definiens: as defined in Section 3(3 ) of ERISA andeach vacation or paid time off and severance plan ( that is not an as defined in Section 3(3)of ERISA ) maintained by Parent or any Subsidiary of Parent ( collectively, the ) in which anyContinuing Employee will participate after the Effective Time, Parent shall, or shall cause the Surviving Corporationto, recognize all service of the Continuing Employees with the Company or a Subsidiary, as the case may be, forpurposes of eligibility, vesting and participation ( but not for purposes of benefit accrual other than with respect tovacation, paid time off, or severance ), in any such Parent Benefit Plan to the extent such service was creditedunder the applicable Company Employee Plan or Company policy . In addition, and subject to the concurrence ofany third - party insurers, Parent shall use commercially reasonable efforts to or shall cause the SurvivingCorporation to use commercially reasonable efforts to : ( i ) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the ContinuingEmployees under any Parent Benefit Plan that is a welfare benefit plan in which such Continuing Employees maybe eligible to participate after the Effective Time, other than preexisting condition limitations, exclusions or waitingperiods that are already in effect with respect to such Continuing Employees and that have not been satisfied orwaived as of the Effective Time under any welfare benefit plan maintained for the Continuing Employeesimmediately prior to the Effective Time ; and ( ii ) provide each Continuing Employee with credit for any co - paymentsand deductibles paid prior to the Effective Time in satisfying any applicable deductible or out - of - pocketrequirements under any Parent Benefit Plan that is a welfare plan in which such Continuing Employees may beeligible to participate after the Effective Time