definiens: within the meaning ofSection 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Benefit Plan . There are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated ( other than routine claims for benefits ) againstany Company Employee Benefit Plan or against the assets of any Company Employee Benefit Plan . Each CompanyEmployee Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordancewith its terms, without liability to Parent, the Company or any of its ERISA Affiliates ( other than ordinaryadministration expenses ) . There are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Entity with respect to any Company Employee Benefit Plan