definiens: , within the meaning ofSection 4975 of the Code or Section 406 of ERISA, has occurred with respect toany Company Employee Plan ; ( iii ) there are no actions, suits or claims pending, or, to the knowledge of Company, threatened or anticipated ( other than routineclaims for benefits ) against any Company Employee Plan or against the assets ofany Company Employee Plan ; and ( iv ) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance withits terms, without liability to Company, Parent or any of its Affiliates ( otherthan ordinary administration expenses typically incurred in a terminationevent ) ; ( v ) there are no inquiries or proceedings pending or, to the knowledgeof Company or any Affiliates, threatened by the IRS or DOL with respect to anyCompany Employee Plan ; and ( vi ) neither Company nor any Affiliate is subject toany penalty or tax with respect to any Company Employee Plan under Sections 4975through 4980 of the Code