definiens: as defined in Section 3(1 ) of ERISA in which any Continuing Employee is or becomes eligible toparticipate, Parent shall use reasonable best efforts to cause each such Parent Benefit Plan to ( i ) waive all limitationsas to pre - existing conditions, waiting periods, required physical examinations and exclusions with respect toparticipation and coverage requirements applicable under such Parent Benefit Plan for such Continuing Employeesand their eligible dependents to the same extent that such pre - existing conditions, waiting periods, required physicalexaminations and exclusions would not have applied or would have been waived under the corresponding CompanyEmployee Plan in which such Continuing Employee was a participant immediately prior to his or her commencementof participation in such Parent Benefit Plan but, with respect to long - term disability and life insurance benefits andcoverage, solely to the extent permitted under the terms and conditions of Parent ’s applicable insurance contracts ineffect as of the Closing Date ; provided, however, that for purposes of clarity, to the extent such benefit coverageincludes eligibility conditions based on periods of employment, Section 6.07(a ) shall control ; and ( ii ) provide eachContinuing Employee and their eligible dependents with credit for any co - payments and deductibles paid in thecalendar year that, and prior to the date that, such Continuing Employee commences participation in such ParentBenefit Plan in satisfying any applicable co - payment or deductible requirements under such Parent Benefit Plan forthe applicable calendar year, to the extent that such expenses were recognized for such purposes under thecomparable Company Employee Plan