definiens: within the meaning of Section 4975 of the Code orSections 406 and 407 of ERISA, that is not otherwise exempt under Section 408 of ERISA, has occurred with respectto any Company Employee Plan . There are no claims or Legal Proceedings pending, or, to the Knowledge of theCompany, threatened or reasonably anticipated ( other than routine claims for benefits ), against any CompanyEmployee Plan or against the assets of any Company Employee Plan . Each Company Employee Plan ( other thanany Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement ) can beamended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability toParent, the Company or any Company Affiliate ( other than ordinary administration expenses ), subject to applicableLegal Requirements . There are no audits, inquiries or Legal Proceedings pending or, to the Knowledge of theCompany, threatened by the IRS, the United States Department of Labor, or any other Governmental Body withrespect to any Company Employee Plan . Neither the Company nor any Company Affiliate, has ever incurred anypenalty or tax with respect to any Company Employee Plan under Section 502(i ) of ERISA, under Sections 4975through 4980 of the Code or under any other applicable Legal Requirement . The Company and Company Affiliateshave timely made all contributions and other payments required by and due under the terms of each CompanyEmployee Plan, and have accrued liabilities for any contributions due after the Closing Date . No Company EmployeeAgreement and no Company Employee Plan can reasonably be expected to result in gross income inclusion pursuantto Section 409A(a)(1)(A ) of the Code after the Effective Time