definiens: within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exemptunder Section 408 of ERISA, has occurred with respect to any DPI Plan subject to ERISA or Section 4975 of the Code . Thereare no claims or Legal Proceedings pending, or, to the Knowledge of DPI, threatened or reasonably anticipated ( other thanroutine claims for benefits ), against any DPI Plan or against the assets of any DPI Plan . Each DPI Plan ( other than any DPIPlan to be terminated prior to the Closing in accordance with this Agreement ) can be amended, terminated or otherwisediscontinued after the Closing in accordance with its terms, without liability to Merger Partner, DPI, any DPI Subsidiary or theSurviving Corporation ( other than ordinary administration expenses ) . There are no audits, inquiries or Legal Proceedingspending or, to the Knowledge of DPI, threatened by any Governmental Body with respect to any DPI Plan . Neither DPI norany DPI Subsidiary has ever incurred any penalty or tax with respect to any DPI Plan under Section 502(i ) of ERISA orSections 4975 through 4980 of the Code . DPI and each DPI Subsidiary have made all contributions and other paymentsrequired by and due under the terms of each DPI Plan