definiens: as suchterm is defined in Section 406 of ERISA and Section 4975 of the Code, withrespect to any Company Employee Plans ; ( ii ) all Company Employee Plans have beenoperated in accordance with their terms and are in compliance in all materialrespects with the requirements prescribed by any and all Laws ( including ERISAand the Code ), currently in effect with respect thereto ( including allapplicable requirements for notification to participants or the Department ofLabor, Pension Benefit Guaranty Corporation ( the ), Internal RevenueService ( the ) or Secretary of the Treasury ), and the Company has performedall obligations required to be performed by it under, is not in any materialrespect in default under or violation of, and has no knowledge of any default orviolation by any other party to, any of the Company Employee Plans ; ( iii ) eachCompany Employee Plan intended to qualify under Section 401(a ) of the Code andeach trust intended to qualify under Section 501(a ) of the Code is the subjectof a favorable determination letter ( or where no determination letter isrequired, a favorable opinion letter ) from the IRS, and nothing has occurredwhich may reasonably be expected to impair such determination ; ( iv ) allcontributions required to be made to any Company Employee Plan pursuant toSection 412 of the Code, or the terms of the Company Employee Plan or anycollective bargaining agreement, have been made on or before their due dates;(v ) with respect to each Company Employee Plan, no within themeaning of Section 4043 of ERISA ( excluding any such event for which the 30 - daynotice requirement has been waived under the regulations to Section 4043 ofERISA ) nor any event described in Section 4062, 4063 or 4041 of ERISA hasoccurred ; ( vi ) no Company Employee Plan will cause or be reasonably expected tocause any liability under Title IV of ERISA ( other than liability for premiumpayments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course ), and no Company Employee subject to Title IV ofERISA has terminated within the past six years ; and ( vii ) neither the Companynor any member of its controlled group ( within the meaning of Section 414(b ) or414(c ) of the Code ) has ever contributed or had any obligation to a or a within the meaning ofSections 3(37)(A ) or 3(40)(A ) of ERISA