definiens: ( as defined in Section 3(3 ) of the Employee Retirement Income Secu rity Act of 1974, as amended, and the regulations a nd published interpretations thereunder ( collectively, ) ) established or maintained by the Company, its subsidiary or their ERISA Affiliates ( as defined be low ) are in compliance in all material respects wit h ERISA and the Internal Revenue Code of 1986, as amended ( the ) ; ( b ) no ( as defined under ERISA ), other than an event for which the reporting requirement has been waived under regulations issu ed by the Pension Benefit Guaranty Corporation, has occur red with respect to any pension plan subject to Tit le IV of ERISA that is established or maintained by the Comp any, its subsidiary or any of their ERISA Affiliate s ( ) ; ( c ) no Pension Plan ’s benefit lia bilities under Section 4001(a)(16 ) of ERISA exceed the current value of that Pension Plan ’s assets, all as determined as of the most recent valuation date fo r the Pension Plan in accordance with the assumptions used for fu nding the Pension Plan pursuant to Section 412 of E RISA ; ( d ) none of the Company, its subsidiary or any of t heir ERISA Affiliates has incurred or reasonably ex pects to incur any liability under ( i ) Title IV of ERISA wit h respect to termination of, or withdrawal from, an y ( ii ) Sections 4971 or 4975 of the Code, ( iii ) Section 412 of the Code as a re sult of a failure to satisfy the minimum funding standard, or ( iv ) Section 4980B of the Code with respect to the excise tax imposed thereunder ; and ( e ) each established or maintained by the Company, its subsidiary or any of their ERISA Affiliates that is intended to be qualified under Section 401(a ) of t he Code has received a favorable determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which is reasonably li kely to cause disqualification of any such employee benefit plan under Section 401(a ) of the Code, except in the cas e of each of clauses ( a ) through ( e ), which would n ot have a Material Adverse Effect . means, w ith respect to the Company or its subsidiary, any m ember of any group of organizations described in Section 414(b ), ( c ), ( m ) or ( o ) of the Code, of which the C ompany or such subsidiary is a member . Section 3.22 . Labor Di sputes . No labor disturbance by or dispute with emp loyees of the Company or its subsidiary exists or, to the knowledge of the Company, is threatened which would reasonably be expected to result in a Material Adve rse Effect . None of the employees of the Company or its subsidiary is represented by a union and, to the kn owledge of the Company, no union organizing activit ies are taking place . Neither the Company nor its subsidiar y has violated any federal, state or local law or f oreign law relating to the [ * * * ] Confidential Treatment Requested