definiens: asdefined in Section 3(1 ) of ERISA in which any Continuing Employee is or becomes eligible to participate, Parent shall usereasonable efforts to cause each such Parent Benefit Plan to ( i ) waive all limitations as to pre - existing conditions, waitingperiods, required physical examinations and exclusions with respect to participation and coverage requirements applicableunder such Parent Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre - existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would havebeen waived under the corresponding Company Employee Plan in which such Continuing Employee was a participantimmediately prior to his commencement of participation in such Parent Benefit Plan but, with respect to long - term disabilityand life insurance benefits and coverage, solely to the extent permitted under the terms and conditions of Parent ’s applicableinsurance contracts in effect as of the Closing Date ; provided, however, that for purposes of clarity, to the extent such benefitcoverage includes eligibility conditions based on periods of employment Section 6.07(a ) shall control ; and ( ii ) provide eachContinuing Employee and his eligible dependents with credit for any co - payments and deductibles paid in the calendar yearthat, and prior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfyingany applicable co - payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to theextent that such expenses were recognized for such purposes under the comparable Company Employee Plan