Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, is not in any material respect in default or violation of, and has no Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been, in all material respects, established and maintained in accordance with its terms and in compliance with all applicable Laws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or the Company (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened, by the IRS, DOL, or any other Governmental Authority with respect to any Company Employee Plan. To the Company’s Knowledge, neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, is not in any material respect in default or violation of, and has have no Knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance with its terms and in compliance in all material respects with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect as to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Planunder, and to the Company’s Knowledge, it is not in any material respect in default or violation of, and and, as of the date hereof, the Company has no Knowledge of any material default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Companyletter, if applicable) with respect as to its qualified status under the Code, and there has been no event, condition or circumstance that that is reasonably likely to adversely change such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or the Company (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither the The Company nor any ERISA Affiliate is not subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee PlanPlan except where such failure to make timely contributions is not reasonably expected to result in material liability to the Company.

Employee Plan Compliance. The Company and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, is are not in any material respect in default or violation of, and has no Knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been, been established and maintained in all material respects, established and maintained respects in accordance with its terms and in compliance with all applicable Laws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or the Company (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending orpending, or to the Knowledge of the Company, threatened, threatened by the IRS, DOL, or any other Governmental Authority with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all material contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, is Benefit Arrangement and the Company does not in any material respect in default or violation of, and has no have Knowledge of any material default or violation by any other party to, each to any Company Employee Plan, Benefit Arrangement. Each Company Benefit Arrangement has been established and each Company Employee Plan has been, maintained in all material respects, established and maintained respects in accordance with its terms and in compliance with all applicable Laws, statutes, orders, rules and regulations, including ERISA or and the Code. Any Company Employee Plan Benefit Arrangement intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to its qualified status under the CodeCode and to the Knowledge of the Company no events have occurred that could reasonably be expected to cause the loss of such qualification. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee PlanBenefit Arrangement. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan Benefit Arrangement or against the assets of any Company Employee PlanBenefit Arrangement. Each Company Employee Plan Benefit Arrangement that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent or the Company (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee PlanBenefit Arrangement. To the Company’s Knowledge, neither the The Company nor any ERISA Affiliate is not subject to any material penalty or tax Tax with respect to any Company Employee Plan Benefit Arrangement under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, is are not in any material respect in default or violation of, and has have no Knowledge of any default or violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance with its terms and in material compliance with all applicable Laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyCompany or any ERISA Affiliates, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Planunder, is not in any material respect in default or violation of, and has no Knowledge knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance with its terms and in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and any trust intended to qualify under Section 501(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Companyletter, if applicable) with respect as to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending which have been served on the Company or, to the Knowledge knowledge of the Company, otherwise pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or Parent, the Company or any Affiliate (other than accrued benefits and ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the CompanyCompany or any Affiliates, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i402(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company has and its ERISA Affiliates have performed in all material respects all obligations required to be performed by it under each Company Employee Planthem under, is are not in any material respect in default or material violation of, and has have no Knowledge of any default or material violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been, been established and maintained in all material respects, established and maintained respects in accordance with its terms and in compliance with all applicable Laws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actionsClaims pending and served, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (excluding individual award agreements entered into under such plan that require the Employee’s consent to amend or terminate such agreement) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or the Company or any of its ERISA Affiliates (other than ordinary notice and administration requirements and expenses). There are no audits, inquiries or proceedings pending and served or, to the Knowledge of the CompanyCompany or any ERISA Affiliate, threatened, threatened by the IRS, DOL, the United States Department of Labor or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has and each ERISA Affiliate have timely made or accrued all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company and each ERISA Affiliate has performed in all material respects all obligations required to be performed by it under each Company Employee Planthem under, is not in any material respect in default or violation of, and has no and, to the Knowledge of any the Company, there has been no default or violation by any other party to, each any Company Employee Plan. Except as set forth on Section 2.22(e) of the Disclosure Schedule, and each Company Employee Plan has been, been established and maintained in all material respects, established and maintained respects in accordance with its terms and in material compliance with all applicable Laws, statutes, ordersOrders, rules and regulations, including ERISA or and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Companyletter, if applicable) with respect as to its qualified status under the CodeCode and, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect its tax-qualified status. No Except as set forth on Section 2.22(e) of the Disclosure Schedule, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 Sections 4975(c)(2) and 4975(d) of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent or Parent, the Company (other than ordinary administration expenses)or any ERISA Affiliate. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened, threatened by the IRS, DOL, DOL or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Knowledge of the Company’s Knowledge, neither the Company nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Except as set forth on Section 2.22(e) of the Disclosure Schedule, the Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company and each Subsidiary of the Company has performed in all material respects all obligations required to be performed by it under each Company Employee Planunder, is not in any material respect in default or violation of, and and, as of the date hereof, has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance in all material respects with its terms and in material compliance with all applicable Laws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable IRS determination letter (or opinion letter valid as to the Companyletter, if applicable) with respect as to its qualified status under the Code, and, to the Knowledge of the Company, there has been no event or condition that has adversely affected or could reasonably be expected to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims Legal Proceedings pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or the Company (other than ordinary administration expenses). There are no audits, inquiries or proceedings Legal Proceeding pending or, or to the Knowledge of the Company, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither the The Company nor any ERISA Affiliate is and its Subsidiaries are not subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely and its Subsidiaries have made all contributions and other payments required by and due on or prior to date hereof under the terms of each Company Employee Plan.

Employee Plan Compliance. The Except as would not have a material adverse effect on the Company, the Company has and ERISA Affiliates have performed in all material respects all obligations required to be performed by it under each Company Employee Planthem under, is and are in compliance with, the requirements prescribed by any and all applicable statutory or regulatory Legal Requirements, are not in any material respect in default or violation of, and the Company has no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance with its terms and in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including ERISA or and the Code. Any The Company has no liability under, and no Company Employee Plan is or has ever been, a plan or arrangement that is, or intended to be be, qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to its qualified status under the Code. No “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, or threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent or the Company (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company's Knowledge, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any material penalty or tax Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has and ERISA Affiliates have timely made (or will make) all contributions and other payments required by and due under the terms of each Company Employee PlanPlan and/or pursuant to applicable Legal Requirements as of the Closing Date.

Employee Plan Compliance. The Company and each of its Subsidiaries has performed performed, in all material respects respects, all obligations required to be performed by it under each Company Employee Planunder, is not in any material respect in default or violation of, and has no the Company does not have Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has beenbeen established and maintained, in all material respects, established and maintained in accordance with its terms and in compliance with all applicable Laws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Companyletter, if applicable) with respect as to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent Parent, the Company, any of its Subsidiaries or the Company any ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company’s Knowledge, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To Neither the Company’s Knowledge, neither the Company any of its Subsidiaries nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Planthem under, is not in any material respect in default or violation of, and has the Shareholders have no Knowledge of any default or violation by any other party to, each any Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance with its terms and in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to, ERISA or the CodeCode when applicable. Any Company Employee Plan intended to be qualified under Section 401(a) To the Knowledge of the Code has obtained a favorable determination letter (or opinion letter valid as to the CompanyShareholders, if applicable) with respect to its qualified status under the Code. No no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the CompanyShareholders, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing Date in accordance with its terms, without liability to Parent or Buyer, the Company or any ERISA Affiliate (other than ordinary administration expenses)) subject to compliance with applicable law. There are no audits, inquiries or proceedings pending or, or to the Knowledge of the CompanyShareholders or any ERISA Affiliates, threatened, threatened by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.

Employee Plan Compliance. The Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, is not in any material respect in default or material violation of, and has no Knowledge of any material default or material violation by any other party to, to each Company Employee Plan, and each Company Employee Plan has been, in all material respects, been established and maintained in accordance in all material respects with its terms and in compliance in all material respects with all applicable Lawslaws, statutes, orders, rules and regulations, including ERISA or the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter valid as to the Company, if applicable) with respect to all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 as to its qualified status under the Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending or, to the Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability Liability to Parent or Parent, the Company or any ERISA Affiliate (other than ordinary administration expenses). There are no The Company has not received notice of and is not otherwise aware of any audits, inquiries or proceedings pending or, to or threatened against the Knowledge of the Company, threatenedCompany or any ERISA Affiliates, by the IRS, DOL, or any other Governmental Authority Entity with respect to any Company Employee Plan. To the Company’s Knowledge, neither Neither the Company nor any ERISA Affiliate is subject to any material penalty or material tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. The Company has timely made all contributions and other payments required by and due under the terms of each Company Employee Plan.