definiens: ( within the meani ng of Section 3(3 ) of the Employee Retirement Security Act of 1974, as amended ( ) ) for which [COMPANY] or any member of its ( defined as any organization which is a memb er of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended ( the ) ) would have any liability ( each a ) has been maintained in material compliance with its terms and with the requirements of all applicab le statutes, rules and regulations including ERISA and the Code ; ( ii ) with respect to each Plan subject t o Title IV of ERISA ( a ) no ( within the meaning of Section 4043(c ) of ERISA ) has occurred or is re asonably expected to occur, ( b ) no ( within the meaning of Section 302 of ERISA or Section 412 of the Code ), whether or not waived, ha s occurred or is reasonably expected to occur, ( c ) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under suc h Plan ( determined based on those assumptions used to fund such Plan ) and ( d ) neither the Company or any memb er of its Controlled Group has incurred, or reasonably ex pects to incur, any liability under Title IV of ERI SA ( other than contributions to the Plan or premiums to the P ension Benefit Guaranty Corporation in the ordinary course and without default ) in respect of a Plan ( includin g a within the meaning of Sec tion 4001(c)(3 ) of ERISA ) ; and ( iii ) each Plan that is i ntended to be qualified under Section 401(a ) of the Code is so qualified and nothing has occurred, whether by acti on or by failure to act, which would cause the loss of such qualification