Common use of Employee Plan Compliance Clause in Contracts

Employee Plan Compliance. The Company has performed all ------------------------ obligations required to be performed by it under, is not 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 established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or 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 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 any of the Principal Stockholders, 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, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of Principal Stockholders, or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither the Company nor any 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.

Employee Plan Compliance. The Company (i) C1 has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to under each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code. No ; (ii) each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter with respect to each such Employee Plan from the IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination; (iii) to the Knowledge of C1, no non- exempt "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and or 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iv) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of the Principal StockholdersC1, 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, the Surviving Corporation, the Company or any Affiliate ; (other than ordinary administration expenses). There v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of Principal Stockholders, or any AffiliatesC1, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither the Company ; and (vi) neither C1 nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. The Company Except as set forth on Schedule 3.23(d), (i) ClickOver has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to under each Company ClickOver Employee Plan, and each Company ClickOver Employee Plan has been established and maintained in all materials respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company ClickOver Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of the Principal StockholdersClickOver, threatened or reasonably anticipated (other than routine claims for benefits) against any Company ClickOver Employee Plan or against the assets of any Company ClickOver Employee Plan. Each Company ; (iv) each ClickOver Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to ParentClickOver, the Surviving Corporation, the Company Focalink or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of Principal Stockholders, or any AffiliatesClickOver, threatened by the IRS or DOL with respect to any Company ClickOver Employee Plan. Neither the Company nor any Affiliate ; and (vi) ClickOver is not subject to any penalty or tax with respect to any Company ClickOver Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has the Company and Shareholders have no Knowledge knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in substantial compliance with all applicable laws, statutes, orders, rules and regulations, including including, but not limited to to, ERISA or the Code. No ; (ii) 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 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company pending or threatened nor is there any of the Principal Stockholders, threatened or reasonably anticipated basis therefor (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company ; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without liability to Parent, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of Principal Stockholders, or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any 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.

Employee Plan Compliance. The Company (i) VEO has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to under each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or and the Code. No ; (ii) each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter with respect to each such Employee Plan from the IRS or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination; (iii) to the Knowledge of VEO, no non-exempt "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and or 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iv) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of VEO and the Principal StockholdersShareholders, 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, the Surviving Corporation, the Company or any Affiliate ; (other than ordinary administration expenses). There v) there are no audits, inquiries or proceedings pending or, to the Knowledge of VEO, the Company or any of Principal Stockholders, Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither the Company ; and (vi) neither VEO nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. The Company (i) Seller and each Insignia Subsidiary has performed all ------------------------ obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to under each Company Seller Employee Plan, Plan and each Company Seller Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaw, including but not limited to ERISA or and the Code. No ; (ii) no non-exempt "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Seller Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of the Principal StockholdersSeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Seller Employee Plan or fiduciary thereto or against the assets of any Company Seller 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, the Surviving Corporation, the Company or any Affiliate ; (other than ordinary administration expenses). There iv) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of Principal Stockholders, or any AffiliatesSeller, threatened by the IRS or DOL with respect to any Company Seller Employee Plan. Neither the Company ; (v) neither Seller nor any of the Insignia Subsidiaries nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Seller Employee Plan under Section 502(i501(i) of ERISA or Sections Section 4975 through 4980 4980D of the CodeCode and (vi) no Seller Employee Plan is sponsored or maintained by any Co-Employer.

Employee Plan Compliance. (i) The Company has performed all ------------------------ obligations required to be performed by it under, is not in default or violation of, and has no Knowledge knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) 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 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company or any of the Principal StockholdersShareholders, 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 ; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company or any of the Principal Stockholders, Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any 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.

Employee Plan Compliance. The Company (i) Seller has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to under each Company Seller Employee Plan, Plan and each Company Seller Employee Plan has been established and maintained in all material respects 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. No ; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Seller Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company or any of the Principal StockholdersSeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Seller Employee Plan or against the assets of any Company Seller Employee Plan. Each Company ; (iv) except as described in Schedule 2.30(d), each Seller Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to ParentSeller, the Surviving Corporation, the Company Buyer or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company Seller or any of Principal Stockholders, or any Affiliatesaffiliates, threatened by the IRS or DOL the U.S. Department of Labor with respect to any Company Seller Employee Plan. Neither the Company ; and (vi) neither Seller nor any Affiliate is subject to any penalty or tax with respect to any Company Seller Employee Plan under Section 502(i402(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. (i) The Company has performed all ------------------------ material obligations required to be performed by it under, is not in default or violation of, and has no Knowledge knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and in substantial compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) to the knowledge of the Company, 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 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company or any of the Principal StockholdersCompany, 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 ; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration and termination expenses). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company or any of Principal Stockholders, or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any 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.

Employee Plan Compliance. The (i) To the Company's knowledge, the Company has performed all ------------------------ obligations required to be performed by it under, is not 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 established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) 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 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of the Principal StockholdersShareholders, 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 ; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of the Principal Stockholders, Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any 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.

Employee Plan Compliance. (i) The Company has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) 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 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company or any of the Principal StockholdersCompany, 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 ; (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company or any of Principal Stockholders, or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any 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.

Employee Plan Compliance. The Except as set forth on Schedule ------------------------ 2.21(d), (i) the Company has performed in all ------------------------ material respects all obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to under each Company Employee Plan, Plan and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) no "prohibited transaction," ", within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There Plan subject to Section 4975 of the Code or Section 406 of ERISA, unless an applicable exemption was available subject to Section 4975 of the Code or Section 406 of ERISA; (iii) there are no actions, suits or claims pending, or, to the Knowledge knowledge of the Company or any of the Principal StockholdersCompany, 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 ; (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parentthe Company, the Surviving Corporation, the Company Acquiror or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company or any of Principal Stockholders, or any Affiliatesaffiliates, threatened by the IRS or DOL Department of Labor with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. The Company (i) Seller and each Insignia Subsidiary has performed all ------------------------ obligations required to be performed by it under, is not in default or violation of, and has no Knowledge of any default or violation by any other party to under each Company Seller Employee Plan, Plan and each Company Seller Employee Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaw, including but not limited to ERISA or and the Code. No "; (ii) no non-exempt “prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Seller Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of the Principal StockholdersSeller, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Seller Employee Plan or fiduciary thereto or against the assets of any Company Seller 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, the Surviving Corporation, the Company or any Affiliate ; (other than ordinary administration expenses). There iv) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of Principal Stockholders, or any AffiliatesSeller, threatened by the IRS or DOL with respect to any Company Seller Employee Plan. Neither the Company ; (v) neither Seller nor any of the Insignia Subsidiaries nor any ERISA Affiliate is subject to any penalty or tax Tax with respect to any Company Seller Employee Plan under Section 502(i501(i) of ERISA or Sections Section 4975 through 4980 4980D of the CodeCode and (vi) no Seller Employee Plan is sponsored or maintained by any Co-Employer.

Employee Plan Compliance. (i) The Company has performed all ------------------------ obligations required to be performed by it under, is not 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 established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) 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 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of the Principal StockholdersShareholders, 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 ; (iv) each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of the Principal Stockholders, Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any 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.

Employee Plan Compliance. The (i) the Company has performed all ------------------------ obligations required to be performed by it underunder each Company Employee Plan, is not in default or violation of, and has no Knowledge of any default or of violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. No ; (ii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections Section 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There ; (iii) there are no actions, suits or claims pending, or, to the Knowledge of the Company or any of the Principal StockholdersCompany, 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 ; and (iv) each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parentthe Company, the Surviving Corporation, the Company Parent or any Affiliate of its Affiliates (other than ordinary administration expensesexpenses typically incurred in a termination event). There ; (v) there are no audits, inquiries or proceedings pending or, to the Knowledge of the Company or any of Principal Stockholders, or any Affiliatesaffiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither ; and (vi) neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections Section 4975 through 4980 of the Code.

Employee Plan Compliance. The Company has performed all ------------------------ ------------------------- obligations required to be performed by it under, is not 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 established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or 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 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, or, or to the Knowledge of the Company or any of and the Principal Stockholders, Shareholders 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, the Surviving Corporation, the Company or any Affiliate (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, or to the Knowledge of the Company or any of and the Principal Stockholders, Shareholders or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither the Company nor any 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.