definiens: ( as defined herein ) that SELLER maintains, participates under or is required to contribute to ( i ) each Pension Plan ( as defined herein ) that is intended to be qualified under Section 401 ( a ) of the Internal Revenue Code has received a favorable determination letter or opinion letter, as applicable, from the IRS with respect to its qualified status and with respect to the tax - exempt status of the trust of any such Pension Plan under Section 501(a ) of the Internal Revenue Code or SELLER has adopted a prototype plan the sponsor of which is not the SELLER, and there is no matter pending ( other than determination letter filings ) with respect to any Employee Plan before the IRS, the Department of Labor, the Securities and Exchange Commission, the Pension Benefit Guaranty Corporation or any other federal or provincial government agency ; ( ii ) each Employee Plan, the administrator and fiduciaries of each Employee Plan, and SELLER have complied in all material respects with the applicable requirements of ERISA ( as defined herein ) ( including, but not limited to, the fiduciary responsibilities imposed by Part 4 of Title I, Subtitle B of ERISA ), the 9 Confidential Treatment Requested Internal Revenue Code and any other applicable rules and regulations governing each Employee Plan, except where the failure to do so would not be reasonably expected to have a material adverse effect on the Employee Plan, the administrator and fiduciaries of the Employee Plan, or SELLER ; and ( iii ) each Employee Plan has at all times been administered in all material respects in compliance with its terms and in accordance with all applicable rules and regulations, except where the failure to do so would not be reasonably expected to have a material adverse effect on the Employee Plan . For purposes of this Agreement, the term includes any written pension, retirement, savings, profit - sharing, deferred compensation, disability, medical, dental, health, life, incentive, severance pay, death benefit, group insurance, stock option, stock purchase, bonus, or vacation pay trust, contract, agreement, or policy ( including, without limitation, any pension plan as defined in Section 3(2 ) of the Employee Retirement Income Security Act of 1974, as amended ( ) ( ), and any welfare plan as defined in Section 3(1 ) of ERISA ( », whether or not any of the foregoing is funded or insured, ( 1 ) which provides benefits to Business Employees and ( 2 ) to which SELLER is a party or by which it is bound or which is maintained by any entity that, together with SELLER, would be treated as a single employer under Section 414 of the Internal Revenue Code