Common use of Employee Benefit Plans and Contracts Clause in Contracts

Employee Benefit Plans and Contracts. (i) Section 3.1 (u) of the Company Disclosure Schedule identifies all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all bonus, phantom stock, stock appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar compensation, fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former Employee of the Company, 00xx Xxxxxx Productions, or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company within the meaning of Section 414 of the Code and the regulations promulgated thereunder (an "ERISA Affiliate") and all other written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between the Company or 00xx Xxxxxx Productions and any Employee, but excluding workers' compensation, unemployment compensation, other government-mandated programs and the Company's salary and wage arrangements) currently or previously maintained, contributed to or entered into by the Company, 00xx Xxxxxx Productions or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which the Company, 00xx Xxxxxx Productions or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee Plans"), whether or not such plan or arrangement has been terminated. The Company has provided to Parent true and complete copies of all Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof, and (where applicable) (A) all summary plan descriptions, summaries of material

Employee Benefit Plans and Contracts. (i) Section 3.1 (u) of At no time has the Company Disclosure Schedule identifies all "employee benefit plans" as defined in Section 3(3or any ERISA Affiliate (A) sponsored, maintained, contributed to or been required to contribute to any plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA; (B) contributed to or been required to contribute to any multiemployer plan as defined in Section 3(37) of ERISA; or (C) incurred any withdrawal liability to any multiemployer plan. The Company has not incurred and could not reasonably be expected to incur any material liability under Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA. (ii) Section 3.1(u) of the Company Disclosure Schedule lists all "employee benefit plans" as defined in Section 3(3) of ERISA, and all any bonus, phantom stock, stock appreciation rights, stock option or other stock related rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, health or medical care, employee assistance program, disability, education or tuition assistance programs, insurance and other similar compensation, fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former Employee of the Company, 00xx Xxxxxx Productionsany subsidiary of the Company, or any trade ERISA Affiliate or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company within the meaning of Section 414 of the Code and the regulations promulgated thereunder (an "ERISA Affiliate") and all any other written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between the Company or 00xx Xxxxxx Productions and any Employee, but excluding workers' compensation, unemployment compensation, other government-mandated programs and the Company's salary and wage arrangements) currently or previously maintained, contributed to or entered into by the Company, 00xx Xxxxxx Productions any subsidiary of the Company or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which the Company, 00xx Xxxxxx Productions any subsidiary of the Company or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee Plans"), whether or not such plan or arrangement has been terminated. The Company has provided furnished to Parent true and complete copies or descriptions of all each Employee Plans Plan (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof. (iii) Except as set forth on Section 3.1(u) of the Company Disclosure Schedule, each Employee Plan has been maintained and operated in substantial compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations including, but not limited to, the Code and ERISA and has been maintained in good standing with all applicable regulatory authorities including, but not limited to the Internal Revenue Service and the Department of Labor, so as not to result in any liability in excess of $5,000 for the Company or the Acquisition Sub for a failure to so comply or the Parent or the Surviving Corporation after the Closing Date. (where applicableiv) Except as set forth in Section 3.1(u) of the Company Disclosure Schedule, the Company has no material current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of the Company, except those required by Section 4980B of the Code. (v) Except as set forth in Section 3.1(u) of the Company Disclosure Schedule, (A) all summary benefit obligations under each Employee Plan accrued prior to the Closing Date, determined in accordance with prior practices, have been paid, adequately reserved or reflected in the Company's financial statements as of the Balance Sheet Date in accordance with GAAP, (B) all monies withheld from the paychecks of Company employees pursuant to Employee Plans have been transferred to the applicable Employee Plans in a timely manner in accordance with the Code, ERISA and GAAP, and (C) the Company has paid all matching contributions under the CMP, Inc. 401(k) Savings Plan ("401(k) Plan") for all 401(k) Plan years commencing prior to January 1, 2000. Except as set forth in Section 3.1(u) of the Company Disclosure Schedule, there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company of, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense to the Company or the Acquisition Sub or the Parent or the Surviving Corporation or any of the Parent's or the Surviving Corporation's affiliates of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (vi) There has been no failure of any Employee Plan which is a group health plan descriptions(as defined in Section 5000(b)(1) of the Code) maintained by the Company to meet the requirements of Code Section 4980B(f) with respect to a qualified beneficiary (as defined in Section 4980B(g)). (vii) Except as disclosed in Section 3.1(u) of the Company Disclosure Schedule, summaries no employee of materialthe Company will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as the direct and sole result of the transactions contemplated hereby and no employee of the company will become entitled to any enhanced severance protections or benefits as a result of the transactions contemplated hereby. (viii) To the extent applicable, the Company has complied with all requirements under the Workers Adjustment and Retraining Notification Act of 1988, as amended, and any similar state or local law, rule or regulation.

Employee Benefit Plans and Contracts. (i) Section 3.1 (u3.1(u) of the Company Disclosure Schedule identifies all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all bonus, phantom stock, stock appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar compensation, fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former Employee of the Company, 00xx Xxxxxx Productionsany subsidiary of the Company, or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company within the meaning of Section 414 of the Code and the regulations promulgated thereunder (an "ERISA Affiliate") and all other written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between the Company or 00xx Xxxxxx Productions and any Employee, but excluding workers' compensation, unemployment compensation, other government-mandated programs and the Company's salary and wage arrangements) currently or previously maintained, contributed to or entered into by the Company, 00xx Xxxxxx Productions any subsidiary of the Company or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which the Company, 00xx Xxxxxx Productions any subsidiary of the Company or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee Plans"), whether or not such plan or arrangement has been terminated. The Company has provided to Parent true and complete copies of all Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof, and (where applicable) (A) all summary plan descriptions, summaries of materialmaterial modifications, and corporate resolutions related to such plans (B) the three most recent determination letters received from the IRS, if any, (C) the three most recent Form 5500 Annual Reports, with all attachments, (D) the most recent audited financial statement and actuarial valuation, and (E) all related agreements, insurance contracts and other agreements which implement each such Employee Plan. Any Employee Plan that individually or collectively would constitute an "employee pension benefit plan", as defined in Section 3(2) of ERISA, but which are not Multiemployer Plans (collectively, the "Pension Plans"), are identified as such in the Company Disclosure Schedule. For purposes of Section 3.1(u), "Employee" means any common law employee, consultant or director of the Company;

Employee Benefit Plans and Contracts. (i) Section 3.1 (u) There are no Employee Plans of either of the Company Disclosure Schedule identifies all Sellers or any Seller Affiliate as to which the Buyer will become liable as a result of the transactions contemplated by this Agreement or any of the Related Agreements. None of the Acquired Assets is subject to any Encumbrance in favor of the, or enforceable by, the Pension Benefit Guaranty Corporation. (ii) The consummation of the transactions contemplated by this Agreement and the Related Agreements will not (A) cause any severance or separation pay to become due to any Employee, or (B) accelerate the time of payment or vesting, or increase the amount, of compensation due to any Employee, in each case that the Buyer would be legally required to pay or honor. (iii) As used herein the term Employee Plan means "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all bonus, phantom stock, stock appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar compensation, fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former Employee of either of the Company, 00xx Xxxxxx Productions, Sellers or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with either of the Company Sellers within the meaning of Section 414 of the Code and the regulations promulgated thereunder (an "ERISA AffiliateAFFILIATE") and all other written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between either of the Company or 00xx Xxxxxx Productions Sellers and any Employee, but excluding workers' compensation, unemployment compensation, other government-mandated programs and the Company's salary and wage arrangementsarrangements of the Sellers) currently or previously maintained, contributed to or entered into by either of the CompanySellers, 00xx Xxxxxx Productions or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which either of the Company, 00xx Xxxxxx Productions Sellers or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee PlansEMPLOYEE PLANS"), whether or not such plan or arrangement has been terminated. The Company has provided . (iv) All pension plans, as that term is defined in Section 3(2) of ERISA, ("PENSION PLANS") in which Employees participate that are intended to Parent true be qualified under Section 401(a) of the Code and complete copies of all Employee Plans (and, if applicable, their related trust agreementstrusts are qualified as to form and operation under Section 401(a) and all amendments thereto and written interpretations thereofSection 501(a) of the Code, and (where applicable) (A) all summary plan descriptions, summaries of materialrespectively.

Employee Benefit Plans and Contracts. (i) Section 3.1 (u3.1(u) of the Company Disclosure Schedule identifies all "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all bonus, phantom stock, stock appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar compensation, fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former Employee of the Company, 00xx Xxxxxx Productions, MarketSource or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company MarketSource within the meaning of Section 414 of the Code and the regulations promulgated thereunder (an "ERISA Affiliate") and all other written or formal plans or agreements involving direct or indirect compensation (including any employment agreements entered into between the Company or 00xx Xxxxxx Productions MarketSource and any Employee, but excluding workers' compensation, unemployment compensation, other government-mandated programs and the CompanyMarketSource's salary and wage arrangements) currently or previously maintained, contributed to or entered into by the CompanyMarketSource, 00xx Xxxxxx Productions or any ERISA Affiliate thereof for the benefit of any Employee or former Employee under which the Company, 00xx Xxxxxx Productions MarketSource or any ERISA Affiliate thereof has any present or future obligation or liability (the "Employee Plans"), whether or not such plan or arrangement has been terminated. The Company MarketSource has provided to Parent Alloy true and complete copies of all Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof, and (where applicable) (A) all summary plan descriptions, summaries of materialmaterial modifications, and corporate resolutions related to such plans (B) the three most recent determination letters received from the IRS, (C) the three most recent Form 5500 Annual Reports, with all attachments, (D) the most recent audited financial statement and actuarial valuation, and (E) all related agreements, insurance contracts and other agreements which implement each such Employee Plan. Any Employee Plan that individually or collectively would constitute an "employee pension benefit plan", as defined in Section 3(2) of ERISA, but which are not Multiemployer Plans (collectively, the "Pension Plans"), are identified as such in Disclosure Schedule. For purposes of Section 3.1(u), "Employee" means any common law employee, consultant or director of MarketSource who provides or has provided any services to MarketSource related in any manner to the 360 Youth Business.