definiens: ( within the meaning of section 4975 of the Code or section 406 ofERISA ) or breach of any fiduciary duty described in section 404 of ERISA that could, if successful, result in anyliability, direct or indirect, for the Company or, to the Knowledge of the Company, any stockholder, officer, director oremployee of the Company, except for instances of noncompliance that would not have, individually or in the aggregate, a Material Adverse Effect on the Company . There are no pending or threatened claims by or on behalf of any CompanyPlan, or by or on behalf of any participants or beneficiaries of any Company Benefit Plans under ERISA or applicableLaw, or claiming benefit payments other than those made in the ordinary operation of such plans . No Company Plan ispresently under investigation, audit or examination by any Governmental Entity, and no matters are pending withrespect to any Company Plan under any IRS program