definiens: within the meaning of Section 4975 of the Code or Section s 406 and 407 of ERISA, and not otherwise exempt under Se ction 408 of ERISA, has occurred with respect to an y Company Benefit Plan . There are no claims or Legal Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated ( othe r than routine claims for benefits ), against any Co mpany Benefit Plan or against the Assets of any Company B enefit Plan involving any Company Associate . The participation by the Company in each Company Benefi t Plan ( other than any Company Benefit Plan to be terminated prior to the Closing in accordance with this Agreement ) can be amended, terminated or other wise discontinued after the Closing in accordance with i ts terms, without liability to Acquiror, the Compan y, or any ERISA Affiliate ( other than ordinary administration expenses and any obligations arising from prior op eration of such plan ), subject to applicable Laws . To the know ledge of the Company, there are no audits, inquirie s or Proceedings pending or threatened by the IRS, DOL, or any other Governmental Entity with respect to an y Company Benefit Plan . Neither the Company nor any E RISA Affiliate has ever incurred any penalty or Tax with respect to any Company Benefit Plan under Section 5 02(i ) of ERISA, under Sections 4975 through 4980 of the Code, or under any other applicable Law . No Company Associate is entitled to compensation for any exci se Tax imposed by Section 4999 of the Code