definiens: within themeaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 ofERISA, has occurred with respect to any Plan subject to ERISA or Section 4975 of the Code . There are no claims or LegalProceedings pending, or, to the Knowledge of Seller, threatened or reasonably anticipated ( other than routine claims forbenefits ), against any Plan or against the assets of any Plan . Each Plan ( other than any Plan to be terminated prior to theClosing ) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, withoutliability to Purchasers, Seller or any Subsidiary ( other than ordinary administration expenses ) . There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of Seller, threatened by any Governmental Body withrespect to any Plan . Neither Seller nor any Subsidiary has ever incurred any penalty or tax with respect to any Plan underSection 502(i ) of ERISA or Sections 4975 through 4980 of the Code . Seller and each Subsidiary have made allcontributions and other payments required by and due under the terms of each Plan