definiens: ( within the meaning of Code section 5000(b)(l ) ) has been operated in compliance with all laws applicable to such plan, its terms, and with the group health plan continuation coverage requirements of section 4980B of the Code and Sections 601 through 608 of ERISA ( ), section 4980D of the Code and sections 70 I through 707 of ERISA, Title XXII of the Public Health Service Act and the provisions of the Social Security Act, to the extent such requirements are applicable . No Employee Plan or written or oral agreement exists which obligates the Seller, any Subsidiary or any ERISA Affiliate to provide health care coverage, medical, surgical, hospitalization, death or similar benefits ( whether or not insured ) to any employee, former employee, director or manager of the Seller or any ERISA Affiliate following 23 CONFIDENTIAL TREATMENT REQUESTED such employee 's, former employee 's or director 's termination of employment with the Seller, any Subsidiary or any ERISA Affiliate, other than COBRA Coverage