definiens: within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwiseexempt under Section 408 of ERISA, has occurred with respect to any Company Plan that would reasonably be expected toresult in any material liability . There are no current actions, suits or claims pending, or, to the Company ’s Knowledge, threatenedin writing ( other than routine claims for benefits ) against any Company Plan or against the assets of any Company Plan . Thereare no material audits, inquiries or proceedings pending or, to the Company ’s Knowledge, threatened in writing by anyGovernmental Authority with respect to any Company Plan . Neither the Group nor any ERISA Affiliate is subject to any penalty orTax with respect to any Company Plan under Section 502(i ) of ERISA or Sections 4975 through 4980 of the Code . The Groupand each ERISA Affiliate have timely made or otherwise provided for all contributions and other payments required by and dueunder the terms of each Company Plan . Each Company Plan can be amended, terminated or otherwise discontinued after theEffective Time in accordance with its terms, without liability to Parent, the Group or any ERISA Affiliate ( other than ordinaryadministration expenses )