definiens: ) ; no ( as defined in ERISA ) hasoccurred with respect to any ( as defined in ERISA ) for which the Company or any of its subsidiarieswould have any material liability ; neither the Company nor any of its subsidiaries has incurred or expects to incurmaterial liability under ( a ) Title IV of ERISA with respect to termination of, or withdrawal from, any or(b ) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and publishedinterpretations thereunder ( the ) ; and each for which the Company or any of its subsidiarieswould have liability that is intended to be qualified under Section 401(a ) of the Code is so qualified in all materialrespects and to the Knowledge of the Company, nothing has occurred, whether by action or by failure to act, whichwould cause the loss of such qualification