definiens: as such term is defined in Section 406 of ERISA and Section 4975of the Code, with respect to any Employee Plan ( and which is not otherwise exempt ) ; ( ii ) there has been no breach of fiduciaryobligations imposed under Title I of ERISA with respect to any Employee Plan ; ( iii ) there are no Claims pending ( other thanroutine claims for benefits ) or, to the Knowledge of Seller, threatened against any Employee Plan or against the assets of anyEmployee Plan ; ( iv ) all Employee Plans conform to, and in their operation and administration are in all material respects incompliance with, the terms thereof and requirements prescribed by any and all statutes ( including ERISA and the Code),Orders and governmental Regulations currently in effect with respect thereto and any other applicable Laws ; ( v ) the Companyand ERISA Affiliates have performed in all material respects all obligations required to be performed by them under eachEmployee Plan and are not in default under or in violation of, and Seller Company has no Knowledge of any default orviolation by any other Person with respect to, any of the Employee Plans ; and ( vi ) each Employee Plan intended to qualifyunder Section 401(a ) of the Code is so qualified ( and each corresponding trust is exempt under Section 501 of the Code ), andhas received or is the subject of a favorable determination or opinion letter from the IRS, and nothing has occurred which mayreasonably be expected to cause the loss of such qualification ( or exemption )