subsidiaries (“Newco Benefit Plans”if any) in which any Continuing Employee becomes a participant following they first become participants on or after the Applicable Transfer Effective Time, for purposes of determining eligibility to participate, and vesting and level of benefits (but not for benefit accrual purposes, except purposes or eligibility for early retirement purposes under defined benefit pension plans and not to the extent crediting such service would result in duplication of benefits and (b) severance plans for purposes of calculating the amount of each Affected Employee's severance benefits. To the extent permissible under the terms thereof and paid time off)required by applicable law, CEI and the Surviving Corporation shall (i) each Continuing Aspen Employee’s service waive all limitations as to preexisting conditions exclusions and waiting periods with Aspen respect to participation and its Subsidiaries (as well as service with any predecessor employer, coverage requirements applicable to the extent recognized by Aspen or Affected Employees under any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans that such employees may be eligible to participate in which any Continuing Employee (and his or her eligible dependents participates) from and after the Applicable Transfer TimeClosing Date, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions other than limitations or exclusions, actively at work requirements waiting periods that are already in effect with respect to such employees and waiting periods, except to the extent that such items would have not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of the Closing Date under any welfare benefit plan maintained for the Affected Employees immediately prior to the Applicable Transfer TimeClosing Date, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all provide each Affected Employee with credit for any co-payments, payments and deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) paid prior to the Applicable Transfer Time during the plan year Closing Date in which Applicable Transfer Time occurs for purposes of satisfying any comparable applicable deductible and co-payment limitations and or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Newco Benefit Plans, Closing Date. Nothing in this Section shall be deemed to require the extent recognized under an analogous Aspen Benefit Plan (in employment of any Affected Employee to be continued for any particular period of time after the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer TimeClosing Date.

Service Credit. Subject, and in addition, to the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), from and after the Applicable Transfer TimeClosing, with respect to any “employee benefit plan” (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco or any of its Subsidiaries (“Newco Benefit Plans”) in which any Continuing Employee becomes a participant following the Applicable Transfer TimeClosing Date, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes, except for purposes of severance and paid time off), (i) each Continuing Aspen Employee’s service with Aspen and its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Aspen or any of its Subsidiaries prior to the Applicable Transfer TimeClosing) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx Emerson or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx Emerson or any of its Subsidiaries prior to the Applicable Transfer TimeClosing) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) from and after the Applicable Transfer TimeClosing, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer TimeClosing, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) prior to the Applicable Transfer Time Closing during the plan year in which Applicable Transfer Time Closing occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the Newco Benefit Plans, to the extent recognized under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer TimeClosing.

Service Credit. SubjectFor purposes of eligibility to participate and vesting (but not benefit accrual or level of benefits, and in addition, to the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, except with respect to vacation, severance and short-term disability benefits, or otherwise specifically provided below) under the Plans of Buyer and its Affiliates providing benefits to any Transferred Employee at any time after the Effective Time (the “employee benefit plan” (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco or any of its Subsidiaries (“Newco Benefit New Plans”), each Transferred Employee shall be credited with his or her years of service with Seller and its Affiliates (and any predecessors) before such employee’s Transfer Date, to a similar extent as such Transferred Employee was entitled, before the Effective Time to credit for such service under any comparable Seller Plan in which such Transferred Employee participated immediately before the Effective Time (such Seller Plans, collectively, the “Old Plans”), provided that, Buyer shall have the discretion to credit such service in a manner (i.e., on an hourly basis or elapsed time basis) applicable under the New Plans had such service been performed with Buyer or its Affiliates. In addition, and without limiting the generality of the foregoing, (a) each Transferred Employee shall be immediately eligible to participate, without any Continuing Employee becomes a participant following waiting time, in any and all New Plans to the Applicable Transfer Timeextent coverage under such New Plan replaces coverage under an Old Plan, commencing at or as soon as practicable, using reasonable best efforts, after the later of the Effective Time or the time that coverage under such Old Plan ceases (including under the Transition Services Agreement), and (b) for purposes of determining eligibility each New Plan providing medical, dental, pharmaceutical and/or vision benefits to participateany Transferred Employee, vesting Buyer shall (to the extent all information reasonably necessary to implement such actions has been received from Seller) cause all pre-existing condition exclusions and level actively-at-work requirements of benefits (but not such New Plan to be waived for benefit accrual purposes, except for purposes of severance such employee and paid time off), (i) each Continuing Aspen Employee’s service with Aspen and its Subsidiaries (as well as service with any predecessor employerhis or her covered dependents, to the extent recognized by Aspen such exclusions or any of its Subsidiaries prior to requirements were waived or satisfied under the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit corresponding Old Plan, respectively, and (B) to the extent that any eligible expenses incurred by such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (employee and his or her eligible covered dependents participates) from and after during the Applicable Transfer Time, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case portion of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) prior to the Applicable Transfer Time during the plan year of the Old Plan ending on the date such employee’s participation in which Applicable Transfer Time occurs the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying any comparable deductible all deductible, coinsurance and co-payment limitations and maximum out-of-pocket requirements under applicable to such employee and his or her covered dependents for the Newco Benefit Plans, to the extent recognized under an analogous Aspen Benefit Plan (applicable plan year as if such amounts had been paid in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Timeaccordance with such New Plan.

Service Credit. SubjectFollowing the Effective Time, the Buyer shall use its best reasonable efforts to give each employee of the Buyer or the Surviving Corporation or their respective Subsidiaries who shall have been an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”) full credit for prior service with the Company or its Subsidiaries for purposes of (a) eligibility and vesting under any Buyer Employee Plans (as defined below), and (b) determination of benefit levels under any Buyer Employee Plan or policy relating to vacation or severance, in each case for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, but except where such credit would result in a duplication of benefits or was not recognized immediately prior to the Effective Time for purposes of any comparable plan of the Company or any of its Subsidiaries. In addition, the Buyer shall use its best reasonable efforts to waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Company or any of its Subsidiaries and recognize for purposes of annual deductible and out-of-pocket limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs, to the requirements imposed by Applicable Law (including, in same extent such payments are recognized under any comparable plan of the case Company or any of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employeesits Subsidiaries. For purposes of this Agreement, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, with respect to term “Buyer Employee Plan” means any “employee pension benefit plan” (as defined under in Section 3(33(2) of ERISA), whether or not subject to any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) sponsored or maintained by Newco the Buyer for its employees or the employees of the Surviving Corporation. This Section 6.11 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement and nothing herein, expressed or implied, shall confer upon any current or former employee of the Company or any of its Subsidiaries (“Newco Benefit Plans”) in which Subsidiaries, any Continuing Employee becomes a participant following or other third party, any third party beneficiary rights or remedies (including, without limitation, any right to employment or continued employment for any specified period) of any nature or kind whatsoever, under or by reason of this Agreement. Nothing herein is intended to interfere with the Applicable Transfer Time, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes, except for purposes of severance and paid time off), (i) each Continuing Aspen EmployeeBuyer’s service with Aspen and its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Aspen or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) right from and after the Applicable Transfer TimeClosing Date to amend or terminate any Employee Benefit Plan, (i) Newco shall waiveincluding any Company Employee Plan or Buyer Benefit Plan, or shall cause its Subsidiaries to waive, the employment of any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) prior to the Applicable Transfer Time during the plan year in which Applicable Transfer Time occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the Newco Benefit Plans, to the extent recognized under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer TimeEmployee.

Service Credit. SubjectWith respect to each Transferred Employee, and in addition, to the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), effective from and after the Applicable Transfer TimeClosing, with respect Buyer shall, and shall cause its Affiliates to, (a) give each Transferred Employee full credit for all purposes (including for purposes of eligibility to participate, level of benefits, early retirement eligibility, early retirement subsidies and vesting) under any “employee benefit plan” plans, arrangements, collective agreements and employment-related entitlements (as defined including under Section 3(3any applicable pension, 401(k), savings, medical, dental, life insurance, vacation, long-service leave or other leave entitlements, post-retirement health and life insurance, termination indemnity, severance or separation pay plans) of ERISAprovided, whether sponsored, maintained or not subject contributed to ERISA) maintained by Newco Buyer or any of its Subsidiaries (“Newco Benefit Plans”) in which any Continuing Employee becomes a participant following the Applicable Transfer Time, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes, except for purposes of severance and paid time off), (i) each Continuing Aspen such Transferred Employee’s service with Aspen Seller and its Subsidiaries (as well as service Subsidiaries, and with any predecessor employer, to the same extent recognized by Aspen or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco Seller and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) from and after the Applicable Transfer Time, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer TimeClosing Date, except to the extent such credit would result in the duplication of benefits for the same period of service, (b) waive for each Transferred Employee and his or her dependents, any waiting period provision, payment requirement to avoid a waiting period, pre-existing condition limitation, actively-at-work requirement and any other restriction that would prevent immediate or full participation under the health and welfare plans of Buyer or any of its Subsidiaries applicable to such Transferred Employee to the extent such waiting period, pre-existing condition limitation, actively-at-work requirement or other restriction would not have been applicable to such Transferred Employee under the terms of the corresponding health and welfare plans of Seller and its Subsidiaries, and (iic) Newco shall recognize, or shall cause give full credit under the health and welfare plans of Buyer and its Subsidiaries applicable to recognize, each Transferred Employee and his or her dependents for all co-payments, deductibles and similar expenses payments made or incurred by a Transferred Employee prior to the Closing in the same plan year as the Closing, and for any lifetime maximums or out-of-pocket maximums, in each of clauses (b) and (c), as if there had been a 66 single continuous employer. Buyer’s obligations under this Section 7.06 regarding service crediting the crediting of deductible, co-payment and out-of-pocket maximums incurred by each Continuing Employee amounts are contingent on Buyer’s receipt from Seller or otherwise all information reasonably necessary to implement such Buyer obligations within fifteen (and his or her eligible dependents15) prior to the Applicable Transfer Time during the plan year in which Applicable Transfer Time occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the Newco Benefit Plans, to the extent recognized under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Timedays following Closing.

Service Credit. Subject, and in addition, to the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, with respect to any “employee benefit plan” (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco or any of its Subsidiaries (“Newco Benefit Plans”) in which any Continuing Employee becomes a participant following the Applicable Transfer Time, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes, except for purposes of severance and paid time off), (i) each Continuing Aspen Employee’s service with Aspen and its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Aspen or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare employee benefit plans sponsored by the Company or any Subsidiary thereof, or Buyer or any Subsidiary thereof, in which any Continuing a JV Employee (and his becomes eligible to participate on or her eligible dependents participates) from and after the Applicable Transfer TimeClosing (the “New Plans”), the Company, Buyer or the applicable Subsidiary, shall: (i) Newco shall waive, waive or shall cause its Subsidiaries insurance carriers to waivewaive all pre-existing conditions, any preexisting conditions limitations or exclusions, actively at work eligibility waiting periods and requirements to show evidence of good health with respect to participation and waiting periodscoverage requirements applicable to the JV Employees and their eligible dependents, except to the extent that such items pre-existing conditions, exclusions, eligibility waiting periods or requirements to show evidence of good health would not have been satisfied apply under (A) with respect to Carrier Transferred Employees, the analogous Seller Plan or waived under an (B) with respect to Comfort Employees, the analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees)Buyer Plan, as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by provide each Continuing JV Employee (and his or her eligible dependents) dependents with credit for any co-payments and deductibles paid prior to the Applicable Transfer Time during Closing under (A) with respect to Carrier Transferred Employees, any Seller Plan (to the plan year same extent that such credit was given under such Seller Plan prior to the Closing) or (B) with respect to Comfort Employees, any Buyer Plan (to the same extent that such credit was given under such Buyer Plan prior to the Closing), in which Applicable Transfer Time occurs for purposes of satisfying any comparable applicable deductible and co-payment limitations and or out-of-pocket requirements under for the Newco Benefit Plansplan year in which such JV Employee first participates in any such New Plan, and (iii) recognize all service of the JV Employees with (A) with respect to Carrier Transferred Employees, Seller and its Affiliates or (B) with respect to Comfort Employees, Buyer and its Affiliates, prior to the Closing, and their respective predecessors, for all purposes, to the extent recognized applicable under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees)New Plan, as applicable, as of immediately prior except to the Applicable Transfer Timeextent that such crediting of service would result in duplication of benefits and provided that no prior service shall be required to be recognized for purposes of benefit accrual under any defined benefit plan. Seller agrees that for purposes of Seller Plans that are tax-qualified retirement plans or equity compensation plans, service with Buyer, the Company, and their respective Subsidiaries following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Seller. Buyer agrees that for purposes of Buyer Plans that are tax-qualified retirement plans or equity compensation plans, service with Buyer, the Company, and their respective Subsidiaries following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Buyer.

Service Credit. Subject, and For purposes of participation of Continuing Non-Union Employees in addition, to the requirements imposed by Applicable Law (including, in the case benefit plans of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, with respect to any “employee benefit plan” (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco Purchaser or any of its Subsidiaries Affiliates (including Members of the Service Solutions Group after the Closing) (each, a “Newco Purchaser Benefit PlansPlan”) in ), each Continuing Non-Union Employee shall be credited with all years of service for which such Continuing Non-Union Employee was credited before the Closing Date under any Continuing Employee becomes a participant following the Applicable Transfer Time, comparable Benefit Plan (which credit shall apply for all purposes of determining eligibility to participate, vesting and level of benefits (but not for other than benefit accrual purposes, except for purposes of severance and paid time offunder any defined benefit pension plan), (i) each Continuing Aspen Employee’s service with Aspen and its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Aspen or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) from and after the Applicable Transfer Time, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items credit would not have been satisfied or waived under an analogous Aspen result in a duplication of benefits for the same period of service. In addition, and without limiting the generality of the foregoing: (a) each Continuing Non-Union Employee shall be immediately eligible to participate, without any waiting time, in Purchaser Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior Plans to the Applicable Transfer Timeextent that coverage under such plans replaces coverage under comparable Benefit Plans in which such Continuing Non-Union Employee participated, and (iib) Newco shall recognizefor purposes of each Purchaser Benefit Plan providing medical, or dental, pharmaceutical and/or vision benefits to any Continuing Non-Union Employees, Purchaser shall cause its Subsidiaries all pre-existing condition exclusions and actively-at-work requirements of such Purchaser Benefit Plan to recognize, all cobe waived for such Continuing Non-payments, deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Union Employee (and his or her covered dependents, and Purchaser shall cause any eligible dependents) prior to expenses incurred by such Continuing Non-Union Employee and his or her covered dependents during the Applicable Transfer Time during portion of the plan year of the Benefit Plan ending on the date such Continuing Non-Union Employee’s participation in which Applicable Transfer Time occurs the corresponding Purchaser Benefit Plan begins to be taken into account under such Purchaser Benefit Plan for purposes of satisfying any comparable deductible all deductible, coinsurance and co-payment limitations and maximum out-of-pocket requirements applicable to such Continuing Non-Union Employee and his or her covered dependents for the applicable plan year under the Newco Benefit Plans, to the extent recognized under an analogous Aspen Purchaser Benefit Plan (as if such amounts had been paid in the case of Continuing Aspen Employees) or Echo Business accordance with such Purchaser Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer TimePlan.

Service Credit. Subject, and in addition, to Following the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business EmployeesEffective Time, the Automatic Transfer Regulations), from and after Buyer will give each employee of the Applicable Transfer Time, with respect to any “Buyer or the Surviving Corporation or their respective Subsidiaries who shall have been an employee benefit plan” (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco the Company or any of its Subsidiaries immediately prior to the Effective Time (“Newco Benefit Plans”"Continuing Employees") in which any Continuing Employee becomes a participant following full credit for prior service with the Applicable Transfer Time, Company or its Subsidiaries for purposes of determining (a) eligibility to participate, and vesting and level of benefits under any Buyer Employee Plans (but not for benefit accrual purposes, except for purposes of severance and paid time offas defined below), (ib) each Continuing Aspen Employee’s service with Aspen and its Subsidiaries (as well as service with determination of benefit levels under any predecessor employer, Buyer Employee Plan or policy relating to the extent recognized by Aspen vacation or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries severance and (iic) each Continuing Echo Business Employee’s service with Xxxxxxx or determination of "retiree" status under any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its SubsidiariesBuyer Employee Plan, in each case (A) for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, but except where such credit would result in a duplication of benefits, in any case to the same extent recognized by the Company under comparable Company plans; provided, however, that Buyer shall not be treated as failing to satisfy its obligations under this Section 6.8 to the extent Buyer provides continuity of benefits for the Retained Employees by continuing one or more Employee Benefit Plans maintained by the Company or its Subsidiaries in lieu of providing employee benefits under any corresponding Buyer Employee Plan. In addition, the Buyer shall waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such service was recognized limitations are waived under an analogous Aspen Benefit Plan or Echo Business Benefit Planany comparable plan of the Buyer and, respectively, and (B) to the extent that such recognition would not result in any duplication administratively feasible, recognize for purposes of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) from and after the Applicable Transfer Time, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses annual deductible and out-of-pocket maximums incurred by each Continuing Employee (limits under its medical and his or her eligible dependents) prior to the Applicable Transfer Time during the plan year in which Applicable Transfer Time occurs for purposes of satisfying any comparable dental plans, deductible and co-payment limitations and out-of-pocket requirements expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. For purposes of this Agreement, the term "Buyer Employee Plan" means any "employee pension benefit plan" (as defined in Section 3(2) of ERISA), any "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), and any other written or oral plan, agreement or arrangement, including insurance coverage, severance benefits, disability benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation and all unexpired severance agreements, for the benefit of, or relating to, any current or former employee of the Buyer or any of its Subsidiaries or any entity which is a member of (A) a controlled group of corporations (as defined in Section 414(b) of the Code), (B) a group of trades or businesses under common control (as defined in Section 414(c) of the Newco Benefit PlansCode) or (C) an affiliated service group (as defined in Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included the Buyer or a Subsidiary of the Buyer. Nothing in this Section 6.8 shall be deemed to limit or otherwise affect the extent recognized under an analogous Aspen right of the Buyer and its Subsidiaries and Affiliates to terminate the employment or change the place of work, responsibilities, status or description of any employee or group of employees of the Company or any of its Subsidiaries, or to continue, maintain or terminate any existing Employee Benefit Plan (in of the case Company or its Subsidiaries. For purposes of Continuing Aspen this Section 6.8, "Retained Employees) " means individuals who were employees of the Company or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of its Subsidiaries immediately prior to the Applicable Transfer TimeClosing and who remain employed by the Company or its Subsidiaries, or become employed by Buyer or any of its Subsidiaries or Affiliates, immediately after the Closing.

Service Credit. Subject, and in addition, to the requirements imposed by Applicable Law (including, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employees, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, with With respect to any “employee benefit plan” (as defined under Section 3(3) of ERISAplans sponsored by CE Leasing, whether or not subject to ERISA) maintained by Newco Watsco or any of its Subsidiaries Subsidiary thereof, in which a Transferred Employee becomes eligible to participate on or after the Closing, if not already participating in such plans (the “Newco Benefit New Plans”) in which any Continuing Employee becomes a participant following the Applicable Transfer Time, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes, except for purposes of severance and paid time off), (i) each Continuing Aspen Employee’s service with Aspen Watsco or the applicable Subsidiary shall, and its Subsidiaries (as well as service with any predecessor employerCarrier and Watsco shall cause CE Leasing, to the extent recognized practicable and permitted by Aspen or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employerLaw, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit Plan, respectively, and (B) to the extent that such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (and his or her eligible dependents participates) from and after the Applicable Transfer Time, to: (i) Newco shall waive, waive or shall cause its Subsidiaries insurance carriers to waivewaive all pre-existing conditions, any preexisting conditions limitations or exclusions, actively at work eligibility waiting periods and requirements to show evidence of good health with respect to participation and waiting periodscoverage requirements applicable to the Transferred Employees and their eligible dependents, except to the extent that such items pre-existing conditions, exclusions, eligibility waiting periods or requirements to show evidence of good health would not have been satisfied apply under (A) with respect to Northeast Business Transferred Employees, the analogous Carrier Plan or waived under an (B) with respect to Homans Business Transferred Employees, the analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees)Watsco Plan, as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by provide each Continuing Transferred Employee (and his or her eligible dependents) dependents with credit for any deductibles paid prior to the Applicable Transfer Time during Closing under (A) with respect to Northeast Business Transferred Employees, any Carrier Plan (to the plan year same extent that such credit was given under such Carrier Plan prior to the Closing) or (B) with respect to Homans Business Transferred Employees, any Watsco Plan (to the same extent that such credit was given under such Watsco Plan prior to the Closing), in which Applicable Transfer Time occurs for purposes of satisfying any comparable applicable deductible and co-payment limitations and or out-of-pocket requirements under for the Newco Benefit Plansplan year in which such Transferred Employee first participates in any such New Plan, and (iii) recognize all service of the Transferred Employees with (A) with respect to Northeast Business Transferred Employees, Carrier and its Affiliates or (B) with respect to Homans Business Transferred Employees, Watsco and its Affiliates, prior to the Closing, and their respective predecessors, for all purposes, to the extent recognized applicable under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees)New Plan, as applicable, as of immediately prior except to the Applicable Transfer Timeextent that such crediting of service would result in duplication of benefits and provided that no prior service shall be required to be recognized for purposes of benefit accrual under any defined benefit plan. Carrier agrees that for purposes of Carrier Plans that are tax-qualified retirement plans or equity compensation plans, service with CE Leasing following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Carrier. Watsco agrees that for purposes of Watsco Plans that are tax-qualified retirement plans or equity compensation plans, service with CE Leasing following the Closing shall be treated for purposes of vesting (but for no other purposes) as if it were service with Watsco.

Service Credit. SubjectFor all purposes under the employee benefit plans of BUYER and its affiliates providing benefits to any Transferred Employee at any time after the Closing Date (the “New Plans”), each Transferred Employee shall be credited with his or her years of service with SELLER and in additionits affiliates (and any predecessors) before the Closing Date, to the requirements imposed by Applicable Law same extent as such Transferred Employee was entitled, before the Closing Date, to credit for such service under any comparable Plan in which such Transferred Employee participated immediately before the Closing Date (includingsuch plans, in the case of Automatic Transfer Echo Business Employees and Deferred TSA Automatic Transfer Business Employeescollectively, the Automatic Transfer Regulations), from and after the Applicable Transfer Time, with respect to any “employee benefit plan” (as defined under Section 3(3) of ERISA, whether or not subject to ERISA) maintained by Newco or any of its Subsidiaries (“Newco Benefit Old Plans”) in which any Continuing Employee becomes a participant following the Applicable Transfer Time, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes), except for purposes of severance benefit accrual under any final average pay defined benefit pension plan and paid time off)(except with respect to Retiree Medical Credit Employees) for eligibility to receive post-retirement welfare benefits under any of the New Plans. In addition, and without limiting the generality of the foregoing: (i) each Continuing Aspen Transferred Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under an Old Plan; provided, however, that BUYER shall not be obligated to amend or otherwise modify the terms of any New Plans intended to be qualified under Section 401(a) of the Code to permit such immediate eligibility and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Employee’s service with Aspen , BUYER shall cause all pre-existing condition exclusions and its Subsidiaries (as well as service with any predecessor employeractively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, to the extent recognized by Aspen such exclusions or any of its Subsidiaries prior to requirements were waived under the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Benefit Plan or Echo Business Benefit corresponding Old Plan, respectively, and (B) to the extent that BUYER shall cause any eligible expenses incurred by such recognition would not result in any duplication of benefits. With respect to any Newco Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (employee and his or her eligible covered dependents participates) from and after during the Applicable Transfer Time, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case portion of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) prior to the Applicable Transfer Time during the plan year of the Old Plan ending on the date such employee’s participation in which Applicable Transfer Time occurs the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying any comparable deductible all deductible, coinsurance and co-payment limitations and maximum out-of-pocket requirements under applicable to such employee and his or her covered dependents for the Newco Benefit Plansapplicable plan year as if such amounts had been paid in accordance with such New Plan. No later than as soon as reasonably practicable following the Closing Date, SELLER shall provide the administrator of the relevant New Plans a complete and accurate listing of such expenses incurred by the Business Employees from January 1, 2006 (or, if earlier, the first day of the applicable plan year) through the date on which their participation in such New Plans commences (such listing to be updated periodically to reflect any such expenses reported following the extent recognized under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business EmployeesClosing Date), as applicable, as of immediately prior to the Applicable Transfer Time.

Service Credit. SubjectFollowing the Effective Time, the Buyer agrees to cause each employee of the Buyer or the Surviving Corporation or their respective Subsidiaries who shall have been an employee of the Company or any of its Subsidiaries immediately prior to the Effective Time (“Continuing Employees”) to be provided compensation (including wages and cash incentive opportunities) and employee benefits substantially no less favorable in additionthe aggregate than the compensation and employee benefits, respectively, to which similarly situated employees of the requirements imposed by Applicable Law Buyer are entitled. Following the Effective Time, the Buyer agrees to either (including, i) take all actions necessary or appropriate to permit the Continuing Employees to continue to participate in the case of Automatic Transfer Echo Business Company Employee Plans in which such Continuing Employees and Deferred TSA Automatic Transfer Business Employees, were participating prior to the Automatic Transfer RegulationsEffective Time or (ii) to the extent permitted under the Buyer Employee Plans (as defined below), from give each Continuing Employee the full credit for prior service with the Company or its Subsidiaries for purposes of (a) eligibility and after the Applicable Transfer Timevesting under any Buyer Employee Plans and (b) determination of benefit levels under any Buyer Employee Plan or policy relating to vacation or severance, but except where such credit would result in a duplication of benefits. In addition, with respect to any Buyer Employee Plans, the Buyer shall waive, or cause to be waived, any limitations on benefits relating to pre-existing conditions to the same extent such limitations are waived under any comparable plan of the Buyer and recognize for purposes of annual deductible and out of pocket limits under its medical and dental plans, deductible and out of pocket expenses paid by Continuing Employees in the calendar year in which the Effective Time occurs. For purposes of this Agreement, the term “Buyer Employee Plan” means any “employee pension benefit plan” (as defined under in Section 3(33(2) of ERISA), whether any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other written or not subject to ERISA) maintained by Newco oral plan, agreement or arrangement, including insurance coverage, severance benefits and disability benefits, for the benefit of, or relating to, any employee of the Buyer or any of its Subsidiaries or any entity which is a member of (“Newco Benefit Plans”A) a controlled group of corporations (as defined in which any Continuing Employee becomes a participant following Section 414(b) of the Applicable Transfer Time, for purposes of determining eligibility to participate, vesting and level of benefits (but not for benefit accrual purposes, except for purposes of severance and paid time offCode), (iB) each Continuing Aspen Employee’s service with Aspen and its Subsidiaries a group of trades or businesses under common control (as well defined in Section 414(c) of the Code) or (C) an affiliated service group (as service with any predecessor employerdefined in Section 414(m) of the Code or the regulations under Section 414(o) of the Code), to the extent recognized by Aspen or any of its Subsidiaries prior which includes or included the Buyer or a Subsidiary of the Buyer. The terms and provisions of this Section are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not the intention of the parties to the Applicable Transfer Time) confer third­party beneficiary rights, and this Section does not confer any such rights upon any Continuing Employee. Nothing herein shall be treated as service with Newco and its Subsidiaries and (ii) each Continuing Echo Business Employee’s service with Xxxxxxx or construed to constitute an amendment of any of its Subsidiaries (as well as service with any predecessor employer, to the extent recognized by Xxxxxxx or any of its Subsidiaries prior to the Applicable Transfer Time) shall be treated as service with Newco and its Subsidiaries, in each case (A) to the same extent such service was recognized under an analogous Aspen Company Benefit Plan or Echo Business Benefit Plan, respectively, Buyer Employee Plan and (B) shall not be construed to prohibit the extent that such recognition would not result in Company from amending or terminating any duplication of benefits. With respect to any Newco Employee Benefit Plans that are health or welfare benefit plans in which any Continuing Employee (accordance with the terms thereof and his or her eligible dependents participates) from and after the Applicable Transfer Time, (i) Newco shall waive, or shall cause its Subsidiaries to waive, any preexisting conditions limitations or exclusions, actively at work requirements and waiting periods, except to the extent that such items would not have been satisfied or waived under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Time, and (ii) Newco shall recognize, or shall cause its Subsidiaries to recognize, all co-payments, deductibles and similar expenses and out-of-pocket maximums incurred by each Continuing Employee (and his or her eligible dependents) prior to the Applicable Transfer Time during the plan year in which Applicable Transfer Time occurs for purposes of satisfying any comparable deductible and co-payment limitations and out-of-pocket requirements under the Newco Benefit Plans, to the extent recognized under an analogous Aspen Benefit Plan (in the case of Continuing Aspen Employees) or Echo Business Benefit Plan (in the case of Continuing Echo Business Employees), as applicable, as of immediately prior to the Applicable Transfer Timewith applicable law.