definiens: as defined in Section 3(3)of ERISA, maintained by Parent or any of its Subsidiaries ( collectively, the ), then for purposes of determiningeligibility to participate and vesting and, with respect to any Parent Plan that provides severance, vacation or paid - time offbenefits, for purposes of benefit accrual, service with the Company or any of its Subsidiaries prior to the Effective Time shall betreated as service with Parent or any of its Subsidiaries, in each case except as prohibited by an insurer or service providerunder a Parent Plan or by applicable Law ; provided, however, that such service shall not be recognized to the extent that suchrecognition would result in any duplication of benefits . In addition, subject to the terms of the applicable Parent Plan andapplicable Law, Parent shall use reasonable best efforts to ( i ) waive all limitations as to preexisting conditions, exclusions andwaiting periods with respect to participation and coverage requirements applicable to the Employees under any Parent Plan thatis a welfare benefit plan in which such Employees may be eligible to participate after the Effective Time and ( ii ) provide eachEmployee 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 Plans that are welfare plans in which such Employees are eligible toparticipate after the Effective Time