definiens: as defined in Section 3(3 ) of ERISA and each vacation and severanceplan ( that is not an as defined in Section 3(3 ) of ERISA ) maintained by Parent or any Subsidiary ofParent ( collectively, the ) in which any Continuing Employee will participate after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Continuing Employees with theCompany or a Subsidiary, as the case may be, for purposes of eligibility, vesting and participation, in any such Parent BenefitPlan to the extent such service was credited under the applicable Company Benefit Plan . In addition, and subject to theconcurrence of any third - party insurers ( which Parent shall use commercially reasonable efforts to obtain ), Parent shall or shallcause the Surviving Corporation to : ( i ) waive all limitations as to preexisting conditions, exclusions and waiting periods withrespect to participation and coverage requirements applicable to the Continuing Employees under any Parent Benefit Planthat is a welfare benefit plan in which such Continuing Employees may be eligible to participate after the Effective Time, other than preexisting condition limitations, exclusions or waiting periods that are already in effect with respect to suchContinuing Employees and that have not been satisfied or waived as of the Effective Time under any welfare benefit planmaintained for the Continuing Employees immediately prior to the Effective Time ; and ( ii ) provide each ContinuingEmployee with credit for any co - payments and deductibles paid prior to the Effective Time in satisfying any applicabledeductible or out - of - pocket requirements under any Parent Benefit Plan that is a welfare benefit plan in which suchContinuing Employees may be eligible to participate after the Effective Time