definiens: ( as such term isdefined in Section 3(37 ) of ERISA ) or a plan that has two or more contributing sponsorsat least two of whom are not under common control, within the meaning of Section 4063of ERISA ; ( D ) all contributions or other amounts payable by [COMPANY] or its Subsidiaries as ofthe Effective Time pursuant to each [COMPANY] Benefit Plan in respect of current or prior planyears have been timely paid or accrued as a liability on the most recent financialstatements contained in the [COMPANY] SEC Documents ; ( E ) neither [COMPANY] nor any of itsSubsidiaries has engaged in a transaction in connection with which [COMPANY] or itsSubsidiaries could be subject to either a civil penalty assessed pursuant to Section 409 or502(i ) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code ; ( F ) thereare no pending, or to the knowledge of [COMPANY], threatened or anticipated claims, actions, investigations or audits ( other than routine claims for benefits ) by, on behalf of or againstany of the [COMPANY] Benefit Plans or any trusts related thereto that would result in a materialliability ; ( G ) no International [COMPANY] Benefit Plan which is a defined benefit occupationalpension scheme within the meaning of the Pensions Act is underfunded and the operationthereof by the trustees thereof prior to the date of this Agreement would not, to theknowledge of [COMPANY], give rise to a material liability for [COMPANY] ; ( H ) the terms by which anyparticipating employer has, at any time, adhered to any International [COMPANY] Benefit Schemewhich is a defined benefit or defined contribution pension scheme would not to theknowledge of [COMPANY], give rise to a material liability for [COMPANY] otherwise than in accordancewith the standard terms of such International [COMPANY] Benefit Plan as provided for in thegoverning documentation of such International [COMPANY] Benefit Plan which are set out in theElan Disclosure Schedule and ( I ) no participating employer has, at any time, entered intoany deed of cessation or analogous document in respect of any International [COMPANY] BenefitPlan, which is a defined benefit or defined contribution pension scheme would to theknowledge of [COMPANY], give rise to a material liability for [COMPANY]