Common use of Employee Benefit Plans; Labor Matters Clause in Contracts

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a) of the Company Disclosure Statement sets forth a true and complete list as of the date of this Agreement of each material employee benefit plan as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by the Company or any of its Subsidiaries (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has heretofore delivered or will deliver or make available to Tribune within 30 days of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (the "IRS"), if any. Except as provided in the foregoing documents delivered to Tribune and except as provided in Section 4.9(a) of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Plan.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a) of the Company Disclosure Statement sets forth a true and complete list as of the date of this Agreement of With respect to each material employee benefit plan plan, policy, commitment, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in section Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), sponsored, maintained or contributed to, or to which there is an obligation to contribute, by the Company B, or any with respect to which B could incur liability under Title IV of its Subsidiaries ERISA, including, but not limited to, SECTION 4069, 4212(c) or 4204 of ERISA (the "COMPANY B BENEFIT PLANS"). With respect , B has delivered or made available to A and the Company a true and correct copy of (i) such B Benefit Plan and all amendments thereto and the most recent summary plan description related to each Company B Benefit Plan for which a summary plan description is required, (ii) each trust agreement relating to such Benefit Plan, the Company has heretofore delivered or will deliver or make available to Tribune within 30 days of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; report (vForm 5500) the most recent actuarial report, if any; and (vi) the most recent determination letter from filed with the Internal Revenue Service (the "IRS"), (iv) the most recent actuarial report and/or financial statement, if any. Except as provided in , relating to any B Benefit Plan, (v) the foregoing documents delivered most recent determination letter, if any, issued by the IRS with respect to Tribune and except as provided in Section 4.9(aany B Benefit Plan qualified under SECTION 401(a) of the Company Disclosure StatementCode, there are no amendments to (vi) all material communications with any Company Governmental Authority (including the Pension Benefit Plan that have been adopted Guaranty Corporation and the IRS) given or approved nor has received within the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have last three years, and (vii) a material impact on the liabilities description of the Company all unwritten B Benefit PlanPlans, if any.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a2.11(a) of the Company Disclosure Statement sets forth a true and complete list as of the date of this Agreement of each material Schedule lists all employee benefit plan plans (as defined in section Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee or director of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or any which is under common control with the Company (an "ERISA Affiliate") within the meaning of its Subsidiaries Section 414 of the Code, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "COMPANY BENEFIT PLANSEmployee Plans"). With respect to each Company Benefit Plan, the The Company has heretofore delivered or will deliver or make available to Tribune within 30 days Parent, if applicable, a copy of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; the three (ii3) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan, including any actuarial and auditor reports required to be filed with the annual reports, (ii) the most recent plan documents and related trust documents, adoption agreements, nondiscrimination test reports for the last 3 years, and all amendments thereto for each such Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), if any. Except as provided including, in the foregoing documents delivered case of any Employee Plan not set forth in writing, a written description thereof, (iii) the most recent summary plan descriptions for each Employee Plan, (iv) the most recent favorable IRS determination letter and antecedent application materials, and (v) the most recent funding and service agreements and most current insurance policies or contracts with respect to Tribune and except as provided in Section 4.9(a) of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit PlanEmployee Plans.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(aSECTION 5.9(A) of the Company Disclosure Statement sets forth a true and complete list as of the date of this Agreement hereof of each material employee benefit plan (as defined in section Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and contract for employment or benefits, maintained including, but not limited to, severance or change of control agreements, maintained, or contributed to, by the Company or any of its Subsidiaries, or to which the Company or any of its Subsidiaries or any entity described in Section 4.14(b), (c) or (m) of the Code is required to contribute (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has heretofore delivered or will deliver or make made available to Tribune within 30 days of the date of this Agreement Parent a true, correct and complete copy of: of (i) each material writing constituting a part of such Company Benefit Plan, including without limitation all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (the "IRS"), if any. Except as provided in the foregoing documents delivered to Tribune and except as provided in Section 4.9(a) of the Company Disclosure StatementParent, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Planplan.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a4.18(a) of the Company Disclosure Statement sets forth Schedule lists each material Employee Plan, other than Employment Agreements (i) providing for employment at-will and no change in control benefits or (ii) in a true form made available or, except as noted in the sentence that immediately follows this sentence, will furnish or make available no later than 30 days following the date of this Agreement, to Parent. For each material Employee Plan, the Company has furnished or made available to Parent a copy of such plan if reduced to writing (or a description, if such plan is not written) and complete list all material amendments thereto, including a copy of (if applicable) (i) each existing trust agreement, insurance contract, and administrative service agreement, (ii) each summary plan description and summary of material modifications, (iii) the three most recently filed IRS Forms 5500 for each Employee Plan required to file IRS Forms 5500, (iv) the most recent favorable determination or opinion letter from the IRS, (v) the most recently prepared actuarial reports and financial statements, (vi) all discrimination tests for the three most recent plan years to the extent required with respect to the Employee Plan, (vii) all material documents and correspondence relating thereto received from or provided to the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or any other Governmental Authority since January 1, 2015, and (viii) all current employee handbooks, manuals, policies and procedures that applies to any Company Employee. The Company has furnished or made available as of the date of this Agreement of each material employee benefit plan as defined in section 3(3) Employment Agreement and Consulting Agreement that is not terminable at-will or that upon termination of the same could result in liability to the Company. No Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Plan is sponsored or maintained by the Company or any of its Subsidiaries (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has heretofore delivered or will deliver or make available to Tribune within 30 days of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (the "IRS"), if any. Except as provided in the foregoing documents delivered to Tribune and except as provided in Section 4.9(a) of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Planthird party professional employer organization.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a3.9(a) of the Company Disclosure Statement Schedule sets forth a true and complete list as of the date of this Agreement hereof of each material employee benefit plan plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained maintained, or contributed to, by the Company or any of its Subsidiaries Company Subsidiary, or to which the Company or any Company Subsidiary is required to contribute (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, the Company has heretofore delivered or will deliver or make made available to Tribune within 30 days of the date of this Agreement Parent a true, correct and complete copy of: (i1) each writing constituting a part of such Company Benefit Plan, including without limitation all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii2) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii3) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv4) the most recent annual financial report, if any; (v5) the most recent actuarial report, if any; and (vi6) the most recent determination letter from the Internal Revenue Service (the "IRS"), if any. Except as specifically provided in the foregoing documents delivered to Tribune and except as provided in Section 4.9(a) of the Company Disclosure StatementParent, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Plan.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a3.11(a) of the Company Disclosure Statement sets forth a true and complete list as of the date of this Agreement of each material Schedule lists all employee benefit plan plans (as defined in section Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any severance, consulting or retention agreements, written or otherwise, funded or unfunded, formal or informal and whether or not subject to ERISA, for the benefit of, or relating to, any current or former employee or director of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or any which is under common control with the Company (an "ERISA AFFILIATE") within the meaning of its Subsidiaries Section 414 of the Internal Revenue Code of 1986, as amended (the "COMPANY BENEFIT CODE"), as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "EMPLOYEE PLANS"). With respect to each Company Benefit Plan, the The Company has heretofore delivered or will deliver or make made available to Tribune within 30 days Parent, if applicable, complete and accurate copies of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; the three (ii3) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual reports on Form 5500 and related schedules and financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from statements filed with the Internal Revenue Service (the "IRS")) for each Employee Plan, if any. Except as provided including any actuarial and auditor reports required to be filed with the annual reports; (ii) the most recent plan documents and related trust documents, adoption agreements, nondiscrimination test reports for the last three (3) years, and all amendments thereto for each Employee Plan currently proposed or final, including, in the foregoing documents delivered case of any Employee Plan not set forth in writing, a written description thereof; (iii) the most recent summary plan description for each Employee Plan; (iv) the most recent favorable IRS determination letter and antecedent application materials for each Employee Plan; (v) the most recent funding and service agreements and most current insurance policies or contracts with respect to Tribune the Employee Plans; (vi) all COBRA forms and except as provided related notices, (vii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in Section 4.9(aconnection with each Employee Plan and (viii) all written policies, rules, or procedures applicable to employees of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted and the employment relationship. No person who is not a current or approved nor has former employee or director of the Company or an ERISA Affiliate, or the surviving spouse, beneficiary, or dependent of such a current or former employee or director is entitled to benefits under any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Employee Plan.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a4.18(a) of the Company Disclosure Statement sets forth Schedule lists each material Employee Plan, other than Employment Agreements (i) providing for employment at-will and no change in control benefits or (ii) in a true form made available or, except as noted in the sentence that immediately follows this sentence, will furnish or make available no later than 30 days following the date of this Agreement, to Parent. For each material Employee Plan, the Company has furnished or made available to Parent a copy of such plan if reduced to writing (or a description, if such plan is not written) and complete list all material amendments thereto, including a copy of (if applicable) (i) each existing trust agreement, insurance contract, and administrative service agreement, (ii) each summary plan description and summary of material modifications, (iii) the three most recently filed IRS Forms 5500 for each Employee Plan required to file IRS Forms 5500, (iv) the most recent favorable determination or opinion letter from the IRS, (v) the most recently prepared actuarial reports and financial statements, (vi) all discrimination tests for the three most recent plan years to the extent required with respect to the Employee Plan, (vii) all 36 material documents and correspondence relating thereto received from or provided to the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or any other Governmental Authority since January 1, 2015, and (viii) all current employee handbooks, manuals, policies and procedures that applies to any Company Employee. The Company has furnished or made available as of the date of this Agreement of each material employee benefit plan as defined in section 3(3) Employment Agreement and Consulting Agreement that is not terminable at-will or that upon termination of the same could result in liability to the Company. No Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Plan is sponsored or maintained by the Company or any of its Subsidiaries (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has heretofore delivered or will deliver or make available to Tribune within 30 days of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (the "IRS"), if any. Except as provided in the foregoing documents delivered to Tribune and except as provided in Section 4.9(a) of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Planthird party professional employer organization.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(aSchedule 2.13(a) of the Company Disclosure Statement sets forth a true and complete list as of the date of this Agreement of each material lists all employee benefit plan plans (as defined in section Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), maintained by and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee or director of the Company or any of its Subsidiaries Subsidiaries, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate"), as well as each plan with respect to which the Company, a Company Subsidiary or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "COMPANY BENEFIT PLANSEmployee Plans"). With respect to each Company Benefit Plan, the The Company has heretofore delivered or will deliver or make made available to Tribune within 30 days Parent a copy of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; the three (ii3) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from reports on Form 5500 filed with the Internal Revenue Service (the "IRS")) for each Employee Plan, if any. Except as provided including any actuarial and auditor reports required to be filed with the annual reports, (ii) the most recent plan documents and related trust documents, adoption agreements, nondiscrimination test reports for the last 3 years, and all amendments thereto for each such Employee Plan, including, in the foregoing documents delivered case of any Employee Plan not set forth in writing, a written description thereof, (iii) the most recent summary plan descriptions for each Employee Plan, (iv) the most recent favorable IRS determination letter and antecedent application materials, and (v) the most recent funding and service agreements and most current insurance policies or contracts with respect to Tribune and except as provided in Section 4.9(a) of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit PlanEmployee Plans.

Employee Benefit Plans; Labor Matters. (a) Section 4.9(a) of the Company Disclosure Statement sets forth a true and complete list as of the date of this Agreement of each material employee benefit plan as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by the Company or any of its Subsidiaries (the "COMPANY BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, the Company has heretofore delivered or will deliver or make available to Tribune within 30 days of the date of this Agreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (the "IRS"), if any. Except as provided in the foregoing documents delivered to Tribune and except as provided in Section 4.9(a) of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Plan.