definiens: as such term isdefined in Section 406 of ERISA or Section 4975 of the Code and, to the Company ’s knowledge, no other third - party fiduciary and/or party - in - interest has engaged in any such with respect to anyCompany Employee Plan . Neither the Company nor any ERISA Affiliate is subject to any liability or penalty underSections 4976 through 4980 of the Code or Title I of ERISA with respect to any Company Employee Plan . Allcontributions required to be made by the Company or any ERISA Affiliate to any Company Employee Plan havebeen timely paid and accrued on the Company Balance Sheet, if required under GAAP . With respect to eachCompany Employee Plan, no within the meaning of Section 4043 of ERISA ( excluding any suchevent for which the thirty ( 30 ) day notice requirement has been waived under the regulations to Section 4043 ofERISA ) has occurred, and no event described in Section 4062, 4063 or 4041 of ERISA has occurred . Each CompanyEmployee Plan subject to ERISA has prepared in good faith and timely filed all requisite governmental reports, which were true and correct in all material respects as of the date filed, and has properly and timely filed anddistributed or posted all notices and reports to employees required to be filed, distributed or posted with respect toeach such Company Employee Plan unless the failure to do so is not material . No suit, administrative proceeding or 34action has been brought or, to the knowledge of the Company, is overtly threatened in communication with theCompany, against or with respect to any such Company Employee Plan, except for routine claims for benefits, including any audit or inquiry by the Internal Revenue Service, the United States Department of Labor, the UnitedStates Pension Benefit Guaranty Corporation, or the United States Department of Health and Human Services . Therehas been no amendment to, or written interpretation or announcement by, the Company or any ERISA Affiliateregarding any Company Employee Plan that would materially increase the expense of maintaining such CompanyEmployee Plan above the level of expense incurred with respect to that Plan for the fiscal year ended September 30,2005 . None of the Assets of the Company or any ERISA Affiliate is, or may reasonably be expected to become, thesubject of any Lien arising under Section 302 of ERISA or Section 412(n ) of the Code . All contributions andpayments to Company Employee Plans are deductible under Section 162 or 404 of the Code . No assets of anyCompany Employee Plan are subject to a material amount of Tax as unrelated business taxable income underSection 511 of the Code, and no excise Tax could be imposed upon the Company under Chapter 43 of the Code