definiens: ( as defined in C OBRA ) occurring on or prior to the Transition Servi ces Expiration Date, and neither the Buyer nor any other Employer shall have any responsibility to offer COBRA covera ge to any BP Employee or Former Employee or retiree of CG I who has a under a CGI Benefit Plan on or prior to the Transition Services Payroll End Date . Except as expressly provided in Section 2.3(a ) or this Section 6.4, or by the Transition Services Agreeme nt, CGI shall be solely responsible for the payment of all employee benefits and compensation ( including any a pplicable and legally required severance pay, vacat ion or PTO pay, notice pay, insurance, supplemental pensio n, deferred compensation, or other similar i ncentive bonuses, change - in - control bonuses ( or other bonuse s or compensation related in any way to the executi on, delivery or performance of this Agreement ), retirem ent and any other benefits, premiums, claims and re lated costs ) to any of CGI ’s employees, Former Employees or reti rees under any CGI Benefit Plan ; and Buyer and/or i ts Affiliates shall be solely responsible for the paym ent of all employee benefits and compensation ( incl uding any applicable and legally required severance pay, vaca tion or PTO pay, notice pay, insurance, supplementa l pension, deferred compensation, or other similar ince ntive bonuses, change - in - control bonuses, retiremen t and any other benefits, premiums, claims and related costs ) with respect to all Transferred Employees under ag reements, benefit plans and/or arrangements of Buyer or any A ffiliate of Buyer . Except as expressly provided in Section 2.3(a ) or this Section 6.4 or the Transition Servic es Agreement, neither the Buyer nor any other Emplo yer shall assume any Liability with respect to any CGI Benefi t Plan without regard to when such Liability arises