definiens: within the meaning of Section3(2 ) of ERISA ( a ) and that is intended to be qualified under Section 401(a ) of the Code has received afavorable determination letter from the Internal Revenue Service ( the ), and the Company is not aware of anycircumstances or events that would be reasonably expected to result in the loss of the qualification of such Pension Plan underSection 401(a ) of the Code . There is no pending or, to the knowledge of the Company, threatened litigation relating to theCompany Benefit Plans . Neither the Company nor any of its Subsidiaries has incurred or reasonably expects to incur a Tax orpenalty imposed by Section 4980F of the Code or Section 502 of ERISA . Neither the Company nor any of its Subsidiaries hasengaged in a transaction with respect to any Company Benefit Plan that, assuming the taxable period of such transactionexpired as of the date hereof, would subject the Company or any of its Subsidiaries to a Tax or penalty imposed by eitherSection 4975 of the Code or Section 502 of ERISA