definiens: ( assuch term is defined in Section 3(37 ) of ERISA ) or a plan that has two ( 2 ) or more contributing sponsors at least two(2 ) of whom are not under common control, within the meaning of Section 4063 of ERISA ; ( vi ) all contributions or otheramounts payable by the Company or its Subsidiaries as of the Effective Time pursuant to each Company BenefitPlan in respect of current or prior plan years have been timely paid or, to the extent not yet due, have been accrued inaccordance with GAAP or applicable international accounting standards ; ( vii ) neither the Company nor any CompanySubsidiary has engaged in a transaction in connection with which the Company or its Subsidiaries could be subject toeither a civil penalty assessed pursuant to Section 409 or 502(i ) of ERISA or a Tax imposed pursuant to Section 4975or 4976 of the Code ; and ( viii ) there are no pending, or to the knowledge of the Company, threatened or anticipatedclaims, actions, investigations or audits ( other than routine claims for benefits ) by, on behalf of or against any of theCompany Benefit Plans or any trusts related thereto that would result in a material liability