Common use of Absence of Changes in Benefit Plans; ERISA Compliance Clause in Contracts

Absence of Changes in Benefit Plans; ERISA Compliance. (a) Except as disclosed in the Wellsford SEC Documents or in Schedule 2.11 to the Wellsford Disclosure Letter and except as contemplated by this Agreement, since the date of the most recent audited financial statements included in the Wellsford SEC Documents, there has not been any adoption or amendment in any respect by Wellsford or any Wellsford Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Wellsford, any Wellsford Subsidiary, or any person Affiliated with Wellsford under Section 414 (b), (c), (m) or (o) of the Code (collectively, "Wellsford Benefit Plans"). (b) Except as described in the Wellsford SEC Documents or in Schedule 2.11 to the Wellsford Disclosure Letter, (i) all Wellsford Benefit Plans of Wellsford and the Wellsford Subsidiaries, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code, and (ii) neither Wellsford nor any Wellsford Subsidiary has any material liabilities or obligations with respect to any such Wellsford Benefit Plan, whether accrued, contingent or otherwise. Except as set forth in Schedule 2.11 to the Wellsford Disclosure Letter, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Wellsford Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, trustee or director. The only severance agreements or severance policies applicable to employees of Wellsford or any of the Wellsford Subsidiaries are the agreements and policies specifically referred to in Schedule 2.11 to the Wellsford Disclosure Letter and the severance program referred to in Section 5.10(c).

Absence of Changes in Benefit Plans; ERISA Compliance. (ai) Except as disclosed in the Wellsford Vornado SEC Documents or in Schedule 2.11 SCHEDULE 3.1(K)(I) to the Wellsford Vornado Disclosure Letter and except as contemplated permitted by Section 4.2 (for the purpose of this Agreementsentence, as if Section 4.2 had been in effect since December 31, 1995), since the date of the most recent audited financial statements included in the Wellsford SEC DocumentsVornado Financial Statements Date, there has not been any adoption or amendment in any respect by Wellsford Vornado or any Wellsford Vornado Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock share ownership, stock share purchase, stock share option, phantom stockshare, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally bindingbinding or oral or in writing) providing benefits to any current or former employee, officer officer, trustee or director of WellsfordVornado, any Wellsford Vornado Subsidiary, or any person Affiliated Person affiliated with Wellsford Vornado under Section 414 (b), (c), (m) or (o) of the Code (collectively, "Wellsford Benefit PlansVORNADO BENEFIT PLANS"). (bii) Except as described in the Wellsford Vornado SEC Documents or in Schedule 2.11 SCHEDULE 3.1(K)(II) to the Wellsford Vornado Disclosure LetterLetter or as would not have a Vornado Material Adverse Effect, (iA) all Wellsford Vornado Benefit Plans of Wellsford and the Wellsford SubsidiariesPlans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code, Code and (iiB) neither Wellsford nor none of Vornado or any Wellsford Vornado Subsidiary has any material liabilities or obligations with respect to any such Wellsford Vornado Benefit PlanPlans, whether accrued, contingent or otherwise, nor to the Knowledge of Vornado are any such liabilities or obligations expected to be incurred. Except as set forth in Schedule 2.11 to the Wellsford Disclosure LetterSCHEDULE 3.1(K)(II), the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Wellsford Vornado Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, trustee employee or director. The only severance agreements or severance policies applicable to employees of Wellsford or any of the Wellsford Subsidiaries are the agreements and policies specifically referred to in Schedule 2.11 to the Wellsford Disclosure Letter and the severance program referred to in Section 5.10(c).

Absence of Changes in Benefit Plans; ERISA Compliance. (a) Except as disclosed in the Wellsford SEC Documents or in Schedule 2.11 to the Wellsford Disclosure Letter and except as contemplated by this Agreement, since Between the date of the most recent audited financial statements included in the Wellsford IOS SEC DocumentsDocuments filed with the SEC prior to the date of this Agreement and the date of this Agreement, other than in the ordinary course of business, there has not been any adoption or amendment in any material respect by Wellsford IOS or any Wellsford Purchaser Subsidiary of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Wellsford, any Wellsford Subsidiary, IOS or any person Affiliated with Wellsford under Section 414 (b), (c), (m) or (o) of the Code Purchaser Subsidiary (collectively, "Wellsford Benefit PlansPURCHASER BENEFIT PLANS"). (b) Except as described in the Wellsford SEC Documents or in Schedule 2.11 to the Wellsford The Purchaser Disclosure Letter, (i) Letter contains a list of all Wellsford Benefit Plans of Wellsford and the Wellsford Subsidiaries, including any such plan that is an "employee pension benefit planplans" (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, ERISA) (sometimes referred to herein as amended ("ERISAPURCHASER PENSION PLANS"), are "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Purchaser Benefit Plans maintained by IOS or any Purchaser Subsidiary for the benefit of any employees, officers or directors of IOS or any Purchaser Subsidiary. All Purchaser Benefit Plans have been maintained in compliance in all material respects with all applicable requirements laws (including the filing of lawall required reports), including but except to the extent that any failure to so comply, individually or in the aggregate, has not limited had and would not reasonably be expected to ERISA have a Purchaser Material Adverse Effect. (c) All Purchaser Pension Plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Purchaser Pension Plans are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of IOS, has revocation been threatened. (iid) neither Wellsford nor any Wellsford Subsidiary has any material liabilities or obligations with respect to any such Wellsford Benefit No Purchaser Pension Plan, whether accruedother than any Purchaser Pension Plan that is a "multiemployer plan" within the meaning of Section 4001 (a) (3) of ERISA (a "PURCHASER MULTIEMPLOYER PENSION PLAN"), contingent or otherwise. Except had, as set forth in Schedule 2.11 to the Wellsford Disclosure Letter, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Wellsford Benefit respective last annual valuation date for each such Purchaser Pension Plan, policyan "unfunded benefit liability" (as such term is defined in Section 4001(a) (18) of ERISA), arrangement or agreement based on actuarial assumptions, that would result in a Purchaser Material Adverse Effect. None of IOS, any Purchaser Subsidiary, any officer of IOS or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, trustee or director. The only severance agreements or severance policies applicable to employees of Wellsford Purchaser Subsidiary or any of the Wellsford Subsidiaries Purchaser Benefit Plans which are subject to ERISA, including the agreements and policies specifically referred to Purchaser Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in Schedule 2.11 a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject IOS, any Purchaser Subsidiary or any officer of IOS or any Purchaser Subsidiary to the Wellsford Disclosure Letter and the severance program referred 25 tax or penalty on prohibited transactions imposed by such Section 4975 or to any liability under Section 502(i) or 502(1) of ERISA that would result in Section 5.10(c)a Purchaser Material Adverse Effect.

Absence of Changes in Benefit Plans; ERISA Compliance. (a) Except as disclosed in the Wellsford FelCor Filed SEC Documents or in Schedule 2.11 2.10 to the Wellsford FelCor Disclosure Letter and except as specifically contemplated by this Agreement, since the date of the most recent audited financial statements included in the Wellsford SEC DocumentsFelCor Financial Statement Date, there has not been any adoption or amendment in any material respect by Wellsford FelCor or any Wellsford FelCor Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of WellsfordFelCor, any Wellsford Subsidiary, FelCor Subsidiary or any person Person Affiliated with Wellsford FelCor under Section 414 (b414(b), (c), (m) or (o) of the Code (collectively, "Wellsford FelCor Benefit Plans"). (b) Except as described in the Wellsford FelCor Filed SEC Documents or in Schedule 2.11 2.10 to the Wellsford FelCor Disclosure Letter, (i) all Wellsford FelCor Benefit Plans of Wellsford and the Wellsford SubsidiariesPlans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance in all material respects with all applicable requirements of lawLaw, including but not limited to without limitation ERISA and the Code, and (ii) neither Wellsford FelCor nor any Wellsford FelCor Subsidiary has any material liabilities or obligations with respect to any such Wellsford FelCor Benefit Plan, whether accrued, contingent or otherwise, except for any such noncompliance or liabilities that could not be reasonably expected to have a FelCor Material Adverse Effect. Except as set forth in Schedule 2.11 2.10 to the Wellsford FelCor Disclosure Letter, the execution of, and performance of the transactions contemplated in, this Agreement and the Transaction Documents to which FelCor is a party will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Wellsford FelCor Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, trustee officer or directordirector of FelCor or any FelCor Subsidiary. The only severance agreements or severance policies applicable to employees officers or directors of Wellsford FelCor or any of the Wellsford FelCor Subsidiaries are the agreements and policies specifically referred to in Schedule 2.11 2.10 to the Wellsford FelCor Disclosure Letter and the severance program referred to in Section 5.10(c)Letter.

Absence of Changes in Benefit Plans; ERISA Compliance. (ai) Except as disclosed in the Wellsford SEC Documents or in Schedule 2.11 3.1( (i))((i)) to the Wellsford AAC Disclosure Letter and except as contemplated by this AgreementLetter, since the date of the most recent audited financial statements included in the Wellsford SEC Documentsof AAC, there has not been any adoption or amendment in any material respect by Wellsford or any Wellsford Subsidiary AAC Entity of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Wellsford, AAC or any Wellsford Subsidiary, AAC Subsidiary or any person Affiliated affiliated with Wellsford AAC under Section 414 (b414(b), (c), (m) or (o) of the Code (collectively, "Wellsford AAC Benefit Plans"). (bii) Except as described in the Wellsford SEC Documents or in Schedule 2.11 3.1( (i))((ii)) to the Wellsford AAC Disclosure LetterLetter or as would not have an AAC Material Adverse Change, (iA) all Wellsford AAC Benefit Plans of Wellsford and the Wellsford SubsidiariesPlans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code, Code and (iiB) neither Wellsford nor any Wellsford Subsidiary no AAC Entity has any material liabilities or obligations with respect to any such Wellsford AAC Benefit Plan, whether accrued, contingent or otherwiseotherwise (other than obligations to make contributions and pay benefits and administrative costs incurred in the ordinary course), nor are any such liabilities or obligations expected to be incurred. Except as set forth in Schedule 2.11 3.1( (i))((ii)) to the Wellsford AAC Disclosure Letter, the execution of, and performance of the transactions Transactions contemplated in, this Agreement will not (either alone or upon together with the occurrence of any additional or subsequent events) constitute an event under any Wellsford AAC Benefit Plan, policy, arrangement or agreement or any agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, trustee employee or director. The only severance agreements or severance policies applicable to employees of Wellsford or any of the Wellsford Subsidiaries AAC Entities are the agreements agreement and policies specifically referred to in Schedule 2.11 3.1( (i))((ii)) to the Wellsford AAC Disclosure Letter and the severance program referred to in Section 5.10(c)Letter.