Common use of Employee Benefits; Labor Matters Clause in Contracts

Employee Benefits; Labor Matters. (a) Section 3.10(a) of the Newpark Disclosure Schedule sets forth a true and complete list of all Benefit Plans. With respect to each Benefit Plan, Newpark and/or Newpark Texas has made available to Purchaser true and correct copies of (i) each Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) all current summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed with the Internal Revenue Service (“IRS”) with respect to such Benefit Plan, (iv) the most recent actuarial report or other financial statement relating to such Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Benefit Plan and any pending request for such a determination, (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Benefit Plan, (vii) all material filings, other than routine tax filings, made with any Governmental Entity, including without limitation any filings under the Employee Plan Compliance Resolution System (“EPCRS”) or the Department of Labor Voluntary Delinquent Filer or Voluntary Fiduciary Correction Programs during the past twelve (12) months. (b) With respect to the Benefit Plans identified in Section 3.10(a) of the Newpark Disclosure Schedule, as applicable, and except as set forth in Section 3.10(b) of the Newpark Disclosure Schedule, (i) each has been operated in all material respects in accordance with its terms and in compliance with applicable Laws, including applicable provisions of ERISA, the Code and other applicable Law; (ii) each that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter as to its qualification; (iii) no “reportable event” (as such term is defined in Section 4043 of ERISA) that would reasonably be expected to result in material liability, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred with respect to any such plan that is subject to ERISA; (iv) no suit, administrative proceeding, action or other litigation is pending, or to the knowledge of Newpark or Newpark Texas is threatened, against or with respect to any such Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims), which could continue to be a liability of a Transferred Entity after the Effective Time, (v) no Transferred Entity has any liability under ERISA Section 502, (vi) all contributions and payments to such Benefit Plan are deductible and have been deductible under Code Sections 162 or 404, and (vii) no Transferred Entity has any liability for an excise tax under Chapter 43 of the Code. (c) Except as set forth in Section 3.10(c) of the Newpark Disclosure Schedule, all contributions or payments required to be made or accrued before the Effective Time under the terms of any Benefit Plan in which any Transferred Employees participate will have been made or accrued by the Effective Time, except where the failure to make any such contribution or payment would not, individually or in the aggregate, have a Material Adverse Effect. No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code. No Transferred Entity has incurred or reasonably is expected to incur any liability to the Pension Benefit Guaranty Corporation with respect to any Benefit Plan. No Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) Except as required by Law, no Benefit Plan provides any of the following retiree or post-employment benefits to any Person: medical, disability or life insurance benefits. No Benefit Plan is a voluntary employee beneficiary association under Section 501(a)(9) of the Code. Newpark and its Subsidiaries are in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any similar state Law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder. (e) No payment or benefit provided pursuant to any Benefit Plan between a Transferred Entity and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations and IRS guidance thereunder) will or may provide for the deferral of compensation subject to Section 409A of the Code, whether pursuant to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) or otherwise. (f) Section 3.10(f) of the Newpark Disclosure Schedule lists all current employees of the Transferred Entities as of October 3, 2007 and their hourly rates of compensation or base salaries (as applicable) and their respective accrued vacation, sick leave and other paid time off days. In addition, to the extent any current employee of a Transferred Entity is on a leave of absence as of October 3, 2007, Section 3.10(f) of the Newpark Disclosure Schedule indicates the nature of such leave of absence and each such employee’s anticipated date of return to active employment. The Transferred Entities currently comply in all material respects and during the past three (3) years have continuously complied in all material respects, with all Laws relating to the hiring, employment and termination of workers, including, but not limited to, Laws relating to the classification of workers, wages, hours, overtime, employment taxes, equal employment opportunity, non-discrimination, medical leave, military leave, and immigration and with all Laws governing occupational health and safety. (g) None of the Transferred Entities is delinquent in payments to, or on behalf of, any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by employees to date or amounts required to be reimbursed to such employees. None of the Transferred Entities is delinquent in payments of any employment taxes on behalf of any employees with respect to services provided through the Closing Date. There has been no charge of discrimination filed or, to the knowledge of Newpark, threatened, against any of the Transferred Entities with the Equal Employment Opportunity Commission or similar Governmental Entity. There is no pending or, to the knowledge of Newpark, threatened administrative or judicial proceeding or material investigation under the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Occupational Safety and Health Act, the National Labor Relations Act, ERISA, the Code, or any other federal or state Law relating to the employees of the Transferred Entities. (h) None of the Transferred Entities is a party to or otherwise bound by any collective bargaining agreement or other contract or agreement with any labor organization, nor is any such contract or agreement presently being negotiated. There is no pending or, to the knowledge of Newpark, threatened (i) material unfair labor practice, labor dispute (other than routine individual grievances), labor arbitration proceeding or Action pertaining to labor issues or matters against the Transferred Entities relating to the Business, by or on behalf of any employee, prospective employee, former employee, labor organization or Governmental Entity, (ii) material activity or proceeding by a labor union or representative thereof to organize any employees of the Transferred Entities, or (iii) lockouts, strikes, material slowdowns, material work stoppages or other material labor controversies by or with respect to employees of the Transferred Entities. (i) None of Newpark, Newpark Texas or any Transferred Entity has received any notice of any violation of any immigration and naturalization Laws relating to employment and employees, and each of Newpark, Newpark Texas and any Transferred Entity has properly completed and maintained all applicable immigration and naturalization forms as required by Law (including, where applicable but not limited to, I-9 forms) with respect to the past and present employees of the Business. Newpark, Newpark Texas and the Transferred Entities are in compliance with all such immigration and naturalization Laws and there are no citations, investigations, administrative proceedings or formal complaints or violations of the immigration or naturalization Laws pending or, to Newpark’s knowledge, threatened before any Governmental Entity involving any past or present employees of the Business. (j) Section 3.10(j) of the Newpark Disclosure Schedule sets forth a true, complete and correct description of (i) all pending or, to the knowledge of Newpark, threatened claims as of the date hereof and immediately prior to the Closing of past or present employees of the Business for compensation for injury, disability or illness arising out of such employee’s employment in the Business, and (ii) any accident that occurred within the past two years in which any employee of the Business was injured within the course and scope of employment.

Employee Benefits; Labor Matters. Except as set forth in Schedule 4.13 of the Disclosure Schedule: (a) Each employee benefit plan as defined in Section 3.10(a3(3) of the Newpark Disclosure Schedule sets forth a true Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and complete list of any other plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other benefits to any current or former employee or independent contractor providing services to or for the Business (or to any dependent or beneficiary thereof), which is maintained by any Seller or under which any Seller has an obligation to contribute, including all pension, retirement, profit-sharing, stock, stock option, deferred compensation, bonus, incentive, medical, vision, dental and other health insurance, life insurance or any other employees benefit plan, arrangement or understanding and any trusts, insurance and administrative service contracts and agreements maintained in connection therewith (collectively, "Benefit Plans"), conform in all material respects to, and the administration thereof is in material compliance with, all applicable laws and regulations, including, without limitation ERISA and the Code, and neither the operation or administration of any such Benefit Plan, nor the transactions contemplated by this Agreement will result in any liability to any Seller, the Business or Buyer under or in respect of any of such Benefit Plans, in Buyer incurring or suffering any liability, or have any adverse effect on the financial condition, assets, liabilities or results of operations of any Seller, the Business or Buyer. With All contributions required, by law or by contract, to be made to any Benefit Plans subject to ERISA for any plan year or other period on the basis of which contributions are required, ending before the date hereof, have been made as of the date hereof. Sellers have complied in all material respects with all reporting and disclosure requirements with respect to each Benefit Plan, Newpark and/or Newpark Texas has made available to Purchaser true and correct copies of (i) each . No such Benefit Plan (including any trust created thereunder), nor any trustee or administrator thereof, has engaged in any transaction prohibited by ERISA or any foreign law, or by Section 4975 of the Code, which could subject any Seller, the Business or such Plan to any penalty imposed under ERISA or to any tax imposed by Section 4975 of the Code or, if not writtenany such transaction has occurred, a written summary it has been corrected within the meaning of its material terms)Section 4975 of the Code, including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) all current summary plan descriptions, (iii) the most recent annual report (Form 5500 series) filed applicable taxes and penalties with the Internal Revenue Service (“IRS”) respect thereto have been paid. No "reportable event" as that term is defined in ERISA has occurred with respect to such any of the Benefit PlanPlans. No Seller participates, maintains or contributes to (iv) the most recent actuarial report nor has any Seller participated, maintained or other financial statement relating contributed to), nor has any liability or obligation under or with respect to, any multi-employer plan governed by or subject to such Benefit PlanERISA, (v) the most recent determination nor has it participated, maintained, contributed or opinion letter, if any, issued by the IRS incurred any liability in respect of any thereof. No Seller has any liability or obligation with respect to any Benefit Plan and any pending request for such a determination, (vi) or trust related thereto that may have been terminated prior to the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Benefit Plan, (vii) all material filings, other than routine tax filings, made with any Governmental Entity, including without limitation any filings under the Employee Plan Compliance Resolution System (“EPCRS”) or the Department of Labor Voluntary Delinquent Filer or Voluntary Fiduciary Correction Programs during the past twelve (12) monthsdate hereof. (b) With respect to the Benefit Plans identified in Section 3.10(a) of the Newpark Disclosure Schedule, as applicable, and except as set forth in Section 3.10(b) of the Newpark Disclosure Schedule, (i) each has been operated Sellers have complied in all material respects in accordance with its terms all applicable laws, rules and in compliance with applicable Lawsregulations relating to the employment of labor, including applicable provisions those relating to hiring, wages, hours, collective bargaining and the payment and withholding of ERISAtaxes, the Code and other applicable Law; (ii) each that is intended has withheld all amounts required by law, regulation or agreement to be qualified within withheld from the meaning wages or salaries of Section 401(a) its employees and is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the Code foregoing. No Seller has received a favorable determination letter as to its qualification; (iii) engaged in any unfair labor practice, and there is no “reportable event” (as such term is defined in Section 4043 of ERISA) that would reasonably be expected to result in material liabilityunfair labor practice, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred with respect to any such plan that is subject to ERISA; (iv) no suit, administrative proceeding, action sexual harassment or other litigation is employment-related complaint pending, or or, to the knowledge of Newpark any Seller, threatened against any Seller or Newpark Texas any officer, director or employee thereof. There do not exist any pending worker's compensation claims against any Seller that is threatenednot adequately provided for by insurance, against subject to deductibles, or with respect to any such Benefit Plan, including pending or written claim that any audit or inquiry by the IRS or United States Department workplace of Labor (other than routine benefits claims), which could continue to be a liability of a Transferred Entity after the Effective Time, (v) no Transferred Entity has any liability under ERISA Section 502, (vi) all contributions and payments to such Benefit Plan are deductible and have been deductible under Code Sections 162 or 404, and (vii) no Transferred Entity has any liability for an excise tax under Chapter 43 of the CodeSeller is unsafe. (c) Except as set forth in Section 3.10(c) Sellers have previously delivered to Buyer a schedule listing each present and former employee of the Newpark Disclosure Schedule, all contributions Business who is currently claiming or payments required to be made or accrued before the Effective Time under the terms of any Benefit Plan in which any Transferred Employees participate will have been made or accrued by the Effective Time, except where the failure to make any such contribution or payment would not, individually or in the aggregate, have a Material Adverse Effect. No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code. No Transferred Entity has incurred or reasonably is expected to incur any liability to the Pension Benefit Guaranty Corporation with respect entitled to any Benefit Plan. No Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of ERISA). (d) Except as required by Law, no Benefit Plan provides any of the following retiree or post-employment benefits to any Person: medical, disability or life insurance benefits. No Benefit Plan is a voluntary employee beneficiary association under Section 501(a)(9) of the Code. Newpark and its Subsidiaries are in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of related benefits mandated by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended ("COBRA"), and the regulations (including proposed regulations) thereunder and or any similar state Law and (ii) the applicable requirements of the Health Insurance Portability rules or regulations thereunder. (d) Other than as required by COBRA, none of Sellers has offered or provided or is required to offer or provided any post-employment or retiree medical or health benefits or coverage of any nature to any past or present employee (other than to union employees at the Verona, MO plant to the extent expressly required under the Collective Bargaining Agreement). The census data provided to Xxxxxxx X. Xxxxxx, Incorporated as of May 1, 2001 in connection with such firm's computation of Accumulated Post-retirement Benefit Obligation as of May 1, 2001 is set forth in Schedule 4.13(d) of the Disclosure Schedule, is true and Accountability Act of 1996complete and covers all former employees (and their dependents) who are entitled to retiree health benefits, all active employees who are eligible to receive retiree health benefits and all other active employees who may in the future be entitled to receive retiree health benefits, all as amended, and the regulations (including the proposed regulations) thereunderindicated therein. (e) No payment or benefit provided pursuant to Benefit Plan, including any Benefit Plan between providing long term disability benefits, covers any employee(s) whose terms of employment are governed by a Transferred Entity and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations and IRS guidance thereunder) will or may provide for the deferral of compensation subject to Section 409A of the Code, whether pursuant to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) or otherwise. (f) Section 3.10(f) of the Newpark Disclosure Schedule lists all current employees of the Transferred Entities as of October 3, 2007 and their hourly rates of compensation or base salaries (as applicable) and their respective accrued vacation, sick leave and other paid time off days. In addition, to the extent any current employee of a Transferred Entity is on a leave of absence as of October 3, 2007, Section 3.10(f) of the Newpark Disclosure Schedule indicates the nature of such leave of absence and each such employee’s anticipated date of return to active employment. The Transferred Entities currently comply in all material respects and during the past three (3) years have continuously complied in all material respects, with all Laws relating to the hiring, employment and termination of workers, including, but not limited to, Laws relating to the classification of workers, wages, hours, overtime, employment taxes, equal employment opportunity, non-discrimination, medical leave, military leave, and immigration and with all Laws governing occupational health and safety. (g) None of the Transferred Entities is delinquent in payments to, or on behalf of, any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by employees to date or amounts required to be reimbursed to such employees. None of the Transferred Entities is delinquent in payments of any employment taxes on behalf of any employees with respect to services provided through the Closing Date. There has been no charge of discrimination filed or, to the knowledge of Newpark, threatened, against any of the Transferred Entities with the Equal Employment Opportunity Commission or similar Governmental Entity. There is no pending or, to the knowledge of Newpark, threatened administrative or judicial proceeding or material investigation under the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Occupational Safety and Health Act, the National Labor Relations Act, ERISA, the Code, or any other federal or state Law relating to the employees of the Transferred Entities. (h) None of the Transferred Entities is a party to or otherwise bound by any collective bargaining agreement or other contract or agreement with any labor organization, nor is any such contract or agreement presently being negotiated. There is no pending or, to the knowledge of Newpark, threatened (i) material unfair labor practice, labor dispute (other than routine individual grievances), labor arbitration proceeding or Action pertaining to labor issues or matters against the Transferred Entities relating to the Business, by or on behalf of any employee, prospective employee, former employee, labor organization or Governmental Entity, (ii) material activity or proceeding by a labor union or representative thereof to organize any employees of the Transferred Entities, or (iii) lockouts, strikes, material slowdowns, material work stoppages or other material labor controversies by or with respect to employees of the Transferred Entities. (i) None of Newpark, Newpark Texas or any Transferred Entity has received any notice of any violation of any immigration and naturalization Laws relating to employment and employees, and each of Newpark, Newpark Texas and any Transferred Entity has properly completed and maintained all applicable immigration and naturalization forms except as required by Law (including, where applicable but not limited to, I-9 forms) with respect to the past and present employees of the Business. Newpark, Newpark Texas and the Transferred Entities are in compliance with all such immigration and naturalization Laws and there are no citations, investigations, administrative proceedings or formal complaints or violations of the immigration or naturalization Laws pending or, to Newpark’s knowledge, threatened before any Governmental Entity involving any past or present employees of the Business. (j) Section 3.10(j) of the Newpark Disclosure Schedule sets forth a true, complete and correct description of (i) all pending or, to the knowledge of Newpark, threatened claims as of the date hereof and immediately prior to the Closing of past or present employees of the Business provided for compensation for injury, disability or illness arising out of such employee’s employment in the Business, and (ii) any accident that occurred within the past two years in which any employee of the Business was injured within the course and scope of employmentCollective Bargaining Agreement.

Employee Benefits; Labor Matters. (a) Section 3.10(a) of the Newpark Disclosure Schedule sets forth a true and complete list of all Benefit Plans. With respect to each Benefit Plan, Newpark and/or Newpark Texas has Sellers have made available to Purchaser true and correct copies of each plan or arrangement (including each "employee benefit plan" as defined in Section 3(3) of ERISA and any "specified fringe benefit plan" as defined in Section 6039D of the Code) maintained or contributed to by (i) each Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance contracts any Seller or other funding vehicles and all amendments thereto, (ii) all current summary plan descriptionsany entity which is (or at the relevant time was) a member of a "controlled group of corporations" with, under "common control" with or a member of an "affiliated service group" with, any Seller as defined in Code Section 414(b), (iiic), (m) the most recent annual report or (Form 5500 serieso) filed (an "ERISA Affiliate") and which provides benefits to any current or former employee of any Seller employed in connection with the Internal Revenue Service operation of the Radios Broadcast Stations (“IRS”collectively, "Employee Benefit Plans"), and any other "group health plan" (as defined in Section 607 of ERISA) with respect to such Benefit Plan, (iv) the most recent actuarial report or other financial statement relating to such Benefit Plan, (v) the most recent determination or opinion letter, if any, issued sponsored by the IRS with respect to any Benefit Plan and any pending request for such a determination, (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Benefit Plan, (vii) all material filings, other than routine tax filings, made with any Governmental Entity, including without limitation any filings under the Employee Plan Compliance Resolution System (“EPCRS”) Seller or the Department of Labor Voluntary Delinquent Filer or Voluntary Fiduciary Correction Programs during the past twelve (12) monthsan ERISA Affiliate. (b) With respect to the Each Employee Benefit Plans identified in Section 3.10(a) of the Newpark Disclosure Schedule, as applicable, and except as set forth in Section 3.10(b) of the Newpark Disclosure Schedule, (i) each has been operated Plan complies in all material respects in accordance form and operation with its terms all applicable law including without limitation ERISA and in compliance with applicable Laws, including applicable provisions of ERISA, the Code and other applicable Law; (ii) each that Code. Each Employee Benefit Plan which is intended to be qualified within the meaning of under Section 401(a) of the Code is so qualified. Neither the Sellers nor any ERISA Affiliate has received ever contributed to a favorable determination letter as to its qualification; (iii) no “reportable event” (as such term is defined in Section 4043 of ERISA) that would reasonably be expected to result in material liability, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred with respect to any such plan that is subject to ERISA; (iv) no suit, administrative proceeding, action or other litigation is pending, or to the knowledge of Newpark or Newpark Texas is threatened, against or with respect to any such Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims), which could continue to be a liability of a Transferred Entity after the Effective Time, (v) no Transferred Entity has any liability under ERISA Section 502, (vi) all contributions and payments to such Benefit Plan are deductible and have been deductible under Code Sections 162 or 404, and (vii) no Transferred Entity has any liability for an excise tax under Chapter 43 of the Code. (c) Except as set forth in Section 3.10(c) of the Newpark Disclosure Schedule, all contributions or payments required to be made or accrued before the Effective Time under the terms of any Benefit Plan in which any Transferred Employees participate will have been made or accrued by the Effective Time, except where the failure to make any such contribution or payment would not, individually or in the aggregate, have a Material Adverse Effect. No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code. No Transferred Entity has incurred or reasonably is expected to incur any liability to the Pension Benefit Guaranty Corporation with respect to any Benefit Plan. No Benefit Plan is a “"multiemployer plan” (" as defined in Section 3(37) or 4001(a) of ERISA and has no withdrawal liability under any such multiemployer plan. Neither the Seller nor any ERISA Affiliate has incurred or reasonably expects to incur any liability under Title IV of ERISA). Neither the Sellers nor any ERISA Affiliate maintains or has ever maintained any employee welfare benefit plan (as defined in ERISA) providing medical, health or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses, or dependents. Neither the Sellers or any ERISA Affiliate has any announced plan or legally binding commitment to terminate or modify any Employee Benefit Plan and Sellers or any ERISA Affiliate shall continue to maintain a group health plan for at least eighteen (18) months after the Closing Date. It is expressly understood that Purchaser is not assuming any obligation with respect to any Employee Benefit Plan. (c) There is no pending claim, charge or litigation relating to the employment, termination of employment, compensation or employee benefits of any current or former employee of any Seller, nor, to the knowledge of any Seller or the Bankruptcy Administrative Officer, is any such claim or litigation threatened. (d) Except as required None of Sellers' employees is subject to or covered by Law, no Benefit Plan provides any of the following retiree a collective bargaining agreement or post-employment benefits to any Person: medical, disability or life insurance benefits. No Benefit Plan is a voluntary employee beneficiary association under Section 501(a)(9) of the Code. Newpark and its Subsidiaries are in material compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedlabor union agreement, and there is no strike, dispute, slowdown, work stoppage or other concerted activity pending or threatened against or affecting the regulations (including proposed regulations) thereunder and any similar state Law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amendedBusiness, and the regulations (including the proposed regulations) thereunder. (e) No payment or benefit provided pursuant to any Benefit Plan between a Transferred Entity and any “service provider” (as there has been no such term is defined in Section 409A of the Code and the Treasury Regulations and IRS guidance thereunder) will or may provide for the deferral of compensation subject to Section 409A of the Code, whether pursuant to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) or otherwise. (f) Section 3.10(f) of the Newpark Disclosure Schedule lists all current employees of the Transferred Entities as of October 3, 2007 and their hourly rates of compensation or base salaries (as applicable) and their respective accrued vacation, sick leave and other paid time off days. In addition, to the extent any current employee of a Transferred Entity is on a leave of absence as of October 3, 2007, Section 3.10(f) of the Newpark Disclosure Schedule indicates the nature of such leave of absence and each such employee’s anticipated date of return to active employment. The Transferred Entities currently comply in all material respects and job action during the past three (3) years have continuously complied in all material respects, with all Laws relating to the hiring, employment and termination of workers, including, but not limited to, Laws relating to the classification of workers, wages, hours, overtime, employment taxes, equal employment opportunity, non-discrimination, medical leave, military leave, and immigration and with all Laws governing occupational health and safety. (g) None of the Transferred Entities is delinquent in payments to, or on behalf of, any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by employees to date or amounts required to be reimbursed to such employees. None of the Transferred Entities is delinquent in payments of any employment taxes on behalf of any employees with respect to services provided through the Closing Date. There has been no charge of discrimination filed orand, to the knowledge of Newparkany Seller or the Bankruptcy Administrative Officer, threatened, against any of the Transferred Entities with the Equal Employment Opportunity Commission or similar Governmental Entity. There is no pending or, to the knowledge of Newpark, threatened administrative or judicial proceeding or material investigation under the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Occupational Safety and Health Act, the National Labor Relations Act, ERISA, the Codeunion represents, or is seeking to represent or organize, any other federal or state Law relating to the employees employee of the Transferred Entitiesany Seller. (he) None Sellers have made available to Purchaser a true and correct list of all persons employed at the Transferred Entities is Stations, including information regarding date of hire, a party description of material compensation arrangements and a description of any other terms of any and all agreements affecting such persons and their employment by Sellers. Except as previously disclosed in writing to or otherwise bound by any collective bargaining agreement or other contract or agreement Purchaser, no persons employed at the Stations are shared with any labor organization, nor is non-Seller third party or entity (including any such contract radio station directly or agreement presently being negotiated. There is no pending or, to the knowledge of Newpark, threatened (i) material unfair labor practice, labor dispute (other than routine individual grievancesindirectly owned or operated by Xxxx Xxxxx), labor arbitration proceeding or Action pertaining to labor issues or matters against the Transferred Entities relating to the Business, by or on behalf of any employee, prospective employee, former employee, labor organization or Governmental Entity, (ii) material activity or proceeding by a labor union or representative thereof to organize any employees of the Transferred Entities, or (iii) lockouts, strikes, material slowdowns, material work stoppages or other material labor controversies by or with respect to employees of the Transferred Entities. (i) None of Newpark, Newpark Texas or any Transferred Entity has received any notice of any violation of any immigration and naturalization Laws relating to employment and employees, and each of Newpark, Newpark Texas and any Transferred Entity has properly completed and maintained all applicable immigration and naturalization forms as required by Law (including, where applicable but not limited to, I-9 forms) with respect to the past and present employees of the Business. Newpark, Newpark Texas and the Transferred Entities are in compliance with all such immigration and naturalization Laws and there are no citations, investigations, administrative proceedings or formal complaints or violations of the immigration or naturalization Laws pending or, to Newpark’s knowledge, threatened before any Governmental Entity involving any past or present employees of the Business. (j) Section 3.10(j) of the Newpark Disclosure Schedule sets forth a true, complete and correct description of (i) all pending or, to the knowledge of Newpark, threatened claims as of the date hereof and immediately prior to the Closing of past or present employees of the Business for compensation for injury, disability or illness arising out of such employee’s employment in the Business, and (ii) any accident that occurred within the past two years in which any employee of the Business was injured within the course and scope of employment.

Employee Benefits; Labor Matters. (a) Section 3.10(a4.15(a) of the Newpark Disclosure Schedule sets forth a true lists every Employee Benefit Plan and complete list Employee Pension Benefit Plan that the Company or any of all Benefit Plansits ERISA Affiliates maintains or to which the Company or any of its ERISA Affiliates contributes. With respect to each Employee Benefit Plan and Employee Pension Benefit Plan, Newpark and/or Newpark Texas the Company has made available to Purchaser Parent true and correct copies complete copies, if applicable, of (i) each Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles documents and all amendments thereto, (ii) all current summary plan descriptionstrust agreements, (iii) the most recent annual report (Form 5500 series) filed all summary plan descriptions and other material communications with the Internal Revenue Service (“IRS”) with respect to such Benefit Planparticipants, (iv) the most recent actuarial report or other financial statement relating to such Benefit Planall Internal Revenue Service determination letters, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to written descriptions of any unwritten Employee Benefit Plan Plans and any pending request for such a determinationEmployee Pension Benefit Plans, (vi) the three most recent nondiscrimination tests performed under the Code (including 401(k) recently filed Forms 5500 or 5500C/R and 401(m) tests) for each Benefit Planany financial statements or actuarial reports related thereto, (vii) all reports received from service providers within the preceding three years and (viii) all notices received from any governmental entity within the preceding three years. (i) To the Knowledge of the Company, each Employee Benefit Plan and Employee Pension Benefit Plan (and each related trust, insurance contract or fund) has been maintained, funded and administered in accordance with the terms of such Employee Benefit Plan or Employee Pension Benefit Plan and complies in form and in operation in all material filings, respects with the applicable requirements of ERISA and the Code or any other relevant regulations or applicable Law. (ii) All contributions (including all employer contributions and employee salary reduction contributions) that are due have been made to each Employee Benefit Plan that is an Employee Pension Benefit Plan within the time and other limits required by applicable Law. All premiums or other payments that are due have been paid with respect to each Employee Benefit Plan that is an Employee Welfare Benefit Plan. (iii) The only Liability of the Company or any of its ERISA Affiliates to any person in respect of any Employee Pension Benefit Plan is to contribute to those plans set forth in Section 4.15(a) of the Disclosure Schedule. (iv) No Employee Pension Benefit Plan provides any benefits other than routine tax filingsMoney Purchase Benefits, made with and neither the Company nor any of its ERISA Affiliates has any obligation to pay, to or in respect of any member of an Employee Pension Benefit Plan, any benefits of which the value is greater than the value of the assets attributable to that member. (v) Each Employee Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code Section 401(a) or other requirements of any applicable Law has timely received a favorable determination letter or other necessary approval from the Internal Revenue Service or other relevant Governmental Entity, including without limitation any filings under Body to the effect that such Employee Benefit Plan meets all requirements of Code Section 401(a) or other applicable Law relevant to the Employee Benefit Plan Compliance Resolution System (“EPCRS”) for which a determination letter or other approval is currently available, and, to the Department Knowledge of Labor Voluntary Delinquent Filer the Company, no fact or Voluntary Fiduciary Correction Programs during event has occurred since the past twelve (12) monthsdate of such determination letter or approval to adversely affect the qualification approval of such Employee Benefit Plan. (b) With respect Parent has been given details of all employees earning in excess of $100,000 (or an equivalent amount in foreign currency) per year, including details of any remuneration and other benefits payable to the Benefit Plans identified in Section 3.10(a) of the Newpark Disclosure Schedule, as applicablesuch employees, and except as set forth copies of all current Contracts of employment for any employee earning in Section 3.10(bexcess of $100,000 (or an equivalent amount in foreign currency) and details of the Newpark Disclosure Schedule, any consultancy agreements have been made available to Parent. (i) each Neither the basis nor rate of remuneration payable or other benefits in kind provided (including under any Employee Benefit Plan) to any employee of the Company or any of its Subsidiaries has been operated in all material respects in accordance with changed since the Balance Sheet Date so as to increase aggregate annual payroll costs of the Company or any of its terms and in compliance with applicable Laws, including applicable provisions of ERISA, the Code and other applicable Law; Subsidiaries by more than 5%. (ii) each that is intended Neither the Company nor any of its Subsidiaries has entered into any arrangement (oral or otherwise) regarding any future variation to be qualified within the meaning any contract of Section 401(a) employment or collective agreement, nor have there been any agreements, undertakings or assurances given to any past, present or future officers or employees of the Code has received a favorable determination letter Company or any of its Subsidiaries or any other person as to its qualification; (iii) no “reportable event” (as such term is defined in Section 4043 the introduction of ERISA) that would reasonably be expected to result in material liability, no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or “accumulated funding deficiency” (as such term is defined in Section 302 of ERISA and Section 412 of the Code (whether or not waived) has occurred with respect to any such plan that is subject to ERISA; (iv) no suit, administrative proceeding, action or other litigation is pending, or to the knowledge of Newpark or Newpark Texas is threatened, against or with respect to any such Employee Pension Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims), which could continue to be a liability of a Transferred Entity after the Effective Time, (v) no Transferred Entity has any liability under ERISA Section 502, (vi) all contributions and payments to such Benefit Plan are deductible and have been deductible under Code Sections 162 or 404, and (vii) no Transferred Entity has any liability for an excise tax under Chapter 43 of the Code. (ciii) Except as set forth in Section 3.10(c4.15(b) of the Newpark Disclosure Schedule, all contributions contracts of employment (written or payments required otherwise) can be terminated without notice without giving rise to be made any claim for damages or accrued before other compensation (other than compensation payable due to any applicable overriding Law). (c) Neither the Effective Time under the terms Company nor any of its ERISA Affiliates maintains, sponsors or contributes to any Employee Pension Benefit Plan in which any Transferred Employees participate will have been made or accrued by the Effective Time, except where the failure to make any such contribution or payment would not, individually or in the aggregate, have a Material Adverse Effect. No Benefit Plan that is subject to Title IV of ERISA or Code Section 412 or that is an employee stock ownership plan within the meaning of the Code. No Transferred Entity has incurred or reasonably is expected to incur any liability to the Pension Benefit Guaranty Corporation with respect to any Benefit Plan. No Benefit Plan is a “multiemployer plan” (as defined in Code Section 3(37) of ERISA4975(e)(7). (d) Except as required by Law, no Benefit Plan provides any of the following retiree or post-employment benefits to any Person: medical, disability or life insurance benefits. No Employee Benefit Plan is a voluntary employee beneficiary association under Section 501(a)(9) Multiemployer Plan. Neither the Company nor any of the Code. Newpark and its Subsidiaries are in material compliance with ERISA Affiliates has (i) at any time during the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations last six (including proposed regulations6) thereunder and years contributed to or been obligated to contribute to any similar state Law and Multiemployer Plan or (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunderincurred any withdrawal liability to a Multiemployer Plan that has not been satisfied in full. (e) No payment or benefit provided pursuant to any Benefit Plan between a Transferred Entity and any “service provider” (Except as such term is defined set forth in Section 409A of the Code and the Treasury Regulations and IRS guidance thereunder) will or may provide for the deferral of compensation subject to Section 409A of the Code, whether pursuant to the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) or otherwise. (f) Section 3.10(f4.15(e) of the Newpark Disclosure Schedule lists all current employees of Schedule, neither the Transferred Entities as of October 3, 2007 and their hourly rates of compensation or base salaries (as applicable) and their respective accrued vacation, sick leave and other paid time off days. In addition, to the extent any current employee of a Transferred Entity is on a leave of absence as of October 3, 2007, Section 3.10(f) of the Newpark Disclosure Schedule indicates the nature of such leave of absence and each such employee’s anticipated date of return to active employment. The Transferred Entities currently comply in all material respects and during the past three (3) years have continuously complied in all material respects, with all Laws relating to the hiring, employment and termination of workers, including, but not limited to, Laws relating to the classification of workers, wages, hours, overtime, employment taxes, equal employment opportunity, non-discrimination, medical leave, military leave, and immigration and with all Laws governing occupational health and safety. (g) None of the Transferred Entities is delinquent in payments to, or on behalf of, any employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by employees to date or amounts required to be reimbursed to such employees. None of the Transferred Entities is delinquent in payments of any employment taxes on behalf of any employees with respect to services provided through the Closing Date. There has been no charge of discrimination filed or, to the knowledge of Newpark, threatened, against Company nor any of the Transferred Entities with the Equal Employment Opportunity Commission or similar Governmental Entity. There is no pending or, to the knowledge of Newpark, threatened administrative or judicial proceeding or material investigation under the Fair Labor Standards Act, the Family and Medical Leave Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Occupational Safety and Health Act, the National Labor Relations Act, ERISA, the Code, or any other federal or state Law relating to the employees of the Transferred Entities. (h) None of the Transferred Entities its Subsidiaries is a party to or otherwise bound by any collective bargaining agreement or other similar contract or agreement with any with, nor does it recognize any, labor organization, nor is any such contract union, works council or agreement presently being negotiatedother body representing its employees. There has not been since May 21, 2003, and there is not presently pending or existing and, to the Knowledge of the Company, there is not threatened (i) any strike, slowdown, walkout, picketing, work stoppage, labor arbitration or other proceeding in respect of the grievance of any employee of the Company or any of its Subsidiaries, (ii) any application or complaint filed by any employee of the Company or any of its Subsidiaries or union with the National Labor Relations Board or any comparable governmental body or (iii) any organizational activity, including application for recognition or labor dispute against or affecting the Company or any of its Subsidiaries, and no application for certification of a collective bargaining agreement or other similar contract, labor organization or union is pending or, to the knowledge Knowledge of Newparkthe Company, threatened. There is no lockout of any employees by the Company or any of its Subsidiaries and no such action is contemplated by the Company or any of its Subsidiaries. (f) Except as set forth in Section 4.15(f) of the Disclosure Schedule, no Employee Benefit Plan, contract of employment or collective bargaining agreement contains any provision that would prohibit the transactions contemplated by this Agreement or that would give rise to any vesting of benefits, severance, termination or other payments or liabilities as a result of the transactions contemplated by this Agreement. (g) Except as set forth in Section 4.15(g) of the Disclosure Schedule, no suit, action, litigation or other claim (excluding claims for benefits in the ordinary course) has been brought or, to the Knowledge of the Company, threatened (i) material unfair labor practice, labor dispute (other than routine individual grievances), labor arbitration proceeding or Action pertaining to labor issues or matters against the Transferred Entities relating to the Business, by or on behalf of any employee, prospective employee, former employee, labor organization or Governmental Entity, (ii) material activity or proceeding by a labor union or representative thereof to organize any employees of the Transferred Entities, or (iii) lockouts, strikes, material slowdowns, material work stoppages or other material labor controversies by or with respect to employees any Employee Benefit Plan, nor are there any other claims, of whatsoever nature pending or, to the Knowledge of the Transferred EntitiesCompany, threatened by any employee or worker against the Company or any of its Subsidiaries whether in connection with their employment, variation in terms of employment, termination of employment or otherwise, and, to the Knowledge of the Company, there are no facts or circumstances that could reasonably be expected to give rise to any such suit, action, litigation or claim. (h) No Employee Benefit Plan provides health care or death benefit coverage beyond the termination of an employee’s employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Code Section 4980B or any state Laws requiring continuation of benefits coverage beyond termination of employment. (i) None Except as otherwise provided in this Agreement, neither the Company nor any of Newparkits ERISA Affiliates has made any plan or commitment, Newpark Texas whether or not legally binding, to create any additional Employee Benefit Plan or to modify any existing Employee Benefit Plan. All Employee Benefit Plans may be amended or terminated without penalty before, at or after the Closing, subject to the requirements of applicable Law or any Transferred Entity has received any notice of any violation of any immigration and naturalization Laws relating to employment and employees, and each of Newpark, Newpark Texas and any Transferred Entity has properly completed and maintained all applicable immigration and naturalization forms as required by Law (including, where applicable but not limited to, I-9 forms) with respect to the past and present employees of the Business. Newpark, Newpark Texas and the Transferred Entities are in compliance with all such immigration and naturalization Laws and there are no citations, investigations, administrative proceedings collective bargaining agreement or formal complaints or violations of the immigration or naturalization Laws pending or, to Newpark’s knowledge, threatened before any Governmental Entity involving any past or present employees of the Businessother similar Contract. (j) Section 3.10(jIn the past three years, neither the Company nor any of its Subsidiaries has effectuated (1) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”), 29 U.S.C. §§ 2101 et seq.) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Newpark Disclosure Schedule sets forth Company or any of its Subsidiaries or (2) a true“mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Company or any of its Subsidiaries, complete nor has the Company or any of its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations relating to their businesses sufficient in number to trigger application of any similar state or local law. Neither the Company nor any of its Subsidiaries has suffered an “employment loss” (as defined in the WARN Act) in the past three years. (k) The Company and correct description its Subsidiaries have complied in all material respects with all Law, codes of conduct, collective agreements, terms and conditions of employment and agreements with third parties (iincluding trade unions, work councils or other employee representative bodies), and there are no investigations existing or pending in relation to any employment matter by any Governmental Body. (l) all pending orIn the twelve months preceding the date of this Agreement, neither the Company nor any of its Subsidiaries has given notice of any dismissals or redundancies to the knowledge relevant public authority or started consultation with any trade union, works council or other employee representative body in relation to any dismissals or other matters affecting employment or been party to any transfer of Newparka business or undertaking and failed to comply with any associated duty to inform and consult any trade union, threatened claims as of the date hereof and immediately prior to the Closing of past works council or present employees of the Business for compensation for injury, disability or illness arising out of such employee’s employment in the Business, and (ii) any accident that occurred within the past two years in which any other employee of the Business was injured within the course and scope of employmentrepresentative body.