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.

Section # COBRA. To the extent Seller discontinues maintaining a group health plan within the meaning of COBRA on or after Closing and Buyer becomes responsible for offering COBRA coverage to any individual who is an “M&A qualified beneficiary” as defined in Treasury Regulations Section 54.4980B-9 with respect to the transaction contemplated by this Agreement, # Seller shall provide to Buyer within thirty (30) days preceding the date of the group health plan termination # for each individual covered under the plan at such time, the name, address, type of group health coverage and whether or not such coverage is COBRA coverage and # for each individual entitled to elect COBRA coverage as of the date of the group health plan termination, the name, address, type of group health coverage and any COBRA enrollment forms that have been provided to any such individual, # Seller shall provide to Buyer the name of any individual who on or after the date of the group health plan termination has a qualifying event within the meaning of COBRA, no later than ten (10) days following such qualifying event, and # Seller shall promptly provide any further information Buyer reasonably requests in connection with any obligation Buyer has to offer continuation group health coverage under COBRA to any M&A qualified beneficiary, within the meaning above.