definiens: within the meaning of Section 4001(a)(3 ) of ERISA ; ( ii ) each Parent Plan has been maintained, operated, and administered in accordance with itsterms and in compliance with all applicable Laws, no nonexempt prohibited transaction, as described in Section 406 of ERISAor Section 4975 of the Code, has occurred with respect to any Parent Plan, and all contributions required to be made under theterms of any Parent Plan have been timely made by Parent or any of its Subsidiaries ; ( iii ) each Parent Plan intended to be qualified under Section 401(a ) of the Code has received afavorable determination, advisory and/or opinion letter, as applicable, from the IRS that it is so qualified and nothing hasoccurred since the date of such letter that would reasonably be expected to cause the loss of such qualified status of suchParent Plan, and all amendments to such Parent Plan that are required by Law have been adopted on a timely basis ; ( iv ) there is no Action ( including any investigation, audit or other administrative proceeding)by the Department of Labor, the PBGC, the IRS or any other Governmental Entity or by any plan participant or beneficiarypending, or to the knowledge of Parent, threatened, relating to the Parent Plans ( other than routine claims for benefits ) nor, tothe knowledge of Parent, are there facts or circumstances that exist that could reasonably be expected to give rise to any suchActions ; ( v ) no Parent Plan that is a within the meaning of Section 3(1 ) ofERISA provides benefits to former employees of Parent or its ERISA Affiliates, other than pursuant to Section 4980B of theCode or any similar state Law or during any severance period under a Parent Plan ; ( vi ) Parent and its Subsidiaries do not maintain any Parent Plan that is a ( as such term is defined in Section 5000(b)(1 ) of the Code ) that has not been administered and operated in compliance with theapplicable requirements of Section 601 of ERISA and Section 4980B of the Code ; and ( vii ) none of the Parent 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