definiens: within the meaning of Section 4001(a)(3 ) of ERISA ; ( ii ) each Company Plan has been maintained, operated, and administered in accordance withits terms and in compliance with all applicable Laws, no nonexempt prohibited transaction, as described in Section 406 ofERISA or Section 4975 of the Code, has occurred with respect to any Company Plan, and all contributions required to bemade under the terms of any Company Plan have been timely made by the Company or any of its Subsidiaries ; ( iii ) each Company Plan intended to be qualified under Section 401(a ) of the Code hasreceived a favorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified andnothing has occurred since the date of such letter that would reasonably be expected to cause the loss of such qualified statusof such Company Plan, and all amendments to such Company Plan that are required by Law have been adopted on a timelybasis ; ( iv ) there is no Action ( including any investigation, audit or other administrative proceeding)by the Department of Labor, the Pension Benefit Guaranty Corporation ( the ), the IRS or any other GovernmentalEntity or by any plan participant or beneficiary pending, or to the knowledge of the Company, threatened, relating to theCompany Plans ( other than routine claims for benefits ) nor, to the knowledge of the Company, are there facts or circumstancesthat exist that could reasonably be expected to give rise to any such Actions ; 24 ( v ) no Company Plan that is a within the meaning of Section 3(1 ) ofERISA provides benefits to former employees of the Company or its ERISA Affiliates, other than pursuant to Section 4980Bof the Code or any similar state Law or during any severance period under a Company Plan ; ( vi ) the Company and its Subsidiaries do not maintain any Company Plan that is a ( as such term is defined in Section 5000(b)(1 ) of the Code ) that has not been administered and operated incompliance with the applicable requirements of Section 601 of ERISA and Section 4980B of the Code ; and ( vii ) none of the Company Plans provides for payment of a benefit, the increase of a benefitamount, the payment of a contingent benefit or the acceleration of the payment or vesting of a benefit determined oroccasioned, in whole or in part, by reason of the execution of this Agreement or the consummation of the transactionscontemplated hereby