definiens: as defined in Section 4975 of the Code and Section 406 of ERISA, and to Issuer ’s Knowledg e, no non - exempt within the mea ning of section 406 of ERISA or section 4975 of the Code, has occurred with respect to any Employee Plan . Nei ther Issuer nor any Subsidiary of Issuer, has or co uld reasonably be expected to have any Liability for Ta xes under Sections 4975 through 4980 or Sections 49 80B through 4980I of the Code or other excise Taxes or penalties with respect to any Employee Plan . No fid uciary ( within the meaning of Section 3(21 ) of ERISA, has breached his, her, or its fiduciary duty with respe ct to an Employee Plan or otherwise has any Liability in con nection with any acts taken ( or failed to be taken ) with respect to the administration or investment of the assets o f any Employee Plan that could reasonably result in material Liability to Issuer or any Employee Plan