definiens: within the meaning of Section 4975 of the Code orSections 406 and 407 of ERISA, that is not 39.otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan . There are no claims orLegal Proceedings pending, or, to the Knowledge of Parent, threatened or reasonably anticipated ( other than routine claimsfor benefits ), against any Parent Employee Plan or against the assets of any Parent Employee Plan . Each Parent Employee Plancan be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to theCompany, any of the Acquiring Corporations or any Parent Affiliate ( other than ordinary administration expenses ), subject toapplicable Legal Requirements . There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Parent, threatened by the IRS, the DOL, or any other Governmental Body with respect to any Parent Employee Plan or ParentEmployee Agreement . No Acquiring Corporation, and no Parent Affiliate, has ever incurred any penalty or tax with respect toany Parent Employee Plan under Section 502(i ) of ERISA, under Sections 4975 through 4980 of the Code or under any otherapplicable Legal Requirement . Each of the Acquiring Corporations and Parent Affiliates have timely made all contributionsand other payments required by and due under the terms of each Parent Employee Plan and Parent Employee Agreement