definiens: ( within the meaning of Code Section 5000(b)(1 ) ) has beenoperated in compliance in all material respects with the group health plan continuation coverage requirements ofSection 4980B of the Code and Sections 601 through 608 of ERISA ( ), Section 4980D of the Code andSections 701 through 713 of ERISA, Title XXII of the Public Health Service Act and the provisions of the Social Security Act, as amended, to the extent such requirements are applicable . No Employee Plan or other written or oral agreement exists whichobligates the Company to provide health care coverage or medical, surgical, hospitalization, death or similar benefits(whether or not insured ) to any current or former employee, director or consultant of the Company following such current orformer employee ’s, director ’s or consultant ’s termination of employment, service or consultancy with the Company, otherthan COBRA Coverage or similar state law coverage