definiens: ( within the meaning of Section 5000(b)(1 ) of the Code)has been operated in compliance in all material respects with all Law applicable to such plan, its terms, and with the grouphealth plan continuation coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA ( ), Section 4980D of the Code and Sections 701 through 707 of ERISA, Title XXII of the Public HealthService Act and the provisions of the Social Security Act, to the extent such requirements are applicable . No CompanyEmployee Plan or written or oral agreement exists which obligates the Company or any ERISA Affiliate to provide health carecoverage, medical, surgical, hospitalization, death or similar benefits ( whether or not insured ) to any employee, formeremployee or director of the Company or any ERISA Affiliate following such employee ’s, former employee ’s or director’stermination of employment with the Company or any ERISA Affiliate, including, but not limited to, retiree medical, health orlife benefits, other than COBRA Coverage or other similar applicable Law