definiens: within the meaning of Section 4975 of the Code orSections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect toany Company Employee Plan . There are no Actions pending or, to Company ’s or any ERISA Affiliates ’ knowledge, threatened ( other than routine claims for benefits ) against any Company Employee Plan or against the assets of anyCompany Employee Plan . Each Company Employee Plan can be amended, terminated or otherwise discontinued afterthe Effective Time in accordance with its terms, and the act of amending, terminating or discontinuing any CompanyEmployee Plan will not result in any Liability to Parent, Company or any of its ERISA Affiliates ( other than routineadministration expenses incurred with respect to any such amendment, termination or discontinuance ) . There are noaudits, inquiries or proceedings pending or to Company ’s or any of its ERISA Affiliates ’ knowledge threatened by theIRS, DOL, or any other Governmental Entity with respect to any Company Employee Plan