definiens: ) . ( b ) ( i ) There has been no as such term is defined in section 406 of ERISA and section 4975 of the Code, with respect to any Employee Plan, ( ii ) there are no claims pending ( other than routine claims for benefits ) or threatened against any Employee Plan or against the assets of any Employee Plan, nor are there any current or threatened Liens on the assets of any Employee Plan, ( iii ) all Employee Plans conform to, and in their operation and administration are in all respects in compliance with the terms thereof and requirements prescribed by any and all statutes ( including ERISA and the Code ), orders, or governmental rules and regulations currently in effect with respect thereto ( including without limitation all applicable requirements for notification, reporting and disclosure to participants or the Department of Labor, IRS or Secretary of the Treasury ), ( iv ) the Seller and ERISA Affiliates have performed all obligations required to be performed by them under, are not in default under or violation of, and the Seller has no Knowledge of any default or violation by any other party with respect to, any of the Employee Plans, ( v ) each Employee Plan intended to qualify under section 401(a ) of the Code and each corresponding trust exempt under section SOl of the Code has received or is the subject of a favorable determination or opinion letter from the IRS, and nothing has occurred which may be expected to cause the loss of such qualification or exemption, ( vi ) all contributions required to be made to any Employee Plan pursuant to section 412 of the Code or otherwise, the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years, ( vii ) the transaction contemplated herein will not directly or indirectly result in an increase of benefits, acceleration of vesting or acceleration of timing for payment of any benefit to any participant or beneficiary, ( viii ) each Employee Plan, if any, which is maintained outside of the United States has been operated in all material respects in conformance with the applicable statutes or governmental regulations and rulings relating to such plans in the jurisdictions in which such Employee Plan is present or operates and, to the extent relevant, the United States and ( ix ) neither the Seller nor any ERISA Affiliate has ever made a complete or partial withdrawal from a Multiemployer Plan ( as such term is defined in section 3(37 ) of ERISA ) resulting in ( as such term is defined in section 4201 of ERISA ), without regard to any subsequent waiver or reduction under section 4207 or 4208 of ERISA