definiens: ( as such term is defined in Section 3(37 ) of ERISA ) or a plan that has two or more contributing sponsors at least two of whom are not under commoncontrol, within the meaning of Section 4063 or 4064 of ERISA ; -14- ( vi ) ( A ) all contributions or other amounts payable by the Company or the Company Subsidiaries pursuant to each CompanyBenefit Plan in respect of current or prior plan years have been timely paid within the time periods, if any, prescribed by ERISA and the Code, or accruedin accordance with GAAP or applicable international accounting standards, and ( B ) prior to the Closing Date, the Company and the CompanySubsidiaries shall have made all contributions required to be made as of the Closing Date to or with respect to each Company Benefit Plan ; ( vii ) there are no pending, or to the knowledge of the Company, threatened or anticipated claims, actions, investigations oraudits by, on behalf of or against any of the Company Benefit Plans or the assets of any Company Benefit Plans ( other than routine claims for benefits ) ; ( viii ) the Company and the Company Subsidiaries have not engaged in a non - exempt within themeaning of section 406 of ERISA or section 4975 of the Code, and to the knowledge of the Company, no within the meaning ofsection 406 of ERISA or section 4975 of the Code, has occurred with respect to any Company Benefit Plan that would result in a material liability to theCompany and the Company Subsidiaries under section 406 of ERISA or section 4975 of the Code ; and ( ix ) to the knowledge of the Company, no fiduciary, within the meaning of Section 3(21 ) of ERISA, has breached his or herfiduciary duty with respect to a Company Benefit Plan or otherwise has any liability in connection with any acts taken ( or failed to be taken ) with respectto the administration or investment of the assets of any Company Benefit Plan