Each Acquired Company has performed all material obligations required to be performed by it under each Acquired Company Employee Plan and is not in material default or violation of, and no Acquired Company has Knowledge of any material default or violation by any other party to, the terms of any Acquired Company Employee Plan. Each of the Acquired Company Employee Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including the applicable tax qualification requirements under the Code. All contributions to, and material payments from, any Acquired Company Employee Plan which may have been required to be made in accordance with the terms of such Acquired Company Employee Plan or applicable Legal Requirements have been made. Each Acquired Company Employee Plan can be amended, terminated or otherwise discontinued after the date of this Agreement, without material liability to any of the Acquired Companies or Parent (other than accrued benefits, ordinary administration expenses, and expenses related to the termination). There are no audits (with the exception of routine compliance audits), inquiries or Legal Proceedings pending or, to the Knowledge of the Company, threatened, by any Governmental Authority with respect to any Acquired Company Employee Plan.