definiens: ( as such term is defined in Section 5000(b)(1 ) of the Code ) materiallycomplies with the applicable requirements of Section 4980B(f ) of the Code and any applicable similar state or localLaw except as would not, individually or in the aggregate, result in material liability to [COMPANY], ( ii ) to the knowledge ofAsterias, each such [COMPANY] US Plan may be amended or terminated without material liability to [COMPANY] on or at anytime after the Effective Time, and ( iii ) no such [COMPANY] US Plan provides benefits to, or on behalf of, any formeremployee after the termination of employment except ( A ) where the full cost of such benefit is borne entirely by theformer employee ( or such former employee ’s eligible dependents or beneficiaries ) or coverage through the end of thecalendar month in which a termination of employment occurs, ( B ) where the benefit is required by Section 4980B ofthe Code ( ) or any similar state Law or ( C ) pursuant to an applicable employment agreement or severanceagreement, plan or policy requiring [COMPANY] to pay or subsidize COBRA premiums for a terminated employeefollowing the employee ’s termination