definiens: ( ( defined as any organization which is amember of a controlled group of organizations within the meaning of CodeSections 414(b ), ( c ), ( m ) or ( o ) ), to any material tax, fine or penalty imposedby ERISA, the Code or other applicable laws, rules and regulations ( includingthe applicable laws, rules and regulations of any foreign jurisdiction ) . Allinsurance premiums required to be paid and all contributions required to be madeunder the terms of any Company Plan, the Code, ERISA or other applicable laws, rules and regulations ( including the applicable laws, rules and regulations ofany foreign jurisdiction ) as of the Effective Time have been or will be timelypaid or made prior thereto and adequate reserves have been provided for on theCompany 's balance sheet for any premiums ( or portions thereof ) and for allbenefits attributable to service on or prior to the Effective Time . For eachCompany Plan with respect to which a Form 5500 has been filed, no materialchange has occurred with respect to the matters covered by the most recent Formsince the date thereof . No Company Plan provides for an increase in benefits onor after the Effective Time