definiens: within the meaning of Section 3(37 ) of ERISA(each, a ) and Non U.S. Benefit Plans, ( collectively, ), have beenestablished, maintained and operated in compliance with their terms, ERISA, the Code and all otherapplicable Laws and each U.S. Benefit Plan that is intended to qualify under Section 401 of the Code hasreceived a favorable determination letter from the Internal Revenue Service or may rely on a favorableopinion letter issued by the Internal Revenue Service and, to the Knowledge of the Company, nothing hasoccurred since the date of such letter that has or is likely to adversely affect such qualification ; 20(B ) neither the Company nor any of its Subsidiaries has engaged in a transaction that, assuming thetaxable period of such transaction expired as of the Original Date, could subject the Company or anySubsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i ) of ERISA or anyother similar provision of non - U.S. Law;(C ) neither the Company nor any of its Subsidiaries has or is expected to incur any liability under TitleIV of ERISA with respect to any, within the meaning of Section 4001(a)(15 ) ofERISA, any Multiemployer Plan or any, within the meaning of Section 4063/4064of ERISA or section 413(c ) of the Code, in each case currently or formerly maintained or contributed to byany of them or any other entity which is considered one employer with the Company under Section 4001 ofERISA or Section 414 of the Code ( an ; ( D ) the Company and its Subsidiaries do not have any unsatisfied withdrawal liability with respect to aMultiemployer Plan under Subtitle E of Title IV of ERISA;(E ) all Non - U.S. Benefit Plans have been established, maintained and operated in compliance with theirterms and all applicable Laws and each Non - U.S. Benefit Plan intended to qualify for favorable tax treatmentoutside the United States is so qualified ; and(F ) All Non - U.S. Benefit Plans are listed in Section 5.1(h)(ii)(F ) of the Company Disclosure Letter . TheCompany has made available true and complete summaries of all material Non - U.S. Benefit Plans