definiens: ( as such term is defined in Sec tion 5000(b)(1 ) of the Code or Section 607(1 ) of ER ISA ) that has not been administered and operated in all respe cts in material compliance with the applicable requ irements of Part 6 of Subtitle B of Title I of ERISA and Sec tion 4980B of the Code or ( ii ) a ( as defined in 45 Code of Federal Regulations Section 1 60.103 ) that has not been administered and operated in all respects in material compliance with the applicable requirements of the Health Insurance Portability a nd Accountability Act of 1996 and the regulations prom ulgated thereunder, and the Company is not subject to any Liability, including additional contributions, fine s, Taxes, penalties or loss of Tax deduction as a r esult of such administration and operation