definiens: is an ( as defined under theEmployee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretationsthereunder ( collectively, ) ) that ( i ) is established or maintained by the Company, its Subsidiaries or their ( as defined below ), or ( ii ) provides benefits or compensation to any current or former employee withrespect to their employment or services with the Company, a Subsidiary, or an ERISA Affiliate pursuant to aprofessional employer organization ( PEO ) agreement ( each, a ) ; provided, however, that an employeebenefit plan described in ( ii ) above shall be considered a Benefit Plan only to the extent of the participation of theCompany, Subsidiary, or ERISA Affiliate in that Benefit Plan . Except as otherwise disclosed in the Prospectus, eachBenefit Plan is in compliance in all material respects with ERISA . means, with respect to theCompany or any of its Subsidiaries, any member of any group of organizations described in Sections 414(b ), ( c ), ( m)or ( o ) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder(the ) of which the Company or such Subsidiary is a member . No ( as defined under ERISA)has occurred or is reasonably expected to occur with respect to any Benefit Plan . No Benefit Plan, if such BenefitPlan were terminated, would have any ( as defined under ERISA ) . Neither theCompany, its Subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liabilityunder ( i ) Title IV of ERISA with respect to termination of, or withdrawal from, any or(ii ) Sections 412, 4971, 4975 or 4980B of the Code, in each case except as would not, individually or in the aggregate, have a Material Adverse Change . Each Benefit Plan that is intended to be qualified under Section 401(a ) of the Codeis so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of suchqualification . Notwithstanding anything in this subsection ( ff ) to the contrary, with respect to any representation hereinthat applies to any that is not established or maintained by the Company, a Subsidiary, or anERISA Affiliate, such representation shall be deemed to be made to the Company ’s knowledge