Benefit Continuation for Continuing Employees. Buyer shall waive or cause to be waived all limitations as to preexisting conditions or waiting periods with respect to participation and coverage requirements applicable to each Continuing Employee under any employee benefit plans, programs and policies of Buyer or any Affiliate thereof in which Continuing Employees participate (or are eligible to participate) that are “welfare benefit plans” (as defined in Section 3(1) of ERISA) to the same extent that such conditions and waiting periods were satisfied or waived under the comparable Seller Benefit Plan immediately prior to the Closing. In addition, Buyer shall provide or cause to be provided each Continuing Employee with credit for any copayments and deductibles paid during the plan year commencing immediately prior to the Closing Date in satisfying any applicable copayments, deductibles or other out-of-pocket requirements under any such welfare benefit plans for such plan year, subject to the provision by Seller or Seller’s insurance carrier to Buyer of valid evidence of such amounts in the format requested by Buyer.

5.5Welfare Plans. Purchaser or an Affiliate of Purchaser shall cause each Continuing Employee and his or her eligible dependents (including all such employee’s dependents covered immediately prior to the Closing Date by a Seller Benefit Plan that is a welfare benefit plan) coverage under a welfare benefit plan maintained by Purchaser or one of its Affiliates that # ensures that no waiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence of insurability or good health or actively-at-work exclusions are applicable to any Continuing Employee or their dependents or beneficiaries under any welfare benefit plans in which such employees may be eligible to participate and # credits such Continuing Employee, for the plan year during which the Closing occurs, with any deductibles, co-payments and amounts credited toward out-of-pocket maximums incurred under a Seller Benefit Plan toward satisfying any deductible, co-payment and out-of-pocket maximum requirements under the medical plan of Purchaser or any of its Affiliates in which the Continuing Employee participates during the plan year in which the Closing occurs.

With respect to any employee benefit plan maintained by the Buyer or its Affiliates (collectively, “Buyer Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Closing, the Buyer shall, or shall cause its Affiliates to: # waive all active-at-work requirements, waiting periods, evidence of insurability requirements, coverage exclusions, pre-existing condition limitations on coverage (except for long-term disability insurance), or similar limitations with respect to participation and coverage requirements applicable to each such Company Continuing Employee; # recognize all service of such Company Continuing Employee with the Company for eligibility, vesting and accrual purposes to the same extent said service was recognized under a similar Plan as of the Closing Date; provided, however that the foregoing shall not apply to the extent it would result in a duplication of benefits.

upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any rights as a Third Party beneficiary of this Agreement. Sellers and Purchaser agree to use commercially reasonable efforts to consummate the transfer of sponsorship of any Assumed Employee Benefit Plans (including any Contracts thereto) from Sellers to Purchaser, effective as of the Closing Date. Purchaser shall use commercially reasonable efforts to waive any waiting period, pre-existing condition or requirement for evidence of insurability otherwise imposed with respect to all Continuing Employees under any employee benefit plan that is a welfare plan under which any such Continuing Employee is eligible to participate during the plan year in which the Closing occurs, to the same extent such waiting period, pre-existing condition or requirement for evidence of insurability requirements were met under the corresponding Employee Benefit Plan as of the Closing Date. Purchaser shall use commercially reasonable efforts to give credit to such Continuing Employees and his or her covered dependents for all deductibles, co-pays, and out-of-pocket expense limitations incurred under any new employee benefit plan that is a welfare plan under which any such Continuing Employee is eligible to participate in during the plan year in which the Closing occurs, to the same extent recognized under the corresponding Employee Benefit Plan as of the Closing Date and to the extent that such Continuing Employee can provide documentation of such expenses.

With respect to any employee benefit plan sponsored by the Buyer or any other Affiliate of the Buyer in which any Business Employee first becomes eligible to participate on or after the Closing Date, the Buyer shall use commercially reasonable efforts to, and will cause its Affiliates to use commercially reasonable efforts to, # waive all pre-existing condition exclusions or limitations and waiting periods with respect to participation and coverage requirements, # provide credit for any co-payments, co-insurance and deductibles paid by such Business Employees with respect to any Employee Plan or Foreign Benefit Plan prior to becoming eligible to participate in any such analogous employee benefit plan in satisfying any applicable deductible or out-of-pocket maximum requirements under such analogous employee benefit plan during the plan year in which such participation begins, and # recognize all service with the Sellers, the Target Companies or any ERISA Affiliates for vesting purposes, eligibility purposes, and, with respect to vacation or severance benefits, for benefit accrual purposes (except to the extent such service recognition would result in a duplication of benefits).

Employee Benefit Plans. Except for the sponsorship of Assumed Employee Benefit Plans, Purchaser shall not assume any Employee Benefit Plan or any Liability thereunder or related thereto and Purchaser shall provide only those benefits to Continuing Employees as of or after the Closing as Purchaser shall determine. In addition, Purchaser shall assume all responsibility for, and honor, paying any unpaid base wages and base salaries, accrued commissions, vacation, sick leave, personal time of the Continuing Employees but only to the extent not paid as of the Closing Date and set forth in the Financial Statements (the “Unpaid Compensation”). Except for obligations relating solely to the Assumed Employee Benefit Plans specifically assumed under [Section 2.3(c)] and the Unpaid Compensation, and as set forth in Section 9.3, Sellers shall indemnify, defend and hold harmless Purchaser from and against all obligations, claims or Liabilities at any time arising under or in connection with any Employee Benefit Plan. Except as set forth in Section 9.3, nothing contained in this Agreement, express or implied: # shall be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement; # shall alter or limit the ability of Purchaser or any of its Affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them; or # is intended to confer upon any Person (including employees, retirees, or dependents or beneficiaries of employees or retirees) any rights as a Third Party beneficiary of this Agreement. Sellers and Purchaser agree to use commercially reasonable efforts to consummate the transfer of sponsorship of any Assumed Employee Benefit Plans (including any Contracts thereto) from Sellers to Purchaser, effective as of the Closing Date. Purchaser shall use commercially reasonable efforts to waive any waiting period, pre-existing condition or requirement for evidence of insurability otherwise imposed with respect to all Continuing Employees under any employee benefit plan that is a welfare plan under which any such Continuing Employee is eligible to participate during the plan year in which the Closing occurs, to the same extent such waiting period, pre-existing condition or requirement for evidence of insurability requirements were met under the corresponding Employee Benefit Plan as of the Closing Date. Purchaser shall use commercially reasonable efforts to give credit to such Continuing Employees and his or her covered dependents for all deductibles, co-pays, and out-of-pocket expense limitations incurred under any new employee benefit plan that is a welfare plan under which any such Continuing Employee is eligible to participate in during the plan year in which the Closing occurs, to the same extent recognized under the corresponding Employee Benefit Plan as of the