definiens: within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA ( or any administrative class exemption issued thereunder ), has occurred with respect to any Employee Plan ; ( iv ) there are no actions, suits or claims pending, or, to the knowledge of the Sellers, threatened or reasonably anticipated ( other than routine claims for benefits ) against any Employee Plan or against the assets of any Employee Plan ; ( v ) each Employee Plan ( other than any stock option plan ) can be amended, terminated or otherwise discontinued after the Closing Date, without material liability to the Purchaser, or the US Subsidiary or any of its Affiliates ( other than ordinary administration expenses ) ; ( vi ) there are no audits, inquiries or proceedings pending or, to the knowledge of the US Subsidiary or any Affiliates, threatened by the IRS or DOL with respect to any Employee Plan ; and ( vii ) neither the US Subsidiary nor any Affiliate is subject to any penalty or tax with respect to any Employee Plan under Section 502(i ) of ERISA or Sections 4975 through 4980 of the Code