definiens: within the meaning of Section 4975 of the Code or Sections 406 and407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Merger Partner Plansubject to ERISA or Section 4975 of the Code . There are no claims or Legal Proceedings pending, or, to the Knowledge ofMerger Partner, threatened or reasonably anticipated ( other than routine claims for benefits ), against any Merger Partner Planor against the assets of any Merger Partner Plan . Each Merger Partner Plan ( other than any Merger Partner Plan to beterminated prior to the Closing in accordance with this Agreement ) can be amended, terminated or otherwise discontinuedafter the Closing in accordance with its terms, without liability to DPI, any DPI Subsidiary, Merger Partner or the SurvivingCorporation ( other than ordinary administration expenses ) . There are no audits, inquiries or Legal Proceedings pending or, tothe Knowledge of Merger Partner, threatened by any Governmental Body with respect to any Merger Partner Plan . MergerPartner has never incurred any penalty or tax with respect to any Merger Partner Plan under Section 502(i ) of ERISA orSections 4975 through 4980 of the Code . Merger Partner has made all contributions and other payments required by and dueunder the terms of each Merger Partner Plan