definiens: ( as such term is defined in Section 3(37 ) of ERISA ) or a plan that has two ( 2 ) or morecontributing sponsors at least two ( 2 ) of whom are not under common control, within the meaning of Section 4063 ofERISA ; ( vi ) all contributions or other amounts payable by Parent or its Subsidiaries as of the Effective Time pursuantto each Parent Benefit Plan in respect of current or prior plan years have been timely paid or, to the extent not yetdue, have been accrued in accordance with GAAP or applicable international accounting standards ; ( vii ) neitherParent nor any of its Subsidiaries has engaged in a transaction in connection with which Parent or its Subsidiariescould be subject to either a civil penalty assessed pursuant to Section 409 or 502(i ) of ERISA or a Tax imposedpursuant to Section 4975 or 4976 of the Code ; and ( viii ) there are no pending, or to the knowledge of Parent, threatened or anticipated claims, actions, investigations or audits ( other than routine claims for benefits ) by, on behalfof or against any of the Parent Benefit Plans or any trusts related thereto that would result in a material liability