definiens: within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and nototherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan . There are noactions, suits or claims pending or, to the Knowledge of the Company, threatened ( other than routine claims for benefits)against any Company Employee Plan or against the assets of any Company Employee Plan . Each Company Employee Plancan be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liabilityto Parent, the Company or any ERISA Affiliate ( other than ordinary administration expenses ) . There are no audits, inquiries orproceedings pending or, to the Knowledge of the Company or any ERISA Affiliates, threatened by the IRS, DOL, or any otherGovernmental Entity with respect to any Company Employee Plan . Neither the Company nor any ERISA Affiliate is subjectto any penalty or Tax with respect to any Company Employee Plan under Section 502(i ) of ERISA or Sections 4975 through4980 of the Code . The Company and its Subsidiaries have timely made all contributions and other payments required by anddue under the terms of each Company Employee Plan