definiens: as such term is defined in Section 406 of ERISA and Section 4975 ofthe Internal Revenue Code of 1986, as amended ( ), with respect to any Company Employee Plan that wouldreasonably be expected to result in a material liability to the Company ; ( ii ) there are no claims pending ( other than routineclaims for benefits ) or, to the knowledge of the Company, threatened against any Company Employee Plan or against theassets of any Company Employee Plan, or, to the knowledge of the Company, that could result in material liability to theCompany or a corporation, company, or any trade or business ( whether or not incorporated ) which is a member of a controlledgroup or which is under common control with the Company within the meaning of Section 414 of the Internal Revenue Codeof 1986, as amended ( an ), nor are there any current or, to the knowledge of the Company, threatened Lienson the assets of any Company Employee Plan ; ( iii ) all Company Employee Plans conform to, and in their operation andadministration are in all material respects in compliance with the terms thereof and requirements prescribed by any and allLaws ( including ERISA and the Code ), orders, or governmental rules and regulations currently in effect with respect thereto(including without limitation all applicable requirements24 for notification, reporting and disclosure to participants or the Department of Labor, IRS or Secretary of the Treasury ) ; ( iv ) theCompany and ERISA Affiliates have performed all material obligations required to be performed by them under, are not indefault under or violation of, and the Company has no knowledge of any default or violation by any other party with respectto, any of the Company Employee Plans ; ( v ) each Company Employee Plan intended to qualify under Section 401(a ) of theCode and each corresponding trust exempt under Section 501 of the Code has received or is the subject of a favorabledetermination or opinion letter from the IRS, and nothing has occurred which would reasonably be expected to cause the lossof such qualification or exemption ; ( vi ) all contributions required to be made to any Company Employee Plan pursuant toSection 412 of the Code or otherwise, the terms of the Company Employee Plan or any collective bargaining agreement, havebeen made and a reasonable amount has been accrued for contributions to each Company Employee Plan for the current planyears to the extent required by GAAP ; ( vii ) the transaction contemplated herein will not directly or indirectly result in anincrease of benefits, acceleration of vesting or acceleration of timing for payment of any benefit to any participant orbeneficiary ; ( viii ) each Company Employee Plan, if any, which is maintained outside of the United States has been operated inall material respects in conformance with the applicable statutes or governmental regulations and rulings relating to suchplans in the jurisdictions in which such Company Employee Plan is present or operates and, to the extent relevant, the UnitedStates ; and ( ix ) neither the Company nor any ERISA Affiliate has ever made a complete or partial withdrawal from aMultiemployer Plan ( as such term is defined in Section 3(37 ) of ERISA ) resulting in ( as such term isdefined in Section 4201 of ERISA ), without regard to any subsequent waiver or reduction under Section 4207 or 4208 ofERISA