definiens: ( as defined in Section 3(3 ) ofERISA ), and any other material employee plan or agreement maintained by the Company and with respect to which theCompany would reasonably be expected 20to have any material liability ( each, a ) . The Company has made available to Parent correct and completecopies of ( i ) each Company Plan ( or, in the case of any such Company Plan that is unwritten, descriptions of the material termsthereof ), ( ii ) the most recent annual report on Form 5500 required to be filed with the IRS with respect to each Company Plan(if any such report was required ), ( iii ) the most recent summary plan description for each Company Plan for which suchsummary plan description is required and ( iv ) each material trust agreement and insurance or group annuity Contract relatingto any Company Plan . To the Company ’s Knowledge, each Company Plan maintained, contributed to or required to becontributed to by the Company has been administered in all material respects in accordance with its terms . To the Company’sKnowledge, the Company and all the Company Plans are all in material compliance with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements . All Company Plans that constitute ( asdefined in Section 3(3 ) of ERISA ) and are intended to be Tax qualified under Section 401(a ) of the Code ( each, a ) have received an opinion or determination letter from the IRS and are expressly identified as such inSection 3.10(a ) of the Company Disclosure Letter . The Company has made available to Parent a correct and complete copy ofthe most recent opinion or determination letter received with respect to each Company Pension Plan maintained, contributedto or required to be contributed to by the Company, as well as a correct and complete copy of each pending application for anopinion or a determination letter, if any . The Company has not contributed or been obligated to contribute to an subject to Title IV of ERISA, a as defined in Section 3(37 ) of ERISA, or an subject to Sections 4063 or 4064 of ERISA