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(d) Buyer shall or following Closing shall cause Company to waive or cause its insurance carriers to waive any pre-existing condition limitation on participation and coverage applicable to any Covered Employee who remains employed by Company following the Closing or any of his or her covered dependents under any Buyer or Company health or welfare plan (a “ New Plan ”) in which such Covered Employee or covered dependent shall become eligible to participate after the Closing to the extent such Covered Employee or covered dependent was no longer subject to such pre-existing condition limitation under the corresponding Company Benefit Plan in which such Covered Employee or such covered dependent was participating immediately before he or she became eligible to participate in the New Plan. Buyer shall or following Closing shall cause Company to provide each Covered Employee who remains employed by Company following the Closing Date with credit for any co-payments and deductibles paid prior to the Closing and during the calendar year in which the Closing occurs under any Company Benefit Plan in satisfying any applicable co-payment and deductible requirements for such calendar year under any New Plan in which such Covered Employee participates after the Closing.

(e) Buyer shall or following Closing shall cause Company to recognize any unused paid time off and sick leave hours available to each Covered Employee as of the Closing under Company’s paid time off policy applicable to such Covered Employee, up to the amount of accrued liability included in the Company’s Final Balance Sheet, and to recognize service by each Covered Employee with Company for purposes of determining eligibility for vacation and sick leave following the Closing under the applicable vacation and sick leave policies of Buyer or Company.

(f) Following Closing, if Buyer terminates the employment with Company of any Covered Employee, or Buyer otherwise fails to adhere to the employment requirements and policies set forth in Company’s severance plan identified in Section 3.12 of the Disclosure Schedules with respect to any such Covered Employee, in each case, within twelve (12) months following the Closing Date, Buyer or Company shall provide each such Covered Employee with severance pay and benefits, as applicable, in accordance with Company’s severance plan identified in Section 3.12 of the Disclosure Schedules, subject only to Buyer’s right to terminate any such employment for Cause (as defined herein). Termination for “Cause” shall mean termination of an employee from employment with Buyer for any of the following reasons: (i) the employee’s willful failure to substantially perform his or her duties and responsibilities to Buyer or deliberate violation of a material policy of Buyer; (ii) the employee’s commission of any material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the employee’s material unauthorized use or disclosure of any proprietary information or trade secrets of Buyer or any other party to whom the employee owes an obligation of nondisclosure as a result of his or her relationship with Buyer; or

  • (iv)

    employee’s willful and material breach of any of his or her obligations under any written agreement or covenant with Buyer.

    • (g)

      Without limiting the scope of Section 8.1, nothing in this Section 5.10 shall confer any rights or remedies of any kind or

description upon any Covered Employee or any other person other than Seller, Company and Buyer and their respective successors and assigns.

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