Common use of EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS Clause in Contracts

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (a) The LIN Disclosure Letter sets forth a complete and correct list of (i) all "employee benefit plans" within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) all bonus, incentive compensation, deferred compensation, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangements, or payroll practices, (iii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all employment, severance, termination, compensation, change in control, retention, and indemnification agreements or arrangements, other than any agreement or arrangement that (A) provides for average annual remuneration (excluding benefits but including bonuses, incentive payments, and completion or other similar payments) of $150,000 or less, (B) has an unexpired term of or can be terminated (before, on, or after a change in control) in less than one year from the date hereof without additional cost or penalty, or (C) relates to an agreement or arrangement for on-air talent entered into in the ordinary course of business consistent with past practices, in each case, that LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Benefit Plans"). (b) To the date hereof, there is no litigation or administrative or other proceeding (including an audit) involving any LIN Benefit Plan nor has LIN or its subsidiaries received notice that any such proceeding is threatened, in each case where an adverse determination could reasonably be expected to have a LIN Material Adverse Effect. Neither LIN nor any of its subsidiaries has incurred, nor, to the best of LIN's knowledge, is reasonably likely to incur any withdrawal liability in respect of any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) that remains unsatisfied in an amount that could reasonably be expected to have a LIN Material Adverse Effect. The termination of, or withdrawal from, any LIN Benefit Plan or multiemployer plan to which LIN or its subsidiaries contributes, on or prior to the Closing Date, will not subject LIN or any of its subsidiaries to any liability under Title IV of ERISA that could reasonably be expected to have a LIN Material Adverse Effect. LIN and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan (other than any multiemployer plan set forth in the LIN Disclosure Letter) that could reasonably be expected to have a LIN Material Adverse Effect.

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.1(m) of the Disclosure Letter Schedule sets forth a complete and correct list of (i) all "employee benefit plans" plans within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) ERISA and all bonus, bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangementstuition assistance, or payroll practices, vacation pay plans or programs (iiicollectively the "Plans") and (ii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all written employment, severance, termination, compensation, change in change- in-control, retention, and or indemnification agreements (collectively, the "Employment Arrangements"), in each case (i) or arrangements(ii) under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise), other than except for any agreement or arrangement that (A) Employment Arrangement which provides for average annual remuneration compensation (excluding benefits but including bonuses, incentive payments, and completion or other similar paymentsbenefits) of $150,000 or less, (B) less or has an unexpired term of or and can be terminated (before, on, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the SEC Reports filed prior to the date of this Agreement or in Section 3.1(m) of the Disclosure Schedule and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) each Plan has been administered and is in compliance with the terms of such Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any Plan and (C) relates each Plan intended to an agreement or arrangement for on-air talent entered into in qualify under Section 401(a) of the ordinary course Code has received a favorable determination from the IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of business consistent with past practices, in each case, that LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Benefit Plans")such qualification. (bii) To the date hereof, there There is no litigation or administrative or other proceeding (including an audit) involving any LIN Benefit Plan or Employment Arrangement nor has LIN or its subsidiaries the Company received written notice that any such proceeding is threatened, in each case where an adverse determination could would reasonably be expected to have a LIN Material Adverse Effect. Neither LIN Except as set forth in Section 3.1(m) of the Disclosure Schedule, the Company has not contributed to any "multiemployer plan" (within the meaning of section 3(37) of ERISA) and neither the Company nor any of its subsidiaries has incurred, nor, to the best of LINthe Company's knowledge, is reasonably likely to incur any withdrawal liability in respect of any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) that which remains unsatisfied in an amount that could which would reasonably be expected to have a LIN Material Adverse Effect. The termination of, or withdrawal from, any LIN Benefit Plan or multiemployer plan to which LIN or its subsidiaries the Company contributes, on or prior to the Closing Date, will not subject LIN or any of its subsidiaries the Company to any liability under Title IV of ERISA that could would reasonably be expected to have a LIN Material Adverse Effect. LIN . (iii) With respect to each Plan and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan Employment Arrangement (other than any Employment Arrangement which provides for annual compensation (excluding benefits) of $150,000 or less or has an unexpired term of and can be terminated (before, on or after a change in control) in less than one year from the date hereof without additional cost or penalty), a complete and correct copy of each of the following documents (if applicable) have been provided by the Company: (i) the most recent Plan or Employment Arrangement, and all amendments thereto and related trust documents; (ii) the most recent summary plan description, and all related summaries of material modifications; (iii) the most recent Form 5500 (including schedules); (iv) the most recent IRS determination letter; (v) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report no. 87, 106 and 112) and (vi) the most recent estimate of withdrawal liability from any Plan constituting a multiemployer plan set forth if any. (iv) Except as disclosed in Section 3.1(m) of the Disclosure Schedule, in the LIN Disclosure LetterSEC Reports or in connection with equity compensation, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) that could reasonably be expected result in any payment becoming due to have a LIN Material Adverse Effectany employee (current, former or retired) or consultant of Company or any or its subsidiaries, (ii) increase any benefits under any Plan or Employment Arrangement or (iii) result in the acceleration of the time of payment or vesting of any rights under any Plan or Employment Arrangement.

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (a) The LIN Except as set forth in the Chancellor SEC Documents or in the Chancellor Disclosure Letter sets forth and except as could not, individually or in the aggregate, reasonably be expected to have a complete and correct list of (i) all "employee benefit plans" within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) all bonus, incentive compensation, deferred compensation, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangements, or payroll practices, (iii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all employment, severance, termination, compensation, change in control, retention, and indemnification agreements or arrangements, other than any agreement or arrangement that Chancellor Material Adverse Effect: (A) provides for average annual remuneration (excluding benefits but including bonuseseach Chancellor Benefit Plan has been administered and is in compliance with the terms of such plan and all applicable laws, incentive payments, rules and completion or other similar payments) of $150,000 or lessregulations, (B) no "reportable event" (as such term is used in section 4043 of ERISA) (other than those events for which the 30 day notice has an unexpired been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or can be terminated section 4975 of the Code) or "accumulated funding deficiency" (before, on, as such term is used in section 412 or after a change in control4971 of the Code) in less than one year from the date hereof without additional cost or penalty, or has heretofore occurred with respect to any Chancellor Benefit Plan and (C) relates each Chancellor Benefit Plan intended to an agreement or arrangement for on-air talent entered into in qualify under Section 401(a) of the ordinary course Code has received a favorable determination from the IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of business consistent with past practices, in each case, that LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Benefit Plans")such qualification. (b) To the date hereofof this Agreement, there is no litigation or administrative or other proceeding (including an audit) involving any LIN Chancellor Benefit Plan nor has LIN Chancellor or its subsidiaries received written notice that any such proceeding is threatened, in each case where an adverse determination could reasonably be expected to have a LIN Chancellor Material Adverse Effect. Neither LIN Chancellor nor any of its subsidiaries has incurred, nor, to the best of LINChancellor's knowledge, is reasonably likely to incur any withdrawal liability in with respect of to any "multiemployer plan" (within the meaning of Section section 3(37) of ERISA) that which remains unsatisfied in an amount that which could reasonably be expected to have a LIN Chancellor Material Adverse Effect. The termination of, or withdrawal from, any LIN Chancellor Benefit Plan or multiemployer plan to which LIN Chancellor or its subsidiaries contributes, on or prior to the Closing Date, will not subject LIN or any of its subsidiaries to any liability under Title IV of ERISA that could reasonably be expected to have a LIN Material Adverse Effect. LIN and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan (other than any multiemployer plan set forth in the LIN Disclosure Letter) that could reasonably be expected to have a LIN Material Adverse Effect.or

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (a) The LIN Disclosure Letter sets forth a complete and correct list of (i) all "LIN Benefit Plans, including all employee benefit plans" plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including multiemployer plans within the meaning of Section 3(37) of ERISA, and (ii) all bonus, incentive compensation, deferred compensation, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangements, or payroll practices, (iii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all written employment, severance, termination, compensation, change in change-in-control, retention, and or indemnification agreements (collectively, the "Employment Arrangements"), in each case under which LIN or arrangementsany of its subsidiaries has any obligation or liability (contingent or otherwise), other than except for on-air agreements entered into in the ordinary course of business consistent with past practices and any agreement or arrangement that (A) Employment Arrangement which provides for average annual remuneration compensation (excluding benefits but including bonuses, incentive payments, and completion or other similar paymentsbenefits) of $150,000 or less, (B) less or has an unexpired term of or and can be terminated (before, on, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the LIN SEC Document or in the LIN Disclosure Letter and except as could not, individually or in the aggregate, reasonably be expected to have a LIN Material Adverse Effect: (A) each LIN Benefit Plan has been administered and is in compliance with the terms of such plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of ERISA) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any LIN Benefit Plan and (C) relates to an agreement or arrangement for on-air talent entered into in the ordinary course of business consistent with past practices, in each case, that LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Benefit PlansPlan intended to qualify under Section 401(a) of the Code has received a favorable determination from the United States Internal Revenue Service (")IRS") regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification. (b) To the date hereofof this Agreement, there is no litigation or administrative or other proceeding (including an audit) involving any LIN Benefit Plan or Employment Arrangement nor has LIN or any of its subsidiaries received written notice that any such proceeding is threatened, in each case where an adverse determination could reasonably be expected to have a LIN Material Adverse Effect. Neither Except as set forth in the LIN Disclosure Letter, neither LIN nor any of its subsidiaries has incurred, nor, contributed to the best of LIN's knowledge, is reasonably likely to incur any withdrawal liability in respect of any "multiemployer plan" (within the meaning of Section section 3(37) of ERISA) that remains unsatisfied in an amount that could reasonably be expected to have a LIN Material Adverse Effect. The termination of, or withdrawal from, any LIN Benefit Plan or multiemployer plan to which LIN or its subsidiaries contributes, on or prior to the Closing Date, will not subject LIN or any of its subsidiaries to any liability under Title IV of ERISA that could reasonably be expected to have a LIN Material Adverse Effect. LIN and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan (other than any multiemployer plan set forth in the LIN Disclosure Letter) that could reasonably be expected to have a LIN Material Adverse Effect.neither

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (a) The LIN Sunrise Disclosure Letter sets forth a complete and correct list of (i) all "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) all bonus, incentive compensation, deferred compensation, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangements, or payroll practices, (iii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all employment, severance, termination, compensation, change in control, retention, and indemnification agreements or arrangements, other than any agreement or arrangement that (A) provides for average annual remuneration (excluding benefits but including bonuses, incentive payments, and completion or other similar payments) of $150,000 or less, (B) has an unexpired term of or can be terminated (before, on, or after a change in control) in less than one year from the date hereof without additional cost or penalty, or (C) relates to an agreement or arrangement for on-air talent entered into in the ordinary course of business consistent with past practices, ; in each case, that LIN Sunrise or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Sunrise Benefit Plans"). (b) Except as set forth in the STC SEC Documents or in the Sunrise Disclosure Letter and except as could not, individually or in the aggregate, reasonably be expected to have a Sunrise Material Adverse Effect: (i) each Sunrise Benefit Plan has been administered and is in compliance with the terms of such plan and all applicable Laws; (ii) no "reportable event" (as such term is used in Section 4043 of ERISA) (other than those events for which the 30-day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in Section 406 of ERISA or Section 4975 of the Code), or "accumulated funding deficiency" (as such term is used in Section 412 or 4971 of the Code) has heretofore occurred in respect of any Sunrise Benefit Plan; and (iii) each Sunrise Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the United States Internal Revenue Service ("IRS") regarding its qualified status and no notice has been received from the IRS in respect of the revocation of such qualification. (c) To the date hereof, there is no litigation or administrative or other proceeding (including an audit) involving any LIN Sunrise Benefit Plan nor has LIN Sunrise or any of its subsidiaries received notice that any such proceeding is threatened, in each case where an adverse determination could reasonably be expected to have a LIN Sunrise Material Adverse Effect. Neither LIN Except as set forth in the Sunrise Disclosure Letter, to the date hereof, neither Sunrise nor any of its subsidiaries has incurred, nor, contributed to the best of LIN's knowledge, is reasonably likely to incur any withdrawal liability in respect of any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) and neither Sunrise nor any of its subsidiaries has incurred, nor, to the best of Sunrise's knowledge, is reasonably likely to incur any withdrawal liability that remains unsatisfied in an amount that could reasonably be expected to have a LIN Sunrise Material Adverse Effect. The termination of, or withdrawal from, any LIN Sunrise Benefit Plan or multiemployer plan to which LIN Sunrise or its subsidiaries contributes, on or prior to the Closing Date, will not subject LIN Sunrise or any of its subsidiaries to any liability under Title IV of ERISA that could reasonably be expected to have a LIN Sunrise Material Adverse Effect. LIN Sunrise and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Sunrise Benefit Plan (other than any multiemployer plan set forth in the LIN Sunrise Disclosure Letter) that could reasonably be expected to have a LIN Sunrise Material Adverse Effect. (d) Except as disclosed in the Sunrise Disclosure Letter or the STC SEC Documents, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will either alone or in combination with another event (i) result in any payment becoming due, or increase the amount of any compensation due, to any current or former director, officer, employee, or independent contractor of Sunrise or any of its subsidiaries, (ii) increase any benefits otherwise payable under any Sunrise Benefit Plan, or (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits. Except as disclosed in the Sunrise Disclosure Letter, Sunrise and its subsidiaries have no obligation or accrued liability in respect of post-retirement health or life benefits for their employees, except for coverage required by applicable Law.

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (a) The LIN Except as set forth in the Chancellor SEC Documents or in the Chancellor Disclosure Letter sets forth and except as could not, individually or in the aggregate, reasonably be expected to have a complete and correct list of (i) all "employee benefit plans" within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) all bonus, incentive compensation, deferred compensation, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangements, or payroll practices, (iii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all employment, severance, termination, compensation, change in control, retention, and indemnification agreements or arrangements, other than any agreement or arrangement that Chancellor Material Adverse Effect: (A) provides for average annual remuneration (excluding benefits but including bonuseseach Chancellor Benefit Plan has been administered and is in compliance with the terms of such plan and all applicable laws, incentive payments, rules and completion or other similar payments) of $150,000 or lessregulations, (B) no "reportable event" (as such term is used in section 4043 of ERISA) (other than those events for which the 30 day notice has an unexpired been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or can be terminated section 4975 of the Code) or "accumulated funding deficiency" (before, on, as such term is used in section 412 or after a change in control4971 of the Code) in less than one year from the date hereof without additional cost or penalty, or has heretofore occurred with respect to any Chancellor Benefit Plan and (C) relates each Chancellor Benefit Plan intended to an agreement or arrangement for on-air talent entered into in qualify under Section 401(a) of the ordinary course Code has received a favorable determination from the IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of business consistent with past practices, in each case, that LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Benefit Plans")such qualification. (b) To the date hereofAugust 26, 1998, there is no litigation or administrative or other proceeding (including an audit) involving any LIN Chancellor Benefit Plan nor has LIN Chancellor or its subsidiaries received written notice that any such proceeding is threatened, in each case where an adverse determination could reasonably be expected to have a LIN Chancellor Material Adverse Effect. Neither LIN Chancellor nor any of its subsidiaries has incurred, nor, to the best of LINChancellor's knowledge, is reasonably likely to incur any withdrawal liability in with respect of to any "multiemployer plan" (within the meaning of Section section 3(37) of ERISA) that which remains unsatisfied in an amount that which could reasonably be expected to have a LIN Chancellor Material Adverse Effect. The termination of, or withdrawal from, any LIN Chancellor Benefit Plan or multiemployer plan to which LIN Chancellor or its subsidiaries contributes, on or prior to the Closing Date, will not subject LIN Chancellor or any of its subsidiaries to any liability under Title IV of ERISA that could reasonably be expected to have a LIN Material Adverse Effect. LIN and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan (other than any multiemployer plan set forth in the LIN Disclosure Letter) that could reasonably be expected to have a LIN Chancellor Material Adverse Effect.

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.1(m) of the Disclosure Letter Schedule sets forth a complete and correct list of (i) all "employee benefit plans" plans within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) ERISA and all bonus, bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangementstuition assistance, or payroll practices, vacation pay plans or programs (iiicollectively the "Plans") and (ii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all written employment, severance, termination, compensation, change in change-in-control, retention, and or indemnification agreements (collectively, the "Employment Arrangements"), in each case (i) or arrangements(ii) under which the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise), other than except for any agreement or arrangement that (A) Employment Arrangement which provides for average annual remuneration compensation (excluding benefits but including bonuses, incentive payments, and completion or other similar paymentsbenefits) of $150,000 or less, (B) less or has an unexpired term of or and can be terminated (before, on, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the SEC Reports filed prior to the date of this Agreement or in Section 3.1(m) of the Disclosure Schedule and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) each Plan has been administered and is in compliance with the terms of such Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any Plan and (C) relates each Plan intended to an agreement or arrangement for on-air talent entered into in qualify under Section 401(a) of the ordinary course Code has received a favorable determination from the IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of business consistent with past practices, in each case, that LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Benefit Plans")such qualification. (bii) To the date hereof, there There is no litigation or administrative or other proceeding (including an audit) involving any LIN Benefit Plan or Employment Arrangement nor has LIN or its subsidiaries the Company received written notice that any such proceeding is threatened, in each case where an adverse determination could would reasonably be expected to have a LIN Material Adverse Effect. Neither LIN Except as set forth in Section 3.1(m) of the Disclosure Schedule, the Company has not contributed to any "multiemployer plan" (within the meaning of section 3(37) of ERISA) and neither the Company nor any of its subsidiaries has incurred, nor, to the best of LINthe Company's knowledge, is reasonably likely to incur any withdrawal liability in respect of any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) that which remains unsatisfied in an amount that could which would reasonably be expected to have a LIN Material Adverse Effect. The termination of, or withdrawal from, any LIN Benefit Plan or multiemployer plan to which LIN or its subsidiaries the Company contributes, on or prior to the Closing Date, will not subject LIN or any of its subsidiaries the Company to any liability under Title IV of ERISA that could would reasonably be expected to have a LIN Material Adverse Effect. LIN . (iii) With respect to each Plan and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan Employment Arrangement (other than any Employment Arrangement which provides for annual compensation (excluding benefits) of $150,000 or less or has an unexpired term of and can be terminated (before, on or after a change in control) in less than one year from the date hereof without additional cost or penalty), a complete and correct copy of each of the following documents (if applicable) have been provided by the Company: (i) the most recent Plan or Employment Arrangement, and all amendments thereto and related trust documents; (ii) the most recent summary plan description, and all related summaries of material modifications; (iii) the most recent Form 5500 (including schedules); (iv) the most recent IRS determination letter; (v) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report no. 87, 106 and 112) and (vi) the most recent estimate of withdrawal liability from any Plan constituting a multiemployer plan set forth if any. (iv) Except as disclosed in Section 3.1(m) of the Disclosure Schedule, in the LIN Disclosure LetterSEC Reports or in connection with equity compensation, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) that could reasonably be expected result in any payment becoming due to have a LIN Material Adverse Effectany employee (current, former or retired) or consultant of Company or any or its subsidiaries, (ii) increase any benefits under any Plan or Employment Arrangement or (iii) result in the acceleration of the time of payment or vesting of any rights under any Plan or Employment Arrangement.

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (a) The LIN Except as set forth in the Chancellor SEC Documents or in the Chancellor Disclosure Letter sets forth and except as could not, individually or in the aggregate, reasonably be expected to have a complete and correct list of (i) all "employee benefit plans" within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) all bonus, incentive compensation, deferred compensation, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangements, or payroll practices, (iii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all employment, severance, termination, compensation, change in control, retention, and indemnification agreements or arrangements, other than any agreement or arrangement that Chancellor Material Adverse Effect: (A) provides for average annual remuneration (excluding benefits but including bonuseseach Chancellor Benefit Plan has been administered and is in compliance with the terms of such plan and all applicable laws, incentive payments, rules and completion or other similar payments) of $150,000 or lessregulations, (B) no "reportable event" (as such term is used in section 4043 of ERISA) (other than those events for which the 30 day notice has an unexpired been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or can be terminated section 4975 of the Code) or "accumulated funding deficiency" (before, on, as such term is used in section 412 or after a change in control4971 of the Code) in less than one year from the date hereof without additional cost or penalty, or has heretofore occurred with respect to any Chancellor Benefit Plan and (C) relates each Chancellor Benefit Plan intended to an agreement or arrangement for on-air talent entered into in qualify under Section 401(a) of the ordinary course Code has received a favorable determination from the IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of business consistent with past practices, in each case, that LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise) (collectively, the "LIN Benefit Plans")such qualification. (b) To the date hereofof this Agreement, there is no litigation or administrative or other proceeding (including an audit) involving any LIN Chancellor Benefit Plan nor has LIN Chancellor or its subsidiaries received written notice that any such proceeding is threatened, in each case where an adverse determination could reasonably be expected to have a LIN Chancellor Material Adverse Effect. Neither LIN Chancellor nor any of its subsidiaries has incurred, nor, to the best of LINChancellor's knowledge, is reasonably likely to incur any withdrawal liability in with respect of to any "multiemployer plan" (within the meaning of Section section 3(37) of ERISA) that which remains unsatisfied in an amount that which could reasonably be expected to have a LIN Chancellor Material Adverse Effect. The termination of, or withdrawal from, any LIN Chancellor Benefit Plan or multiemployer plan to which LIN Chancellor or its subsidiaries contributes, on or prior to the Closing Date, will not subject LIN Chancellor or any of its subsidiaries to any liability under Title IV of ERISA that could reasonably be expected to have a LIN Material Adverse Effect. LIN and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan (other than any multiemployer plan set forth in the LIN Disclosure Letter) that could reasonably be expected to have a LIN Chancellor Material Adverse Effect.

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.1(m) of the Parent Disclosure Letter sets forth a complete and correct list of (i) all "employee benefit plans" plans within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) ERISA and all bonus, bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangementstuition assistance, or payroll practices, vacation pay plans or programs (iiicollectively the "Plans") and (ii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all written employment, severance, termination, compensation, change in change-in-control, retention, and or indemnification agreements or arrangements(collectively, other than any agreement or arrangement that (A) provides for average annual remuneration (excluding benefits but including bonuses, incentive payments, and completion or other similar payments) of $150,000 or less, (B) has an unexpired term of or can be terminated (before, on, or after a change in control) in less than one year from the date hereof without additional cost or penalty, or (C) relates to an agreement or arrangement for on-air talent entered into in the ordinary course of business consistent with past practices"Employment Arrangements"), in each case, that LIN case (i) or (ii) under which the Parent or any of its subsidiaries Subsidiary has any obligation or liability (contingent or otherwise). Except as set forth in the SEC Reports filed prior to the date of this Agreement and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) each Plan has been administered and is in compliance with the terms of such Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectivelyother than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "LIN Benefit Plans")accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any Plan and (C) each Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification. (bii) To Except as set forth in Section 3.1(m) of the date hereofParent Disclosure Letter, there is no litigation or administrative or other proceeding (including an audit) involving any LIN Benefit Plan or Employment Arrangement nor has LIN or its subsidiaries the Parent received written notice that any such proceeding is threatened, in each case where an adverse determination could would reasonably be expected to have a LIN Material Adverse Effect. Neither LIN The Parent has not contributed to any "multiemployer plan" (within the meaning of section 3(37) of ERISA) and neither the Parent nor any of its subsidiaries Subsidiary has incurred, nor, to the best of LINthe Parent's knowledge, is reasonably likely to incur any withdrawal liability in respect of any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) that which remains unsatisfied in an amount that could which would reasonably be expected to have a LIN Material Adverse Effect. The termination of, or withdrawal from, any LIN Benefit Plan or multiemployer plan to which LIN or its subsidiaries the Parent contributes, on or prior to the Closing Date, will not subject LIN or any of its subsidiaries the Parent to any liability under Title IV of ERISA that could would reasonably be expected to have a LIN Material Adverse Effect. LIN and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan (other than any multiemployer plan set forth in the LIN Disclosure Letter) that could reasonably be expected to have a LIN Material Adverse Effect. (iii) With respect to each Plan and Employment Arrangement, a complete and correct copy of each of the following documents (if applicable) have been provided by the Parent: (i) the most recent Plan or Employment Arrangement, and all amendments thereto and related trust documents; (ii) the most recent summary plan description, and all related summaries of material modifications; (iii) the most recent Form 5500 (including schedules); (iv) the most recent IRS determination letter; (v) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report no. 87, 106 and 112) and (vi) the most recent estimate of withdrawal liability from any Plan constituting a multiemployer plan if any. (iv) Except as disclosed in the SEC Reports, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee (current, former or retired) or consultant of the Parent or any Subsidiary, (ii) increase any benefits under any Plan or Employment Arrangement or (iii) result in the acceleration of the time of payment or vesting of any rights under any Plan or Employment Arrangement.

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.2(m) of the Company Disclosure Letter sets forth a complete and correct list of (i) all "employee benefit plans" plans within the meaning of Section 3(3) of ERISA, including multiemployer plans within the meaning of Section 3(37) of ERISA, (ii) ERISA and all bonus, bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, salary continuation, vacation, sick leave, disability, death benefit, hospitalization, medical, employee loan, education assistance and leave of absence plans, programs, policies, agreements, arrangementstuition assistance, or payroll practices, vacation pay plans or programs (iiicollectively the "Plans") and (ii) all collective bargaining or employee leasing agreements or arrangements, and (iv) all written employment, severance, termination, compensation, change in change-in-control, retention, and or indemnification agreements or arrangements(collectively, other than any agreement or arrangement that (A) provides for average annual remuneration (excluding benefits but including bonuses, incentive payments, and completion or other similar payments) of $150,000 or less, (B) has an unexpired term of or can be terminated (before, on, or after a change in control) in less than one year from the date hereof without additional cost or penalty, or (C) relates to an agreement or arrangement for on-air talent entered into in the ordinary course of business consistent with past practices"Employment Arrangements"), in each case, that LIN case (i) or any of its subsidiaries (ii) under which the Company has any obligation or liability (contingent or otherwise). To the knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (A) each Plan has been administered and is in compliance with the terms of such Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectivelyother than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "LIN Benefit Plans")accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any Plan and (C) each Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification. (bii) To the date hereof, there There is no litigation or administrative or other proceeding (including an audit) involving any LIN Benefit Plan or Employment Arrangement nor has LIN or its subsidiaries the Company received written notice that any such proceeding is threatened, in each case where an adverse determination could would reasonably be expected to have a LIN Material Adverse Effect. Neither LIN nor The Company has not contributed to any "multiemployer plan" (within the meaning of its subsidiaries section 3(37) of ERISA) and the Company has not incurred, nor, to the best of LINthe Company's knowledge, is reasonably likely to incur any withdrawal liability in respect of any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) that which remains unsatisfied in an amount that could which would reasonably be expected to have a LIN Material Adverse Effect. The termination of, or withdrawal from, any LIN Benefit Plan or multiemployer plan to which LIN or its subsidiaries the Company contributes, on or prior to the Closing Date, will not subject LIN or any of its subsidiaries the Company to any liability under Title IV of ERISA that could would reasonably be expected to have a LIN Material Adverse Effect. LIN and its subsidiaries have not incurred any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA in respect of any LIN Benefit Plan (other than any multiemployer plan set forth in the LIN Disclosure Letter) that could reasonably be expected to have a LIN Material Adverse Effect. (iii) With respect to each Plan and Employment Arrangement, a complete and correct copy of each of the following documents (if applicable) have been provided by the Company: (i) the most recent Plan or Employment Arrangement, and all amendments thereto and related trust documents; (ii) the most recent summary plan description, and all related summaries of material modifications; (iii) the most recent Form 5500 (including schedules); (iv) the most recent IRS determination letter; (v) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report no. 87, 106 and 112) and (vi) the most recent estimate of withdrawal liability from any Plan constituting a multiemployer plan if any. (iv) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee (current, former or retired) or consultant of the Company, (ii) increase any benefits under any Plan or Employment Arrangement or (iii) result in the acceleration of the time of payment or vesting of any rights under any Plan or Employment Arrangement.