definiens: ( within the meaning of Section 3(37 ) of ERISA ) ; ( vi ) Omega and its Subsidiaries do not maintain any Omega Plan that is a ( as such term is defined in Section 5000(b)(1 ) of the Code ) that has not been administered and operated in allrespects in compliance with the applicable requirements of Section 601 of ERISA and Sections 4980B(b ) and 4980Hof the Code, and Omega and its Subsidiaries are not subject to any material liability, including additional contributions, fines, penalties or loss of tax deduction as a result of such administration and operation ; ( vii ) none of the Omega Plans provides for payment of a benefit, the increase of a benefitamount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit determined oroccasioned, in whole or in part, by reason of the execution of this Agreement or the consummation of the transactionscontemplated hereby ; ( viii ) neither the execution of this Agreement nor the consummation of the transactionscontemplated hereby ( either alone or in combination with another event ) will result in any payment, amount, or benefitor provision of any payment, amount or benefit ( including property or the accelerating of vesting ) that would constituteseparately or in the aggregate, ( within the meaning of Section 280 G of the Code)becoming due ; ( ix ) neither Omega, nor any of its Subsidiaries have any obligation to gross - up orreimburse any individual for any Taxes under Section 4999 or 409A of the Code ; 15 ( x ) each Omega Plan that constitutes in any part a within the meaning of Section 409A of the Code has been operated and maintained in materialoperational and documentary compliance with Section 409A of the Code and applicable guidance thereunder ; and ( xi ) neither Omega nor any of its Subsidiaries has any current or potential obligation toprovide post - employment health, life or other welfare benefits other than as required under Section 4980B of the Codeor any similar applicable law