Healthcare Continuation Coverage. If Executive timely elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay the COBRA premiums for Executive and Executive’s covered dependents through the earlier of # twelve (12) months, or # the date on which Executive and/or Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s); provided, that after the Company ceases to directly pay premiums pursuant to this Section 4(b), Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance with the provisions of COBRA. Notwithstanding the foregoing, if the Company is unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments. Executive acknowledges that Executive shall be solely responsible for all matters relating to Executive’s continuation of coverage pursuant to COBRA, including, without limitation, Executive’s election of such coverage.

Healthcare Continuation Coverage. If Employee timely elects to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, and applicable state law, as amended (together, "COBRA"), the Company shall directly pay the COBRA premiums for Employee and Employee's covered dependents through the earlier of # the twelve (12)-month anniversary of the last day of the month in which the Separation Date falls (or July 31, 2022) or # the date on which Employee and/or Employee's covered dependents, if any, become eligible for healthcare coverage under another employer's plan(s); provided, that after the Company ceases to directly pay, Employee may, if eligible, elect to continue healthcare coverage at Employee's expense in accordance with the provisions of COBRA. Notwithstanding the foregoing, if the Company is unable to continue to cover Employee under its group health plans without penalty under applicable law (including without limitation, [Section 2716]

CONTINUATION OF HEALTHCARE COVERAGE. For purposes of COBRA continuation healthcare coverage, the "qualifying event" will be deemed to have occurred on the effective date of termination of the Executive's employment.

Continuation Coverage. After the Closing Date, the Seller shall maintain a group health plan and provide COBRA continuation coverage to all “M&A qualified beneficiaries,” if any, as the term is defined by Treas. Reg. § 54.4980B-9, who are receiving COBRA continuation coverage from the Seller as of immediately prior to the Closing Date. The Seller shall maintain a group health plan for at least the maximum period that COBRA continuation coverage must be available to such M&A qualified beneficiaries.

Continued Healthcare Coverage. If the Participant elects to receive continued healthcare coverage pursuant to the provisions of COBRA, the Company shall continue the Participant’s coverage and directly pay, or reimburse the Participant for, the premium for the Participant and the Participant’s covered dependents through the earlier of # the number of months following the Participant’s Covered Termination equal to the Participant’s COBRA Severance Period and # the date that the Participant and the Participant’s covered dependents become eligible for coverage under another employer’s plans (the “Continuation Period”); provided, that as soon as administratively practicable following the date the Release becomes effective, the Company shall pay to the Participant a cash lump-sum payment equal to the monthly premiums that would have been paid on behalf of the Participant had such payments commenced on the date of the Covered Termination. Notwithstanding the foregoing, the Company may elect at any time during the Continuation Period that, in lieu of paying or reimbursing the premiums, the Company shall instead provide the Participant with a monthly cash payment equal to the amount the Company would have otherwise paid pursuant to this Section 3.1(b), less applicable tax withholdings.

All health, dental and other benefit plans in which Gitajn and any of his dependents are currently enrolled will terminate at midnight on his Employment Separation Date. Thereafter, Ceridian will provide continuation of medical, dental, and prescription healthcare coverage only, through to and including the earlier of:

Benefits Continuation. Executive will receive the “Benefits Continuation” (as defined below) following the termination of his employment pursuant to Sections 5(a), 5(b), 5(d) or 5(e), subject, in all cases other than due to a termination pursuant to Section 5(b), to Executive’s continued compliance with the Restrictive Covenants and Executive executing and not revoking a release of claims substantially identical to the release set forth in Section 7(g) below following the date on which Executive’s employment terminates. “Benefits Continuation” shall mean, upon Executive’s timely election of COBRA, continued coverage for Executive and his eligible dependents in the Company’s medical, dental, vision and prescription drug plans at active employee rates through the earlier of the date on which Executive becomes eligible for Medicare coverage (or, in the case of a termination pursuant to Section 5(b) only, the date on which Executive would have attained age 65) or the date on which he becomes eligible for coverage under the healthcare plans of a subsequent employer; provided, that, in the event that COBRA expires or the Company cannot continue coverage under the Company plans for any reason, then the Company shall instead pay Executive a monthly payment in an amount equal to the Company’s portion of the healthcare premiums under the Company plans and assist Executive in obtaining comparable coverage from a third party healthcare provider. For the avoidance of doubt, Executive will not receive the Benefit Continuation if his employment is terminated pursuant to Section 5(c).

Healthcare Permits. (a) Borrower has obtained all Healthcare Permits and other rights from, and has made all declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in the management and/or operation of their respective business, except where the failure to do so would not reasonably be expected to have a material adverse effect on Borrower’s business or operations; # each such Healthcare Permit is valid and in full force and effect, and Borrower is in compliance in all material respects with the terms and conditions of all such Healthcare Permits; and # Borrower has not received notice from any Governmental Authority with respect to the revocation, suspension, restriction, limitation or termination of any Healthcare Permit nor, to the knowledge of Borrower, is any such action proposed or threatened in writing.

Borrowers will maintain all Healthcare Permits necessary to carry on Borrowers’ business as it is conducted on the Closing Date. Any such Healthcare Permits will be kept free from restrictions, probations, conditions or known conflicts which would materially impair the operation of Borrowers’ business.

Each of Company and its Subsidiaries, and each Managed Company is, and during the six (6) year period prior to the Closing Date has been, in compliance, in all material respects, with all applicable Healthcare Laws. Neither Company, nor its Subsidiaries, nor any Managed Company has received any notification or communication from any Governmental Authority, Payor Counterparty, or any other Person # regarding any actual, alleged, possible or potential violation of, or failure to comply, in any material respect, with, or liability under, any applicable Healthcare Law or # threatening to revoke any Governmental Authorization owned or held by Company or its Subsidiaries, or any Managed Company. Without limiting the generality of the foregoing: