definiens: as suchterm is defined in section 406 of ERISA and Section 4975 of the Code, withrespect to any Company Employee Plans ; ( ii ) all Parent Employee Plans have beenoperated in accordance with their terms and are in compliance in all materialrespects with the requirements prescribed by any and all Laws ( including ERISAand the Code ), currently in effect with respect thereto ( including allapplicable requirements for notification to participants or the PBGC, the IRS orSecretary of the Treasury ), and Parent and each of its subsidiaries haveperformed all obligations required to be performed by them under, are not in anymaterial respect in default under or violation of, and have no knowledge of anydefault or violation by any other party to, any of Parent Employee Plans ; ( iii)each Parent Employee Plan intended to qualify under Section 401(a ) of the Codeand each trust intended to qualify under Section 501(a ) of the Code is thesubject of a favorable determination letter ( or where no determination letter isrequired, a favorable opinion letter ) from the IRS, and nothing has occurredwhich may reasonably be expected to impair such determination ; ( iv ) allcontributions required to be made to any Parent Employee Plan pursuant toSection 412 of the Code, or the terms of Parent Employee Plan or any collectivebargaining agreement, have been made on or before their due dates ; ( v ) withrespect to each Parent Employee Plan, no within the meaningof Section 4043 of ERISA ( excluding any such event for which the 30 - day noticerequirement has been waived under the regulations to Section 4043 of ERISA ) norany event described in Section 4062, 4063 or 4041 of ERISA has occurred ; ( vi ) noParent Employee Plan will cause or be reasonably expected to cause any liabilityunder Title IV of ERISA ( other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in theordinary course ) ; ( vii ) Parent has not incurred, nor reasonably expects toincur, any liability under Title IV of ERISA ( other than liability for premiumpayments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course ), and no Parent Employee subject to Title IV ofERISA has terminated within the past six years ; and ( viii ) neither Parent norany < PAGE > member of its controlled group ( within the meaning of Section 414(b ) or 414(c)of the Code ) has ever contributed or had any obligation to a or a within the meaning of Sections3(37)(A ) or 3(40)(A ) of ERISA