COBRA. The Seller is wholly responsible for complying with all applicable health care continuation coverage requirements under COBRA and related state Laws with respect to the employees of the Seller and the Seller Affiliates as to qualifying events that occur on or prior to the Closing Date, and the Purchaser is wholly responsible for complying with such coverage requirements with respect

COBRA Liabilities. Seller is whollyshall be responsible for complying with all applicable health care continuationproviding notices and coverage requirements under COBRA and related state Laws with respect to the employeesany Plant Employee (and his or her qualified beneficiaries) as to whom a “qualifying event” (as defined in Section 4980B of the Seller and the Seller Affiliates as to qualifying events that occurCode) has occurred on or prior to the Closing Date, andDate (including qualifying events that occur in connection with the Purchaser is whollytransactions contemplated by this Agreement). Buyer shall be responsible for complying with suchproviding notices and coverage requirements with respectunder COBRA to any Continuing Employee (and his or her qualified beneficiaries) whose “qualifying event” occurs after the Closing Date.

5.7COBRA. Purchaser shall provide, or shall cause one of its Affiliates to provide, continuation health care coverage to Continuing Employees and their qualified beneficiaries who incur a qualifying event, in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA (“COBRA”) or any similar provisions of state Law, after the Closing Date. Sellers and their Affiliates shall be solely responsible for complying with all applicable health care continuation coverage requirementsany obligations under COBRA and related state Laws with respect to the employees of the Seller and the Seller Affiliatesall “M&A qualified beneficiaries” as to qualifying events that occur on or prior to the Closing Date, and the Purchaser is wholly responsible for complying with such coverage requirements with respectdefined in Treasury Regulation Section 54.4980B-9.