definiens: ( as such termis defined in Section 406 of ERISA or Section 4975 of the Code ) to which Section 406 of ERISA or Section 4975of the Code applies and which could subject the Company, any-68- ERISA Affiliate or any Company Benefit Plan or trustee, administrator or other third - party fiduciary and/or party - in - interest thereof to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code, ( E ) eachCompany Benefit Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordancewith its terms, without any material Liability except for benefits accrued through the date of such amendment, termination or discontinuance, ( F ) no suit, administrative proceeding, action or other litigation has been brought, orto the Knowledge of the Company is threatened, against or with respect to any such Company Benefit Plan, anyfiduciaries thereof with respect to their duties to the Company Benefit Plans or the Assets of any of the trusts underany of the Company Benefit Plans, including any audit or inquiry by the IRS, the United States Department ofLabor, the United States Pension Benefit Guaranty Corporation, or the United States Department of Health andHuman Services that would reasonably be expected to result in any material Liability, ( G ) none of the Assets of theCompany or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any Lien arisingunder Section 302 of ERISA or Section 412(n ) of the Code, ( H ) all Tax, annual reporting and other governmentalfilings required by ERISA and the Code have been timely filed with the appropriate Governmental Entity and allmaterial notices and disclosures required under applicable Law have been timely provided to participants, ( I ) allcontributions and payments to such Company Benefit Plan with regard to US - based employees are deductible underCode Sections 162 or 404 and ( J ) no Assets of any Company Benefit Plan are subject to a material amount of Tax asunrelated business taxable income under Section 511 of the Code