Common use of Benefits Matters; ERISA Compliance Clause in Contracts

Benefits Matters; ERISA Compliance. (a) 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 BMHC, to the extent applicable, true and complete copies of (i) all material SBS Benefit Plans (and all amendments thereto) or, in the case of any unwritten material SBS Benefit Plan, a written description thereof, (ii) the most recent annual report on Form 5500 (other than Schedule SSA thereto) filed with the Internal Revenue Service (the “IRS”) with respect to each material SBS Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each material SBS Benefit Plan for which such summary plan description is required, (iv) each trust agreement and group annuity contract relating to any SBS Benefit Plan and (v) the most recent financial statements and actuarial reports for each SBS Benefit Plan (if any). For purposes of this Agreement, “SBS Benefit Plans” means, collectively (i) all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), 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, change in control, disability, vacation, death benefit, hospitalization, medical or other plans, arrangements or understandings providing, or designed to provide, material benefits to any current or former directors, officers, employees or consultants of SBS or any SBS Subsidiary or to any spouse or dependent of any of the foregoing and (ii) all employment, consulting, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between SBS or any SBS Subsidiary and any current or former directors, officers, employees or consultants of SBS or any SBS Subsidiary and any other employee benefit plan, program, policy 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 3.10(a) of the SBS Live Nation Disclosure Letter Schedule 3.10 sets forth, as of the date of this Agreement, a complete and correct list identifying any material SBS Live Nation Benefit Plan. SBS Live Nation has delivered or made available to BMHC, to the extent applicable, Ticketmaster true and complete copies of (i) all material SBS Live Nation Benefit Plans (and all amendments thereto) or, in the case of any unwritten material SBS Live Nation Benefit Plan, a written description thereof, (ii) the most recent annual report on Form 5500 (other than Schedule SSA thereto) filed with the Internal Revenue Service (the “IRS”) U.S. Department of Labor with respect to each material SBS Live Nation Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each material SBS Live Nation Benefit Plan for which such summary plan description is required, (iv) each trust agreement and agreement, group annuity contract or other funding vehicle relating to any SBS material Live Nation Benefit Plan and (v) the most recent financial statements and actuarial reports for each SBS Live Nation Benefit Plan (if any). For purposes of this Agreement, “SBS Live Nation Benefit Plans” means, collectively collectively, but excluding any Live Nation Foreign Benefit Plan, (iA) all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), 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, change in control, disability, vacation, death benefit, hospitalization, medical or other plans, arrangements or understandings understandings, in each case that are sponsored, maintained or contributed to by Live Nation or any Live Nation Subsidiary, providing, or designed to provide, material benefits to any current or former directors, officers, employees or consultants of SBS Live Nation or any SBS Live Nation Subsidiary or to any spouse or dependent of any of the foregoing and (iiB) all employment, consulting, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between SBS Live Nation or any SBS Live Nation Subsidiary on the one hand and any current or former directors, officers, employees or consultants of SBS Live Nation or any SBS Live Nation Subsidiary and any on the other employee benefit plan, program, policy 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 liabilityhand.

Benefits Matters; ERISA Compliance. (a) Section 3.10(a) of the SBS Live Nation Disclosure Letter Schedule 3.10 sets forth, as of the date of this Agreement, a complete and correct list identifying any material SBS Live Nation Benefit Plan. SBS Live Nation has delivered or made available to BMHC, to the extent applicable, Ticketmaster true and complete copies of (i) all material SBS Live Nation Benefit Plans (and all amendments thereto) or, in the case of any unwritten material SBS Live Nation Benefit Plan, a written description thereof, (ii) the most recent annual report on Form 5500 (other than Schedule SSA thereto) filed with the Internal Revenue Service (the “IRS”) U.S. Department of Labor with respect to each material SBS Live Nation Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each material SBS Live Nation Benefit Plan for which such summary plan description is required, (iv) each trust agreement and agreement, group annuity contract or other funding vehicle relating to any SBS material Live Nation Benefit Plan and (v) the most recent financial statements and actuarial reports for each SBS Live Nation Benefit Plan (if any). For purposes of this Agreement, “SBS "Live Nation Benefit Plans” " means, collectively collectively, but excluding any Live Nation Foreign Benefit Plan, (iA) all “"employee pension benefit plans” " (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), 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, change in control, disability, vacation, death benefit, hospitalization, medical or other plans, arrangements or understandings understandings, in each case that are sponsored, maintained or contributed to by Live Nation or any Live Nation Subsidiary, providing, or designed to provide, material benefits to any current or former directors, officers, employees or consultants of SBS Live Nation or any SBS Live Nation Subsidiary or to any spouse or dependent of any of the foregoing and (iiB) all employment, consulting, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between SBS Live Nation or any SBS Live Nation Subsidiary on the one hand and any current or former directors, officers, employees or consultants of SBS Live Nation or any SBS Live Nation Subsidiary and any on the other employee benefit plan, program, policy 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 liabilityhand.

Benefits Matters; ERISA Compliance. (a) Section 3.10(a3.11(a) of the SBS Parent Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list identifying any material SBS Parent Benefit Plan. SBS Parent has delivered or made available to BMHC, to the extent applicable, Company true and complete copies of (i) all material SBS Parent Benefit Plans (and all amendments thereto) or, in the case of any unwritten material SBS Parent Benefit Plan, a written description thereof, (ii) the most recent annual report on Form 5500 (other than Schedule SSA thereto) filed with the Internal Revenue Service (the “IRS”) with respect to each material SBS Parent Benefit Plan (if any such report was required), (iii) the most recent summary plan description and subsequent summaries of material modifications (“SMM”) for each material SBS Parent Benefit Plan for which such summary plan description or SMM is required, (iv) each trust agreement and group annuity contract relating to any SBS material Parent Benefit Plan and (v) the most recent financial statements and actuarial reports for each SBS Parent Benefit Plan (if any). For purposes of this Agreement, “SBS Parent Benefit Plans” means, collectively (iA) all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), 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, change in control, disability, vacation, death benefit, hospitalization, medical or other plans, arrangements or understandings providing, or designed to provide, material benefits to any current or former directors, officers, employees or consultants of SBS Parent or any SBS Parent Subsidiary or to any spouse or dependent of any of the foregoing and (iiB) all employment, independent contractor, consulting, indemnification, severance, retention, change of control or termination agreements or arrangements (including collective bargaining agreements) between SBS Parent or any SBS Parent Subsidiary and any current or former directors, officers, employees employees, independent contractors or consultants of SBS Parent or any SBS Subsidiary and any other employee benefit plan, program, policy or agreement maintained, sponsored or contributed to by SBS or any SBS Parent Subsidiary, or with respect to which SBS or any SBS Subsidiary has any liability or contingent liability.