Common use of Benefits Matters; ERISA Compliance Clause in Contracts

Benefits Matters; ERISA Compliance. (a) The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans.

Benefits Matters; ERISA Compliance. (a) The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans.

Benefits Matters; ERISA Compliance. (a) The Company a)Parent has delivered or made available to Parent the Company true and complete copies of (i) all material Company Parent Benefit Plans or, in the case of any unwritten material Company Parent Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Parent Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Parent Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Parent Benefit Plan (if any). For purposes of this Agreement, “Company Parent Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Company Parent Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the CompanyParent, any Company Parent Subsidiary or any other person or entity that, together with the Company Parent is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Parent Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company Parent or any Company Parent Subsidiary (each each, a “Company Parent Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company Parent or any Company Parent Subsidiary and any Company Parent Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans.

Benefits Matters; ERISA Compliance. (a) The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or 19 arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plans.

Benefits Matters; ERISA Compliance. (a) The Company Xxxxxxx has delivered or made available to Parent Black & Xxxxxx true and complete copies of (i) all material Company Xxxxxxx Benefit Plans or, in the case of any unwritten material Company Xxxxxxx Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Xxxxxxx Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Xxxxxxx Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Xxxxxxx Benefit Plan (if any). For purposes of this Agreement, “Company Xxxxxxx Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (“Company Xxxxxxx Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the CompanyXxxxxxx, any Company Xxxxxxx Subsidiary or any other person or entity that, together with the Company Xxxxxxx is treated as a single employer under Section 414(b), (c), (m) or (o) 414 of the Code (each, a “Company Xxxxxxx Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company Xxxxxxx or any Company Xxxxxxx Subsidiary (each a “Company Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Xxxxxxx or any Company Xxxxxxx Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, independent contractors or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansXxxxxxx or any Xxxxxxx Subsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Company Benefit Plan. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.10 of the Cedar Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any Cedar Benefit Plan. Cedar has delivered or made available to Parent Pine true and complete copies of (i) all material Company Cedar Benefit Plans or, in the case of any unwritten material Company Cedar Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Cedar Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Cedar Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Cedar Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Cedar Benefit Plan (if any). For purposes of this Agreement, “Company Cedar Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Cedar Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company Cedar or any Company Cedar Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Cedar or any Company Cedar Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansCedar or any Cedar Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Black & Decker has delivered or made available to Parent Stanley true and complete copies of (i) all material Company Black & Decker Benefit Plans or, in the case of any unwritten material Company Black & Decker Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, with respect to each material Company Black & Decker Benefit Plan, (iii) each trust, insurance, annuity or other funding Contract relating to any material Company Black & Decker Benefit Plan and (iv) the most recent financial statements and actuarial or other valuation reports for each Company Black & Decker Benefit Plan (if any). For purposes of this Agreement, “Company Black & Decker Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Black & Decker Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs or understandings providing compensation or benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the CompanyBlack & Decker, any Company Black & Decker Subsidiary or any other person or entity that, together with the Company Black & Decker is treated as a single employer under Section 414(b), (c), (m) or (o) 414 of the Code (each, a “Company Black & Decker Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors or consultants of the Company Black & Decker or any Company Black & Decker Subsidiary (each a “Company Participant”) and (B) all material employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Black & Decker or any Company Black & Decker Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, independent contractors or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansBlack & Decker or any Black & Decker Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 4.10(a) of the Qwest Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any Qwest Benefit Plan. Qwest has delivered or made available to Parent CenturyLink true and complete copies of (i) all material Company Qwest Benefit Plans or, in the case of any unwritten material Company Qwest Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the IRS with respect to each material Company Qwest Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Qwest Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Qwest Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Qwest Benefit Plan (if any). For purposes of this Agreement, “Company Qwest Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Company Pension PlansQwest Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company Qwest or any Company Qwest Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Qwest or any Company Qwest Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansQwest or any Qwest Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.10 of the CenturyLink Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any CenturyLink Benefit Plan. CenturyLink has delivered or made available to Parent Qwest true and complete copies of (i) all material Company CenturyLink Benefit Plans or, in the case of any unwritten material Company CenturyLink Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company CenturyLink Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial CenturyLink Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company CenturyLink Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company CenturyLink Benefit Plan (if any). For purposes of this Agreement, “Company CenturyLink Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “CenturyLink Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company CenturyLink or any Company CenturyLink Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company CenturyLink or any Company CenturyLink Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansCenturyLink or any CenturyLink Subsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.09 of the Parent Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Parent Benefit Plan. Parent has delivered or made available to Parent the Company true and complete copies of (i) all material Company Parent Benefit Plans or, in the case of any unwritten material Company Parent Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Parent Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Parent Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Parent Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Parent Benefit Plan (if any). For purposes of this Agreement, “Company Parent Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Parent Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company Parent or any Company Parent Subsidiary (each a “Company Participant”) and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Parent or any Company Parent Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit PlansParent or any Parent Subsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material Company Benefit Plan. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the IRS with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Benefit Plan (if any). For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Company Pension PlansMultiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 3.10(a) of the SBS Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material SBS Benefit Plan. SBS has delivered or made available to Parent BMHC, to the extent applicable, true and complete copies of (i) all material Company SBS Benefit Plans (and all amendments thereto) or, in the case of any unwritten material Company SBS Benefit Plan, a written description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company SBS Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial SBS Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company SBS Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company SBS Benefit Plan (if any). For purposes of this Agreement, “Company SBS Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) the Employee Retirement Income Security Act of 1974, as amended (“Company Pension PlansERISA”)), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “SBS Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company SBS or any Company SBS Subsidiary (each a “Company Participant”) or to any spouse or dependent of any of the foregoing and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company SBS or any Company SBS Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true SBS or any SBS Subsidiary and complete listany other employee benefit plan, as of the date of this Agreementprogram, of all material Company Benefit Planspolicy or agreement maintained, sponsored or contributed to by SBS or any SBS Subsidiary, or with respect to which SBS or any SBS Subsidiary has any liability or contingent liability.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 (or such similar report, statement or information return required to be filing under applicable Law) (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the “IRS”) with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each material Company Benefit Plan (if any), and (vi) all determination letters, opinion letters, information letters or advisory opinions in respect of each material Company Benefit Plan issued by the IRS, the United States Department of Labor or the Pension Benefit Guaranty Corporation (the “PBGC”) during this calendar year or any of the preceding three calendar years. For purposes of this Agreement, “Company Benefit Plans” means, collectively (A) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including Collective Bargaining Agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, agents or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) Section 4.10(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying all material Company Benefit Plans. The Company has delivered or made available to Parent true and complete copies of (i) all material Company Benefit Plans or, in the case of any unwritten material Company Benefit Plan, a description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 (or such similar report, statement or information return required to be filing under applicable Law) (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the Internal Revenue Service (the "IRS") with respect to each material Company Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Company Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract mechanism relating to any material Company Benefit Plan and Plan, (ivv) the most recent financial statements and actuarial or other valuation reports for each material Company Benefit Plan (if any), and (vi) all determination letters, opinion letters, information letters or advisory opinions in respect of each material Company Benefit Plan issued by the IRS, the United States Department of Labor or the Pension Benefit Guaranty Corporation (the "PBGC") during this calendar year or any of the preceding three calendar years. For purposes of this Agreement, “"Company Benefit Plans” " means, collectively (A) all “"employee pension benefit plans” " (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “"employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company or any Company Subsidiary (each a “Company Participant”) and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including Collective Bargaining Agreements) between the Company or any Company Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees, agents or consultants of the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material or any Company Benefit PlansSubsidiary.

Benefits Matters; ERISA Compliance. (a) The Company Section 4.10(a) of the BMHC Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material BMHC Benefit Plan. BMHC has delivered or made available to Parent SBS, to the extent applicable, true and complete copies of (i) all material Company BMHC Benefit Plans (and all amendments thereto) or, in the case of any unwritten material Company BMHC Benefit Plan, a written description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be (other than Schedule SSA thereto) filed with or delivered to any Governmental Entity, if any, in each case, the IRS with respect to each material Company BMHC Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial BMHC Benefit Plan for which such summary plan description is required, insurance, (iv) each trust agreement and group annuity or other funding Contract contract relating to any material Company BMHC Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company BMHC Benefit Plan (if any). For purposes of this Agreement, “Company BMHC Benefit Plans” means, collectively (Ai) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), other than any plan which is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Company Pension PlansBMHC Multiemployer Plan”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation providing, or designed to provide, material benefits (other than foreign or domestic statutory programs), in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of any current or former directors, officers, employees, independent contractors employees or consultants of the Company BMHC or any Company BMHC Subsidiary (each a “Company Participant”) or to any spouse or dependent of any of the foregoing and (Bii) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company BMHC or any Company BMHC Subsidiary and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of the Company Disclosure Letter contains a true BMHC or any BMHC Subsidiary and complete listany other employee benefit plan, as of the date of this Agreementprogram, of all material Company Benefit Planspolicy or agreement maintained, sponsored or contributed to by BMHC or any BMHC Subsidiary, or with respect to which BMHC or any BMHC Subsidiary has any liability or contingent liability.

Benefits Matters; ERISA Compliance. (a) The Company Ticketmaster Disclosure Schedule 4.10 sets forth, as of the date of this Agreement, a complete and correct list identifying any Ticketmaster Benefit Plan. Ticketmaster has delivered or made available to Parent Live Nation true and complete copies of (i) all material Company Ticketmaster Benefit Plans (and amendments thereto) or, in the case of any unwritten material Company Ticketmaster Benefit Plan, a written description thereof, including any amendment thereto, (ii) the most recent annual report on Form 5500 or such similar report, statement or information return required to be filed with or delivered to any Governmental Entity, if any, in each case, the U.S. Department of Labor with respect to each material Company Ticketmaster Benefit PlanPlan (if any such report was required), (iii) the most recent summary plan description for each trustmaterial Ticketmaster Benefit Plan for which such summary plan description is required, insurance(iv) each trust agreement, group annuity contract or other funding Contract vehicle relating to any material Company Ticketmaster Benefit Plan and (ivv) the most recent financial statements and actuarial or other valuation reports for each Company Ticketmaster Benefit Plan (if any). For purposes of this Agreement, “Company "Ticketmaster Benefit Plans” " means, collectively collectively, but excluding any Ticketmaster Foreign Benefit Plan, (A) all “"employee pension benefit plans” " (as defined in Section 3(2) of ERISA) (“Company Pension Plans”), “other than any plan which is a Multiemployer Plan, "employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) and all other bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, termination, change in control, disability, vacation, death benefit, hospitalization, medical or other material compensation or benefit plans, arrangements, policies, programs arrangements or understandings providing compensation or benefits (other than foreign or domestic statutory programs)understandings, in each case, case that are sponsored, maintained, contributed to or required to be maintained or contributed to by the Company, any Company Subsidiary Ticketmaster or any other person Ticketmaster Subsidiary, providing, or entity thatdesigned to provide, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a “Company Commonly Controlled Entity”) for the benefit of material benefits to any current or former directors, officers, employees, independent contractors employees or consultants of the Company Ticketmaster or any Company Ticketmaster Subsidiary (each a “Company Participant”) or any spouse or dependent of any of the foregoing and (B) all employment, consulting, bonus, incentive compensation, deferred compensation, equity or equity-based compensation, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between the Company Ticketmaster or any Company Ticketmaster Subsidiary on the one hand and any Company Participant. Section 4.10 current or former directors, officers, employees or consultants of Ticketmaster or any Ticketmaster Subsidiary on the Company Disclosure Letter contains a true and complete list, as of the date of this Agreement, of all material Company Benefit Plansother hand.