definiens: ( ( defined as any organization which is deemed to be asingle employer with the Company within the meaning of Code Sections 414(b ), ( c ), ( m ) or ( o ) orERISA Section 4001 ), to any material Tax, fine or penalty imposed by ERISA, the Code or otherapplicable laws, rules and regulations ( including the applicable laws, rules and regulations ofany foreign jurisdiction ) ; ( G ) all contributions and payments accrued under each Company Plan, determined in accordance with prior funding and accrual practices, as of the Effective Time of theMerger have been or shall be timely paid or made prior thereto and adequate reserves havebeen provided for in the Company 's SEC Financial Statements for any premiums ( or portionsthereof ) and for all benefits attributable to service on or prior to the Effective Time of the Merger;(H ) for each Company Plan with respect to which a Form 5500 has been filed, no materialchange has occurred with respect to the matters covered by the most recent Form 5500 since thedate thereof ; and ( I ) no Company Plan provides for an increase in the rate of contribution, benefitaccrual or vesting of benefits on or after the date of this Agreement