definiens: within the meaningof Section 4975 of the Code or Sections 406 and 407 of ERISA, that is not otherwise exempt under Section 408 of ERISA, hasoccurred with respect to any Company Employee Plan . There are no claims or Legal Proceedings pending, or, to theKnowledge of the Company, threatened or reasonably anticipated ( other than routine claims for benefits ), against anyCompany Employee Plan or against the assets of any Company Employee Plan . Each Company Employee Plan can beamended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, anyof the Acquired Corporations 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 the Company, threatened by the IRS, the DOL, or any other Governmental Body with respect to any Company Employee Plan or CompanyEmployee Agreement . No Acquired Corporation, and no Company Affiliate, has ever incurred any penalty or tax with respectto any Company Employee Plan under Section 502(i ) of ERISA, under Sections 4975 through 4980 of the Code or under anyother applicable Legal Requirement . Each of the Acquired Corporations and Company Affiliates has timely made allcontributions and other payments required by and due under the terms of each Company Employee Plan and CompanyEmployee Agreement