definiens: within the meaning of Section 4975 of theCode or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred withrespect to any Company Employee Plan, and, to the Company ’s Knowledge, no fiduciary ( within the meaning ofSection 3(21 ) of ERISA ) of any Company Employee Plan subject to Part 4 of Title I of ERISA has committed abreach of fiduciary duty that could subject the Company or any of its Subsidiaries to material liability taken as awhole . Each Employee Plan can be amended, terminated, or otherwise discontinued after the Closing in accordancewith its terms, without liability to the Parent or the Company ( other than ordinary administration expenses ) . There areno Actions pending, or, to the Company ’s Knowledge, threatened ( other than routine claims for benefits ) against anyCompany Employee Plan . All contributions due from the Company with respect to any of the Company EmployeePlans have been made or accrued as required under any applicable Laws and the terms of such Company EmployeePlan, and all premiums due or payable with respect to insurance policies funding any Company Employee Plan forany period through the Closing Date, have been timely made or paid in full, or in each such case have been fullyreflected on the Company Balance Sheet . Neither the Company, any ERISA Affiliate, nor any of the Company’sSubsidiaries is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i ) ofERISA or Sections 4975 through 4980 of the Code