definiens: withinthe meaning of Section 4975 of the Code and Section 406 of ERISA, with respect to the Company Plans and no such with respect to the Company Plans is reasonably expected to occur as a result of any action or inaction by the Company, any of its Subsidiaries or, to the Company ’s knowledge, any third party ; ( vi ) no Company Plan is under, and neither the Companynor its Subsidiaries has received any notice of, an audit or investigation by the IRS, Department of Labor or any other -18- Governmental Entity, and no such completed audit, if any, has resulted in the imposition of any material Tax or penalty ; ( vii ) noCompany Plan or Foreign Plan provides post - retirement health and welfare benefits to any current or former employee of theCompany or its Subsidiaries, except as required under Section 4980B of the Code, Part 6 of Title I of ERISA or any other applicableLaw ; and ( viii ) there are no loans by the Company or any of its Subsidiaries to any of their respective employees, officers, directorsor other service providers outstanding, and there have never been any loans by the Company or any of its Subsidiaries in violationof Section 402 of Sarbanes - Oxley