definiens: within the meaning of Section 401 ( a ) of the Code, has received a favorable determina tion letter or opinion letter from IRS or is comprised of a mas ter or prototype plan that has received a favorable opinion letter from the IRS, and no event has occurred and no cond ition exists which could reasonably be expected to result in the revocation of any such determination letter or opinion letter . All benefits, contributions and pre miums required by and due under the terms of each Benefit Plan or applicable Law have been timely paid in accordance with the terms of such Benefit Plan and the terms of all app licable Laws . There has been no prohibited transact ion ( within the meaning of Section 406 of ERISA or Section 4975 of the Code ) with respect to any Benefit Plan, whi ch is not otherwise exempt under Section 408 of ERISA, and th at would subject the Company or any of its Subsidia ries to any liability . Neither the Company nor any of its S ubsidiaries has any current or contingent liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980 B or 6652 of the Code or any current or contingent liability under Section 502 of ERISA that has not been discha rged in full or with respect to which the applicabl e statute of limitations under ERISA or the Code, as applicable, has not expired, and to the Company ’s Knowledge no fact or event exists that would give rise to any such liabi lity . No complete or partial termination has occurr ed within the five ( 5 ) years preceding the Closing with respect t o any Benefit Plan