COBRA Liabilities. Seller shall be responsible for providing notices and coverage under COBRA to any Plant Employee (and his or her qualified beneficiaries) as to whom a “qualifying event” (as defined in Section 4980B of the Code) has occurred on or prior to the Closing Date (including qualifying events that occur in connection with the transactions contemplated by this Agreement). Buyer shall be responsible for providing notices and coverage under COBRA to any Continuing Employee (and his or her qualified beneficiaries) whose “qualifying event” occurs after the Closing Date.

COBRA. As of the Separation Date, any group health insurance coverage and/or dental reimbursement coverage Pennypacker may have with the Company will be terminated and applicable COBRA coverage will be made available to Pennypacker. The available coverage is the same coverage that is available for all non-represented employees of the Company. Beginning on the Separation Date, Pennypacker understands that Pennypacker is eligible to elect continued health and/or dental insurance coverage under COBRA. If Pennypacker elects continued coverage under COBRA, the Company agrees to reimburse Pennypacker for 100% of the monthly COBRA cost upon receipt of proof of payment from the Separation Date through eighteen (18) months following the Separation Date (the “COBRA End Date”). To be eligible for reimbursement, Pennypacker must submit proof of payment within 30 days of payment. Pennypacker understands it is Pennypacker’s sole obligation to make these COBRA payments on a monthly basis in order to continue Pennypacker’s health or dental insurance benefits and that failure by Pennypacker to make these payments timely will result in cessation of benefits. If Pennypacker obtains other employment prior to the COBRA End Date that offers any of such insurance coverage, the Company’s obligation to reimburse Pennypacker for COBRA payments will be terminated. Following the COBRA End Date, to the extent Pennypacker has not obtained and does not obtain other employment that offers any of such insurance coverage, the Company will continue to offer continued coverage under its group health and/or dental insurance plan to Pennypacker on the same terms that are available for all non-represented employees of the Company until the second anniversary of the Separation Date (the “Coverage End Date”) and, if Pennypacker elects continued coverage, then the Company will reimburse Pennypacker for 100% of the monthly cost of such coverage upon receipt of proof of payment until the Coverage End Date.

COBRA. Notwithstanding any other provision of this Agreement to the contrary, for the avoidance of doubt, and other than for individuals (and their qualified beneficiaries) identified on [Schedule 6.2(b)], the ​ Group (which, for this purpose, is the “Buying Group” as defined in Treas. Reg. [section 54.4980B-9]9]) will be responsible for providing any required COBRA notices, and for providing COBRA continuation coverage, to all individuals who are “M&A qualified beneficiaries” (as defined in Treas. Reg. [section 54.4980B-9]9]) with respect to the transactions contemplated by this Agreement and the group health plans maintained by the ​ Group (which, for this purpose is the “Selling Group” as defined in Treas. Reg. [section 54.4980B-9]9]). If and to the extent that the Buying Group fails to comply with its obligations under this paragraph, each member of the Buying Group will be jointly and severally liable to the Selling Group for all costs, expenses, and liabilities incurred by any member of the Selling Group however characterized (including benefits paid to M&A qualified beneficiaries which the Selling Group’s group health plans would not otherwise have been required to pay).

COBRA. You hereby further acknowledge and agree that, except as otherwise provided in this Agreement, the Termination Date is the date of termination of your employment with the Company for purposes of participation in and coverage under the employee benefit plans and programs maintained by the Company, and that as of the Termination Date you will only be entitled to receive from the Company # the Accrued Rights and # other rights or benefits specifically provided under the terms of this Agreement. As required by law or regulation, you will be eligible to participate in the Company’s medical, dental and vision plans through COBRA after you are no longer employed by the Company.

COBRA Premium. If the Employee elects to receive COBRA benefits upon termination, the Company shall pay the premium for coverage of the Employee and the Employee's eligible spouse and/or dependents under the Company's group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act for the one-year period beginning on the Termination Date.

COBRA Coverage. Purchaser shall be responsible for perpetuating the group health plan continuation coverages pursuant to Code section 4980B and ERISA [sections 601 through 609] for all current and former Business Employees and their spouses and dependents, regardless of termination date. Purchaser shall indemnify and hold Sellers harmless for any Liability to Sellers incur at any time after the Closing Date under the provisions of Code section 4980B or ERISA [sections 601 through 609] with respect to all current and former Business Employees and their dependents or spouses.

COBRA Benefits. Should you timely elect and be eligible to continue receiving group health insurance pursuant to the “COBRA” law, the Company will, until the earlier of # the date that is 12 months following the Separation Date, and # the date on which you obtain alternative coverage (as applicable, the “COBRA Contribution Period”), continue to pay the share of the premiums for such coverage to the same extent it was paying such premiums on your behalf immediately prior to the Separation Date. The remaining balance of any premium costs during the COBRA Contribution Period, and all premium costs thereafter, shall be paid by you on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You agree that, should you obtain alternative medical and/or dental insurance coverage prior to the date that is 12 months following the Separation Date, you will so inform the Company in writing within five (5) business days of obtaining such coverage.

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge any liabilities or obligations of [[Organization A:Organization]] other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation:

Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of $1,000 in the aggregate, except for liabilities incurred prior to the date of this Agreement in the Ordinary Course of Business;

Default Liabilities. The parties agree and acknowledge that, if any party (the “Defaulting Party”) breaches substantially any of the provisions herein or fails substantially to perform or fails to perform on time any of the obligations hereunder, such breach or failure shall constitute a default under this Agreement (the “Default”). In such events, apart from enjoying other relevant rights provided by this Agreement, any of the other parties without default (the “Non-defaulting Party”) shall be entitled to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of receiving the written notice of the Non-defaulting Party thereof, then the Non-defaulting Parties have the rights to claim the Defaulting Party to indemnify the damages.