Common use of Service Recognition Clause in Contracts

Service Recognition. Except as provided below, (a) SpinCo shall give each SpinCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any SpinCo Benefit Plan for such SpinCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable RemainCo Benefit Plans immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan and a SpinCo Benefit Plan. Notwithstanding the foregoing, unless the Parties otherwise agree in writing, (a) if a RemainCo Participant becomes employed by a member of the SpinCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the RemainCo Group will not be recognized for any purpose under any SpinCo Benefit Plan, and (b) if a SpinCo Participant becomes employed by a member of the RemainCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized for purposes of Section 2.6 of this Agreement.

Service Recognition. Except Effective as provided belowof the Closing Date ITC shall, (a) SpinCo and shall cause each member of the ITC Group to, give each SpinCo Participant TransCo Employee full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals and benefit subsidies under any SpinCo ITC Benefit Plan Arrangement for such SpinCo Participant’s individuals’ service with any member of the Entergy Group or TransCo Group or any predecessor thereto prior to the Distribution Date Closing Date, to the same extent such service was recognized by the applicable RemainCo Entergy Benefit Plans Arrangement immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Closing Date; provided, howeverthat, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan benefits. In addition, and a SpinCo Benefit Plan. Notwithstanding without limiting the foregoing, unless generality of the Parties otherwise agree in writingforegoing provisions of this Section 2.4, (ai) if a RemainCo Participant becomes employed by a member ITC shall cause each TransCo Employee to be immediately eligible to participate, without any waiting time, in any and all ITC Benefit Arrangements to the extent coverage under the ITC Benefit Arrangement is comparable to an Entergy Benefit Arrangement in which the TransCo Employee participated immediately before the Closing Date and (ii) for purposes of the SpinCo Group after the Distribution Dateeach ITC Benefit Arrangement providing medical, thendental, pharmaceutical or vision benefits to any TransCo Employee, ITC shall cause all pre-existing condition exclusions and actively-at-work requirements of such ITC Benefit Arrangement to be waived for such employee and his or her covered dependents, except to the extent required by applicable law, such individual’s service with conditions would not have been waived under the RemainCo Group will not be recognized for any purpose under any SpinCo comparable Entergy Benefit PlanArrangement in which such employee participated immediately prior to the Closing Date, and (b) if a SpinCo Participant becomes employed ITC shall cause any eligible expenses incurred by a member such employee and his or her covered dependents during the portion of the RemainCo Group after plan year of the Distribution Date, then, except Entergy Benefit Arrangement ending on the date such employee’s participation in the corresponding ITC Benefit Arrangement begins to the extent required by applicable law, be taken into account under such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo ITC Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized Arrangement for purposes of Section 2.6 satisfying all deductible, coinsurance and maximum out-of this Agreementpocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the ITC Benefit Arrangement. At Closing and from time to time thereafter as is reasonably necessary, Entergy shall provide ITC with such Information as is necessary to make the proper calculations necessary to comply with the foregoing obligations.

Service Recognition. Except Effective as provided belowof the Effective Time PJT HoldCo shall, (a) SpinCo and shall cause each member of the PJT Group to, give each SpinCo Participant PJT Personnel full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals and benefit subsidies under any SpinCo PJT Benefit Plan Arrangement (other than under any equity-based plan or arrangements covering grants made after the Effective Time to the extent not otherwise expressly provided for herein or in any other agreement) for such SpinCo Participantindividual’s service with any member of the Blackstone Group or PJT Group or any predecessor thereto prior to the Distribution Date Closing Date, to the same extent permitted by Applicable Law and the terms of the applicable PJT Benefit Arrangements and to the same extent such service was recognized by the an applicable RemainCo similar Blackstone Benefit Plans Arrangement immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Closing Date; provided, howeverthat, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan benefits. In addition, and a SpinCo Benefit Plan. Notwithstanding without limiting the foregoing, unless generality of the Parties otherwise agree in writingforegoing provisions of this Section 2.4, (ai) if PJT HoldCo shall cause each PJT Personnel to be immediately eligible to participate, without any waiting time, in any and all PJT Benefit Arrangements to the extent coverage under the PJT Benefit Arrangement is comparable to a RemainCo Participant becomes employed by a member Blackstone Benefit Arrangement in which the PJT Personnel participated immediately before the Closing Date and (ii) for purposes of the SpinCo Group after the Distribution Dateeach PJT Benefit Arrangement providing medical, thendental, pharmaceutical or vision benefits to any PJT Personnel, PJT HoldCo shall cause all pre-existing condition exclusions and actively-at-work requirements of such PJT Benefit Arrangement to be waived for such employee and his or her covered dependents, except to the extent required by applicable law, such individual’s service with conditions would not have been waived under the RemainCo Group will not be recognized for any purpose under any SpinCo comparable Blackstone Benefit PlanArrangement in which such employee participated immediately prior to the Closing Date, and (b) if a SpinCo Participant becomes employed PJT HoldCo shall cause any eligible expenses incurred by a member such employee and his or her covered dependents during the portion of the RemainCo Group after plan year of the Distribution Date, then, except Blackstone Benefit Arrangement ending on the date such employee’s participation in the corresponding PJT Benefit Arrangement begins to the extent required by applicable law, be taken into account under such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo PJT Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized Arrangement for purposes of Section 2.6 satisfying all deductible, coinsurance and maximum out-of this Agreementpocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the PJT Benefit Arrangement.

Service Recognition. Except Effective as provided belowof the Effective Time, (a) SpinCo and in addition to any applicable obligations under the Transfer Regulations or other applicable Law, NetScout shall, and shall cause each member of the NetScout Group to, give each SpinCo Participant Newco Employee full credit for purposes of eligibility, vesting, and determination of level of benefits, and, to the extent applicable, benefit accruals benefits under any SpinCo NetScout Benefit Plan Arrangement for such SpinCo ParticipantNewco Employee’s service with any member of the Xxxxxxx Group or Newco Group or any predecessor thereto prior to the Distribution Date Effective Time, to the same extent such service was recognized by the applicable RemainCo Xxxxxxx Benefit Plans Arrangement immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution DateEffective Time; provided, howeverthat, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan benefits. In addition, and a SpinCo Benefit Plan. Notwithstanding without limiting the foregoing, unless generality of the Parties otherwise agree in writingforegoing provisions of this Section 2.4, (ai) if a RemainCo Participant becomes employed by a member of the SpinCo Group after the Distribution DateNetScout shall use reasonable efforts to cause each Newco Employee to be immediately eligible to participate, thenwithout any waiting time, except in any and all NetScout Benefit Arrangements to the extent required coverage under the NetScout Benefit Arrangement is provided by NetScout to similarly situated employees in the applicable lawjurisdiction as of the Effective Time, (ii) for purposes of each NetScout Benefit Arrangement that is a medical, dental or vision benefit plan, NetScout shall use reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such individual’s service with the RemainCo Group will not NetScout Benefit Arrangement to be recognized waived for any purpose under any SpinCo Benefit Plansuch employee and his or her covered dependents, and (biii) if a SpinCo Participant becomes employed NetScout shall use reasonable efforts to cause any eligible expenses incurred by a member such employee and his or her covered dependents during the portion of the RemainCo Group after plan year of the Distribution Date, then, except Xxxxxxx Benefit Arrangement ending on the date such employee’s participation in the corresponding NetScout Benefit Arrangement begins to the extent required by applicable law, be taken into account under such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo NetScout Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized Arrangement for purposes of Section 2.6 satisfying all deductible, coinsurance and maximum out-of this Agreementpocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the NetScout Benefit Arrangement.

Service Recognition. Except From and after the Effective Time, Verigy or Holdco, as provided belowapplicable, will, or will cause the Surviving Corporation to, recognize the prior service with LTX-Credence or its Subsidiaries of each employee of LTX-Credence or its Subsidiaries as of the Effective Time (athe “LTX-Credence Current Employees”) SpinCo shall give each SpinCo Participant full credit in connection with all employee benefit plans, programs or policies (including vacation) of Verigy or Holdco, as applicable, or its affiliates in which LTX-Credence Current Employees are eligible to participate following the Effective Time, for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any SpinCo Benefit Plan for such SpinCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable RemainCo Benefit Plans immediately prior to the Distribution Date, and eligibility (b) RemainCo shall give each RemainCo Participant full credit but not for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals or benefit amounts under any RemainCo Benefit Plan defined benefit pension plan or vesting of or eligibility for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Date; providedfuture equity based awards, however, that such service shall not be recognized or to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan benefits). From and a SpinCo Benefit Plan. Notwithstanding the foregoing, unless the Parties otherwise agree in writing, (a) if a RemainCo Participant becomes employed by a member of the SpinCo Group after the Distribution DateEffective Time, thenVerigy, except Holdco or the Surviving Corporation shall provide LTX-Credence Current Employees health and welfare benefits pursuant to employee benefit plans, programs, policies or arrangements maintained by Verigy, Holdco, the Surviving Corporation, or any Subsidiary of Verigy or Holdco that provide coverage and benefits which are no less favorable in the aggregate than those provided to employees of LTX-Credence immediately preceding the Effective Time, which comparable coverage shall continue until at least the earlier of December 31, 2011 or such time as the LTX-Credence Current Employees are provided with coverage and benefits which are no less favorable in the aggregate than those provided to persons with Verigy holding comparable positions. From and after the Effective Time, Verigy or Holdco, as applicable, will, or will cause the Surviving Corporation, to use commercially reasonable efforts to cause any pre-existing conditions or limitations and eligibility waiting periods (to the extent required by applicable lawthat such waiting periods would be inapplicable, such individual’s taking into account service with the RemainCo Group will not be recognized for any purpose LTX-Credence) under any SpinCo Benefit Plangroup health plans of Verigy, Holdco or its affiliates to be waived with respect to LTX-Credence Current Employees and (b) if a SpinCo Participant becomes employed by a member of the RemainCo Group after the Distribution Date, then, except their dependents to the extent required by applicable law, waived under the corresponding plan in which such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition LTX-Credence Current Employees participated immediately prior to the recognition of service required hereunderEffective Time or, but any such additional service shall not be recognized for purposes of Section 2.6 of this Agreementif more favorable, the plan in which they participate after the Effective Time.

Service Recognition. Except as provided below, (a) SpinCo shall give each SpinCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any SpinCo Benefit Plan for such SpinCo Participant’s service with any member of the RemainCo Group prior to the Distribution Date to the same extent such service was recognized by the applicable RemainCo Benefit Plans immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service with any member of the SpinCo Group prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan and a SpinCo Benefit Plan. Notwithstanding the foregoing, unless the Parties otherwise agree in writing, (a) if a RemainCo Participant becomes employed by a member of the SpinCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the RemainCo Group will not be recognized for any purpose under any SpinCo Benefit Plan, and (b) if a SpinCo Participant becomes employed by a member of the RemainCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized for purposes of Section 2.6 of this Agreement.

Service Recognition. Except as provided below, (a) SpinCo shall give each SpinCo Participant full credit for For purposes of eligibilityany Orion Benefit Plans providing benefits to any Transferring Employees after the Distribution Date, vestingthe Orion Group shall: (i) use commercially reasonable efforts to waive all pre-existing conditions, determination of level of benefitsexclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferring Employees and their eligible dependents under any Orion Benefit Plans in which such Transferring Employees may be eligible to participate after the Distribution Date, andexcept, with respect to pre-existing conditions or exclusions, to the extent such pre-existing conditions or exclusions would apply under the analogous VEREIT Benefit Plan or Realty Income Benefit Plan, as applicable; (ii) use commercially reasonable efforts to provide each Transferring Employee and their eligible dependents under any Orion Benefit Plan with credit for any co-payments and deductibles paid during the portion of the plan year of the corresponding VEREIT Benefit Plan or Realty Income Benefit Plan, as applicable, benefit accruals ending on the date such Transferring Employee’s participation in the Orion Benefit Plan begins (to the same extent that such credit was given under the analogous VEREIT Benefit Plan or Realty Income Benefit Plan, as applicable, prior to the date that the Transferring Employee first participates in the Orion Benefit Plan) in satisfying any applicable deductible or out-of-pocket requirements under the Orion Benefit Plan; and (iii) recognize all service of the Transferring Employees with VEREIT and its Subsidiaries (and any predecessors or affiliates thereof), for all purposes under any SpinCo Orion Benefit Plan for in which such SpinCo Participant’s service prior Transferring Employees may be eligible to participate after the Distribution Date to the same extent such service was recognized by taken into account under the applicable RemainCo analogous VEREIT Benefit Plans immediately Plan prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to date that the extent applicable, benefit accruals under any RemainCo Transferring Employee first participates in the Orion Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution DatePlan; provided, however, that such service the foregoing clause shall not be recognized apply (A) to the extent that such recognition it would result in the duplication of benefits under a RemainCo Benefit Plan and a SpinCo Benefit Plan. Notwithstanding the foregoingbenefits, unless the Parties otherwise agree in writing, or (aB) if a RemainCo Participant becomes employed by a member of the SpinCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the RemainCo Group will not be recognized for any purpose with respect to any defined benefit pension plan, postretirement welfare plan or any Orion Benefit Plan under any SpinCo Benefit Planwhich similarly situated employees do not receive credit for prior service or that is grandfathered or frozen, and (b) if a SpinCo Participant becomes employed by a member either with respect to level of the RemainCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo Benefit Plan. Nothing herein shall limit RemainCo benefits or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized for purposes of Section 2.6 of this Agreementparticipation.

Service Recognition. Except The Purchaser shall recognize and credit each Transferred Employee's full and partial years of service with any Selling Entity or any of their affiliates (as provided below, (arecognized under any Selling Entity's service crediting rules as in effect on the Closing Date) SpinCo shall give each SpinCo Participant full credit prior to the date the such employee becomes a Transferred Employee for purposes of eligibilityany waiting period, vesting, determination of level of benefitseligibility, and, to the extent applicable, participation or coverage requirement and benefit accruals entitlement (but excluding benefit accruals) under any SpinCo employee benefit plan and other fringe benefit (including vacation, severance and service awards) maintained by Purchaser or its Affiliates ("Purchaser Benefit Plan for Plan") in which such SpinCo Participant’s service prior employee participates and which is made available to such employees following the Distribution Closing Date to the same extent such service was recognized by the applicable RemainCo Benefit Plans immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution DatePurchaser or its Affiliates; provided, however, that with respect to any Purchaser Benefit Plan that is a defined benefit pension plan in which such Transferred Employee participates following the Closing Date, such service credit shall not be recognized equal the amount of vesting service credited in full years to the extent Transferred Employee under the AEGON USA, Inc. Pension Plan as of the date such employee becomes a Transferred Employee. In addition, the Purchaser shall waive any pre-existing condition exclusions, evidence of insurability provisions, waiting period requirements or any similar provision under any of the Purchaser Benefit Plans that such recognition would result are welfare plans (as defined in Section 3(1) of ERISA), provided that for elective benefits the Transferred Employee elects to enroll in the duplication of benefits plan on or before 31 days from the date such employee first becomes eligible to participate in the plan. Further, Transferred Employees shall be eligible to receive credit under a RemainCo the Purchaser Benefit Plan Plans for the 2003 calendar year towards any applicable deductibles and a SpinCo Benefit Planannual out-of-pocket limits for expenses incurred under the corresponding Selling Entity's medical plan during the 2003 calendar year but prior to the Closing Date. Notwithstanding the foregoingPurchaser shall credit each Transferred Employee with unused AEGON "Wellness Days" for U.S. employees, unless the Parties otherwise agree in writingvacation, (a) if a RemainCo Participant becomes employed by a member personal, holiday and sickness days for employees outside of the SpinCo Group after U.S., accrued in accordance with the Distribution Date, then, except vacation and personnel policies applicable to any such Transferred Employee prior to the extent required Closing, provided such amounts are properly reflected on the Adjusted Cut Off Date Pricing Schedule (other than with respect to U.S. and foreign employees, the AEGON "Wellness Days" and personal, holiday and sickness days). With respect to vacation, severance, service awards and other such benefits provided by applicable lawPurchaser or its Affiliates, such individual’s the seniority or period of service of each Transferred Employee shall include periods of service with the RemainCo Group will not be recognized for any purpose under any SpinCo Benefit Plan, Selling Entity (and (b) if a SpinCo Participant becomes employed by a member of the RemainCo Group after the Distribution Date, then, except to the extent required by applicable law, such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized for purposes of Section 2.6 of this Agreementpredecessor entities.)

Service Recognition. Except Effective as provided belowof the Closing Date, (a) SpinCo Acquiror shall, and shall cause each member of its Affiliates to, give each SpinCo Participant Transferred Employee full credit for purposes of eligibility, vesting, determination of level of benefits, andunder any employee benefit plans policies, to programs, or arrangements of the extent Acquiror or its Affiliates (each an “Acquiror Benefit Arrangement”) for such individuals’ service with the Company or Transferred Entities, as applicable, benefit accruals under or any SpinCo Benefit Plan for such SpinCo Participant’s service predecessor thereto prior to the Distribution Date Closing Date, to the same extent such service was recognized by the applicable RemainCo Benefit Plans Company Plan or Transferred Entity Plan, as the case may be, immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Closing Date; provided, howeverthat, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan benefits. In addition, and a SpinCo Benefit Plan. Notwithstanding without limiting the foregoing, unless generality of the Parties otherwise agree in writingforegoing provisions, (ai) if Acquiror shall cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all Acquiror Benefit Arrangements to the extent coverage under the Acquiror Benefit Arrangement is comparable to a RemainCo Participant becomes employed by a member Company Plan or Transferred Entity Plan, as the case may be, in which the Transferred Employee participated immediately before the Closing Date and (ii) for purposes of the SpinCo Group after the Distribution Dateeach Acquiror Benefit Arrangement providing medical, thendental, pharmaceutical or vision benefits to any Transferred Employee, Acquiror shall cause all pre-existing condition exclusions and actively-at-work requirements of such Acquiror Benefit Arrangement to be waived for such employee and his or her covered dependents, except to the extent required by applicable law, such individual’s service with conditions would not have been waived under the RemainCo Group will not be recognized for any purpose under any SpinCo Benefit comparable Company Plan or Transferred Entity Plan, as the case may be, in which such employee participated immediately prior to the Closing Date, and (b) if a SpinCo Participant becomes employed Acquiror shall cause any eligible expenses incurred by a member such employee and his or her covered dependents during the portion of the RemainCo Group after plan year of the Distribution DateCompany Plan or Transferred Entity Plan, thenas the case may be, except ending on the date such employee’s participation in the corresponding Acquiror Benefit Arrangement begins to the extent required by applicable law, be taken into account under such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo Acquiror Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized Arrangement for purposes of Section 2.6 satisfying all deductible, coinsurance and maximum out-of this Agreementpocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the Acquiror Benefit Arrangement.

Service Recognition. Except Effective as provided belowof the Closing Date ITC shall, (a) SpinCo and shall cause each member of the ITC Group to, give each SpinCo Participant TransCo Employee full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals and benefit subsidies under any SpinCo ITC Benefit Plan Arrangement for such SpinCo Participant’s individuals' service with any member of the Entergy Group or TransCo Group or any predecessor thereto prior to the Distribution Date Closing Date, to the same extent such service was recognized by the applicable RemainCo Entergy Benefit Plans Arrangement immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Closing Date; provided, howeverthat, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under a RemainCo Benefit Plan benefits. In addition, and a SpinCo Benefit Plan. Notwithstanding without limiting the foregoing, unless generality of the Parties otherwise agree in writingforegoing provisions of this Section 2.4, (ai) if a RemainCo Participant becomes employed by a member ITC shall cause each TransCo Employee to be immediately eligible to participate, without any waiting time, in any and all ITC Benefit Arrangements to the extent coverage under the ITC Benefit Arrangement is comparable to an Entergy Benefit Arrangement in which the TransCo Employee participated immediately before the Closing Date and (ii) for purposes of the SpinCo Group after the Distribution Dateeach ITC Benefit Arrangement providing medical, thendental, pharmaceutical or vision benefits to any TransCo Employee, ITC shall cause all pre-existing condition exclusions and actively-at-work requirements of such ITC Benefit Arrangement to be waived for such employee and his or her covered dependents, except to the extent required by applicable law, such individual’s service with conditions would not have been waived under the RemainCo Group will not be recognized for any purpose under any SpinCo comparable Entergy Benefit PlanArrangement in which such employee participated immediately prior to the Closing Date, and (b) if a SpinCo Participant becomes employed ITC shall cause any eligible expenses incurred by a member such employee and his or her covered dependents during the portion of the RemainCo Group after plan year of the Distribution Date, then, except Entergy Benefit Arrangement ending on the date such employee’s participation in the corresponding ITC Benefit Arrangement begins to the extent required by applicable law, be taken into account under such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo ITC Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service in addition to the recognition of service required hereunder, but any such additional service shall not be recognized Arrangement for purposes of Section 2.6 satisfying all deductible, coinsurance and maximum out-of this Agreementpocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the ITC Benefit Arrangement. At Closing and from time to time thereafter as is reasonably necessary, Entergy shall provide ITC with such Information as is necessary to make the proper calculations necessary to comply with the foregoing obligations.

Service Recognition. Except Effective as provided belowof the Separation Date, (a) SpinCo shall give each SpinCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals (including, with respect to Energy Supply Employees, for purposes of the NewCo Retirement Plan) and benefit subsidies under any SpinCo NewCo Benefit Plan Arrangement in which an Energy Supply Employee or RJS Employee is eligible to participate following the Separation Date, NewCo shall, and shall cause each member of the Energy Supply Group, to give such Energy Supply Employee or RJS Employee full credit for such SpinCo Participantindividual’s service with any member of the Parent Group, the Energy Supply Group or the RJS Group, as applicable, or any predecessor thereto prior to the Distribution Date Separation Date, to the same extent such service was recognized by the applicable RemainCo Parent Benefit Plans Arrangement, Energy Supply Benefit Arrangement or RJS Benefit Plan, as the case may be, immediately prior to the Distribution Date, and (b) RemainCo shall give each RemainCo Participant full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any RemainCo Benefit Plan for such RemainCo Participant’s service prior to the Distribution Date to the same extent such service was recognized by the applicable SpinCo Benefit Plans immediately prior to the Distribution Separation Date; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits benefits. In addition, and without limiting the generality of the foregoing provisions of this Section 2.4, for purposes of each NewCo Benefit Arrangement in which an Energy Supply Employee or RJS Employee is eligible to participate following the Separation Date, (i) NewCo shall cause such Energy Supply Employee or RJS Employee to be immediately eligible to participate, without any waiting time, in such NewCo Benefit Arrangement to the extent coverage under the NewCo Benefit Arrangement is comparable to a RemainCo Parent Benefit Plan and a SpinCo Arrangement, Energy Supply Benefit Arrangement or RJS Benefit Plan. Notwithstanding , as applicable, in which such Energy Supply Employee or RJS Employee participated immediately before the foregoingSeparation Date (and in which such Energy Supply Employee or RJS Employee no longer participates following the Separation Date) and (ii) for purposes of each NewCo Benefit Arrangement providing medical, unless the Parties otherwise agree in writingdental, (a) if a RemainCo Participant becomes employed by a member pharmaceutical or vision benefits to any Energy Supply Employee or RJS Employee, NewCo shall use best efforts to cause all pre-existing condition exclusions and actively-at-work requirements of the SpinCo Group after the Distribution Date, thensuch NewCo Benefit Arrangement to be waived for such employee and his or her covered dependents, except to the extent required by applicable lawsuch conditions would not have been waived under the comparable Parent Benefit Arrangement, such individual’s service with the RemainCo Group will not be recognized for any purpose under any SpinCo Energy Supply Benefit Arrangement or RJS Benefit Plan, as the case may be, in which such employee participated immediately prior to the Separation Date, and (b) if a SpinCo Participant becomes employed NewCo shall cause any eligible expenses incurred by a member such employee and his or her covered dependents during the portion of the RemainCo Group after plan year of the Distribution DateParent Benefit Arrangement, then, except to the extent required by applicable law, such individual’s service with the SpinCo Group will not be recognized for any purpose under any RemainCo Energy Supply Benefit Arrangement or RJS Benefit Plan. Nothing herein shall limit RemainCo or SpinCo or their respective affiliates from recognizing service , as the case may be, ending on the date such employee’s participation in addition the corresponding NewCo Benefit Arrangement begins to the recognition of service required hereunder, but any be taken into account under such additional service shall not be recognized NewCo Benefit Arrangement for purposes of Section 2.6 satisfying all deductible, coinsurance and maximum out-of this Agreementpocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with the NewCo Benefit Arrangement. On the Separation Date and as necessary from time to time thereafter, Parent shall provide NewCo with all Information needed to make the proper calculations and determinations to comply with the foregoing obligations.