definiens: means all as defined inSection 3(3 ) of ERISA ( as defined below ) and collective bargaining, equity, employment and severance agreementsand other similar arrangements maintained, contributed to, or required to be contributed to, by Seller or any ERISAAffiliate or under which Seller or any ERISA Affiliate has any liability, including ( i ) any profit - sharing, deferred - compensation, bonus, stock - option, stock - purchase, pension, retainer, consulting, 19 retirement, severance, welfare or incentive plan, agreement or arrangement, and ( ii ) any employment agreement orexecutive compensation agreement . Seller has performed, in all material respects, all of its obligations under allBenefit Plans, including all obligations under the provisions of ERISA, the Code and other Laws applicable to theBenefit Plans . Neither Seller nor any ERISA Affiliate has ever contributed to, or been required to contribute to any ( within the meaning of Section 3(37 ) of Employee Retirement Income Security Act of 1974, asamended ( ) ) and neither Seller nor any ERISA Affiliate has any liability ( contingent or otherwise ) relating to thewithdrawal or partial withdrawal from a multiemployer plan . None of the Benefit Plans is or at any has been subject toTitle IV of ERISA or Code Section 412 . The Benefit Plans which are within themeaning of Section 3(2 ) of ERISA and which are intended to meet the qualification requirements of Section 401(a ) ofthe Code ( each, a ) have received determination letters from the Internal Revenue Service to the effectthat such plans are qualified and exempt from federal income taxes under Sections 401(a ) and 501(a ) of the Code, respectively, and nothing has occurred that would reasonably be expected to adversely affect the qualification of suchBenefit Plan . No ( within the meaning of Section 4975 of the Code or Sections 406 and 408 ofERISA ) has occurred with respect to any of such Benefit Plans . No Benefit Plan provides benefits, including, withoutlimitation, death or medical benefits, beyond termination of service or retirement other than coverage mandated bylaw . No payment which is or may be made by, from or with respect to any Benefit Plan, to any employee, officer orindependent contractor or consultant of the Seller, either alone or in conjunction with any other payment, event oroccurrence, will or could reasonably be characterized as an under Section 280 G of theCode . Each Benefit Plan that constitutes a within the meaning of Section409A of the Code, complies in both form and operation with the requirements of Section 409A of the Code so that noamounts paid pursuant to any such Benefit Plan is subject to tax under Section 409A of the Code