Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) Section 3.15(a) of the NBCU Disclosure Letter sets forth a list, as of the date hereof, of all material NBCU Employee Plans and separately identifies (i) the material NBCU Parent Plans, (ii) the material NBCU Subsidiary Plans (other than NBCU Multiemployer Plans), (iii) the NBCU Multiemployer Plans covering 50 or more active NBCU Employees employed in the United States and the material NBCU Multiemployer Plans covering NBCU Employees employed outside of the United States, (iv) the NBCU Employee Plans (other than NBCU Multiemployer Plans) constituting plans subject to Title IV of ERISA or other defined benefit pension plans covering 50 or more NBCU Employees, (v) each NBCU Employee Plan (other than any Multiemployer Plan) that provides for post-retirement medical coverage for 50 or more NBCU Employees (excluding coverage as required to avoid an excise tax under section 4980B of the Code, coverage through the end of the calendar month in which retirement occurs, post-employment coverage under a medical expense reimbursement account and coverage during any severance benefits period), and (vi) to the Knowledge of NBCU, the principal labor agreements covering the current material terms and conditions of employment with each union or labor organization, collective bargaining unit, works council or other employee representative that applies to NBCU Employees. NBCU has previously made available to Comcast a true and complete copy of each NBCU Employee Plan (other than Multiemployer Plans) covering NBCU Employees employed in the United States and a summary or written description of each material NBCU Employee Plan applicable to NBCU Employees employed in countries other than the United States. (b) To the Knowledge of NBCU, as of the date hereof, no NBCU Multiemployer Plan is in critical, endangered, or seriously endangered status as described in Section 305 of ERISA, as amended by the Pension Protection Act of 2006. (c) Each NBCU Employee Plan (and, as of the date hereof, with respect to any Multiemployer Plan, solely to the Knowledge of NBCU without any inquiry) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. Each NBCU Employee Plan (other than any Multiemployer Plan) that is required to be registered in order to obtain tax-approved, favored or qualified status in the relevant jurisdiction has been registered or, where applicable, accepted for registration, and has been maintained in good standing with applicable Governmental Authorities, except as would not reasonably be expected to have a NBCU Material Adverse Effect. (d) With respect to each NBCU Employee Plan (other than any Multiemployer Plan) subject to Title IV of ERISA, there is no liability incurred under Title IV of ERISA that has not been satisfied in full (other than premiums to the Pension Benefit Guaranty Corporation which are not past due or amounts reflected in the NBCU Financial Statements). None of the NBCU Assets is the subject of any Lien arising under ERISA or Section 412 of the Code. With respect to each NBCU Employee Plan (other than any Multiemployer Plan) that is a registered pension plan, no Person has (i) withdrawn any funds from the plan; (ii) merged any of the plans with another registered pension plan; (iii) transferred assets from another registered pension plan to the plan; (iv) taken a contribution holiday in respect of the plan; or (v) used assets from the plan to pay administrative expenses of the plan, except, in each such case, (A) in accordance with terms of the respective plan (and any applicable funding agreement) and applicable Law; or (B) as to which there is no material Liability. (e) Each NBCU Employee Plan (other than Multiemployer Plans) is now and has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. (f) There are no material controversies (other than routine benefit claims for benefits in the ordinary course) pending or, to the Knowledge of NBCU, threatened in connection with any NBCU Subsidiary Plan (other than any Multiemployer Plan) or, except as would not reasonably be expected to have a NBCU Material Adverse Effect, any other NBCU Employee Plan (other than any Multiemployer Plan). (g) None of the NBCU Transferors, the NBCU Entities or their respective Affiliates has breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining, works council or similar employee representative agreement, and as of the date hereof there are no material grievances or arbitrations outstanding thereunder. There are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-check or, to the Knowledge of NBCU, other material unionization activities seeking recognition of a bargaining unit in the NBCU Businesses. As of the date hereof, there are no material unfair labor practice charges, grievances, pending arbitrations, or other complaints or union representation questions before the National Labor Relations Board or other labor board or Governmental Authority that could materially affect NBCU Employees and would reasonably be expected to result in a material Liability to the Newco Group. (h) As of the date hereof, there are no current or, to the Knowledge of NBCU, threatened material strikes, slowdowns or work stoppages, and no such material strike, slowdown or work stoppage has occurred within the three years preceding the date hereof. Except as would not reasonably be expected to result in a material Liability to the NBCU Businesses, the NBCU Transferors, the NBCU Entities and their respective Affiliates have, in all material respects, informed and consulted with their respective employee representative bodies to the degree required by applicable Laws and applicable collective bargaining, works council or similar employee representative agreements, including but not limited to the transactions contemplated by this Agreement. (i) Each of the NBCU Transferors, the NBCU Entities and their respective Affiliates (in the case of the NBCU Transferors and their Affiliates that are not NBCU Entities, with respect to NBCU Employees only) are in compliance in all material respects with all applicable Laws relating to the employment of NBCU Employees (including employment or labor standards, labor relations, human rights, immigration, workers’ compensation, severance payment, payment of wages, the WARN Act and any similar state or local law, classification of independent contractor or other non-employee status and of exempt and non- exempt employees, pay equity, data protection and Automatic Transfer Legislation) and, except for amounts reflected in the NBCU Financial Statements or non-compliance which would not result in a material Liability to NBCU or any of its Affiliates, have timely paid in full all wages, salaries, benefits, commissions and other compensation, and all levies, assessments, contributions and payments to third parties (including social security or social insurance, housing fund, employment insurance, income tax, employer health tax, workers compensation, Multiemployer Plan contributions, or payments of its contributions with respect to social security agencies, family benefits agencies and any retirement and unemployment related agencies or other payments of tax and social security payments to Governmental Authorities) due to or on behalf of the NBCU Employees. Except for accrued amounts that are not past due and non- compliance which would not reasonably be expected to result in a material Liability to NBCU or any of its Affiliates, each of the NBCU Transferors, the NBCU Entities and their respective Affiliates has withheld, and paid to the relevant Governmental Authority, proper and accurate amounts from salaries and wages due to the NBCU Employees in due compliance in all material respects with relevant tax withholding provisions. No material claim with respect to payment of wages, salary or overtime pay has been asserted, or is now pending or, to the Knowledge of NBCU, threatened before any Governmental Authority, with respect to NBCU Employees, and there is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the Knowledge of NBCU, threatened with respect to the NBCU Businesses. No material charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, has been asserted or is now pending or, to the Knowledge of NBCU, threatened before the United States Equal Employment Opportunity Commission or other Governmental Authority by NBCU Employees. As of the date hereof, none of the NBCU Transferors, the NBCU Entities or their respective Affiliates (in the case of the NBCU Transferors and their Affiliates that are not NBCU Entities, with respect to NBCU Employees only) is subject to any pending investigation from any labor inspection or similar Governmental Authority which could reasonably be expected to result in any material payment. There is no other material Action existing, pending or, to the Knowledge of NBCU, threatened by NBCU Employees against any NBCU Transferor, any NBCU Entity or any of their respective Affiliates, and there are no matters that would reasonably be expected to give rise to any such material Actions. (j) To the Knowledge of NBCU, no NBCU Employee has been, is or will be, by performing services for the Newco Group, in violation of any term of any employment, invention disclosure or assignment, confidentiality, nondisclosure agreement, noncompetition agreement or other restrictive covenant or any order, other than any violation that would not have a material Liability. (k) In the event the services of each NBCU Employee who, as of the date hereof, is a party to a NBCU Employee Agreement set forth in Section 3.14 of the NBCU Disclosure Letter was terminated on January 1, 2010, the aggregate amount of such NBCU Employees’ severance or termination pay or claim for damages to the extent attributable solely to annual base salary is set forth in Section 3.15(k) of the NBCU Disclosure Letter. Section 3.15(k) of the NBCU Disclosure Letter sets forth a list of all NBCU Employee Plans (other than any Multiemployer Plan) pursuant to which any amounts or benefits may become vested or payable, funded, increased or accelerated, as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event or events), including, as to any such NBCU Employee Plan constituting an employee pension benefit plan, any employer debt under Section 75 of the Pensions Xxx 0000, any withdrawal or termination penalty, or other similar penalty. There are no NBCU Employee Plans (other than any Multiemployer Plan) which provide for the payment of any amount (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement (either alone or in combination with any other event or events) that would give rise to a material payment that is nondeductible by reason of Section 280G.

Employment and Employee Benefits Matters. (a) Section 3.15(a5.16(a) of the NBCU Comcast Disclosure Letter sets forth a list, as of the date hereof, of all material NBCU Comcast Employee Plans and separately identifies (i) the material NBCU Comcast Parent Plans, (ii) the material NBCU Comcast Subsidiary Plans (other than NBCU Comcast Multiemployer Plans), (iii) the NBCU Comcast Multiemployer Plans covering 50 or more active NBCU Comcast Contributed Business Employees employed in the United States and the material NBCU Comcast Multiemployer Plans covering NBCU Comcast Contributed Business Employees employed outside of the United States, (iv) the NBCU Comcast Employee Plans (other than NBCU Comcast Multiemployer Plans) constituting plans subject to Title IV of ERISA or other defined benefit pension plans covering 50 or more NBCU Comcast Contributed Business Employees, (v) each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that provides for post-post- retirement medical coverage for 50 or more NBCU Comcast Contributed Business Employees (excluding coverage as required to avoid an excise tax under section 4980B of the Code, coverage through the end of the calendar month in which retirement occurs, post-employment coverage under a medical expense reimbursement account and coverage during any severance benefits period), and (vi) to the Knowledge of NBCUComcast, the principal labor agreements covering the current material terms and conditions of employment with each union or labor organization, collective bargaining unit, works council or other employee representative that applies to NBCU Comcast Contributed Business Employees. NBCU Comcast has previously made available to Comcast GE a true and complete copy of each NBCU Comcast Employee Plan (other than Multiemployer Plans) covering NBCU Comcast Contributed Business Employees employed in the United States and a summary or written description of each material NBCU Comcast Employee Plan applicable to NBCU Comcast Contributed Business Employees employed in countries other than the United States. (b) To the Knowledge of NBCUComcast, as of the date hereof, no NBCU Comcast Multiemployer Plan is in critical, endangered, or seriously endangered status as described in Section 305 of ERISA, as amended by the Pension Protection Act of 2006. (c) Each NBCU Comcast Employee Plan (and, as of the date hereof, with respect to any Multiemployer Plan, solely to the Knowledge of NBCU Comcast without any inquiry) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. Each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that is required to be registered in order to obtain tax-approved, favored or qualified status in the relevant jurisdiction has been registered or, where applicable, accepted for registration, and has been maintained in good standing with applicable Governmental Authorities, except as would not reasonably be expected to have a NBCU Comcast Material Adverse Effect. (d) With respect to each NBCU Comcast Employee Plan (other than any Multiemployer Plan) subject to Title IV of ERISA, there is no liability incurred under Title IV of ERISA that has not been satisfied in full (other than premiums to the Pension Benefit Guaranty Corporation which are not past due or amounts reflected in the NBCU Comcast Financial Statements). None of the NBCU Comcast Assets is the subject of any Lien arising under ERISA or Section 412 of the Code. With respect to each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that is a registered pension plan, no Person has (i) withdrawn any funds from the plan; (iiplan;(ii) merged any of the plans with another registered pension plan; (iii) transferred assets from another registered pension plan to the plan; (iv) taken a contribution holiday in respect of the plan; or (v) used assets from the plan to pay administrative expenses of the plan, except, in each such case, (A) in accordance with terms of the respective plan (and any applicable funding agreement) and applicable Law; or (B) as to which there is no material Liability. (e) Each NBCU Employee Plan (other than Multiemployer Plans) is now and has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. (f) There are no material controversies (other than routine benefit claims for benefits in the ordinary course) pending or, to the Knowledge of NBCU, threatened in connection with any NBCU Subsidiary Plan (other than any Multiemployer Plan) or, except as would not reasonably be expected to have a NBCU Material Adverse Effect, any other NBCU Employee Plan (other than any Multiemployer Plan). (g) None of the NBCU Transferors, the NBCU Entities or their respective Affiliates has breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining, works council or similar employee representative agreement, and as of the date hereof there are no material grievances or arbitrations outstanding thereunder. There are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-check or, to the Knowledge of NBCU, other material unionization activities seeking recognition of a bargaining unit in the NBCU Businesses. As of the date hereof, there are no material unfair labor practice charges, grievances, pending arbitrations, or other complaints or union representation questions before the National Labor Relations Board or other labor board or Governmental Authority that could materially affect NBCU Employees and would reasonably be expected to result in a material Liability to the Newco Group. (h) As of the date hereof, there are no current or, to the Knowledge of NBCU, threatened material strikes, slowdowns or work stoppages, and no such material strike, slowdown or work stoppage has occurred within the three years preceding the date hereof. Except as would not reasonably be expected to result in a material Liability to the NBCU Businesses, the NBCU Transferors, the NBCU Entities and their respective Affiliates have, in all material respects, informed and consulted with their respective employee representative bodies to the degree required by applicable Laws and applicable collective bargaining, works council or similar employee representative agreements, including but not limited to the transactions contemplated by this Agreement. (i) Each of the NBCU Transferors, the NBCU Entities and their respective Affiliates (in the case of the NBCU Transferors and their Affiliates that are not NBCU Entities, with respect to NBCU Employees only) are in compliance in all material respects with all applicable Laws relating to the employment of NBCU Employees (including employment or labor standards, labor relations, human rights, immigration, workers’ compensation, severance payment, payment of wages, the WARN Act and any similar state or local law, classification of independent contractor or other non-employee status and of exempt and non- exempt employees, pay equity, data protection and Automatic Transfer Legislation) and, except for amounts reflected in the NBCU Financial Statements or non-compliance which would not result in a material Liability to NBCU or any of its Affiliates, have timely paid in full all wages, salaries, benefits, commissions and other compensation, and all levies, assessments, contributions and payments to third parties (including social security or social insurance, housing fund, employment insurance, income tax, employer health tax, workers compensation, Multiemployer Plan contributions, or payments of its contributions with respect to social security agencies, family benefits agencies and any retirement and unemployment related agencies or other payments of tax and social security payments to Governmental Authorities) due to or on behalf of the NBCU Employees. Except for accrued amounts that are not past due and non- compliance which would not reasonably be expected to result in a material Liability to NBCU or any of its Affiliates, each of the NBCU Transferors, the NBCU Entities and their respective Affiliates has withheld, and paid to the relevant Governmental Authority, proper and accurate amounts from salaries and wages due to the NBCU Employees in due compliance in all material respects with relevant tax withholding provisions. No material claim with respect to payment of wages, salary or overtime pay has been asserted, or is now pending or, to the Knowledge of NBCU, threatened before any Governmental Authority, with respect to NBCU Employees, and there is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the Knowledge of NBCU, threatened with respect to the NBCU Businesses. No material charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, has been asserted or is now pending or, to the Knowledge of NBCU, threatened before the United States Equal Employment Opportunity Commission or other Governmental Authority by NBCU Employees. As of the date hereof, none of the NBCU Transferors, the NBCU Entities or their respective Affiliates (in the case of the NBCU Transferors and their Affiliates that are not NBCU Entities, with respect to NBCU Employees only) is subject to any pending investigation from any labor inspection or similar Governmental Authority which could reasonably be expected to result in any material payment. There is no other material Action existing, pending or, to the Knowledge of NBCU, threatened by NBCU Employees against any NBCU Transferor, any NBCU Entity or any of their respective Affiliates, and there are no matters that would reasonably be expected to give rise to any such material Actions. (j) To the Knowledge of NBCU, no NBCU Employee has been, is or will be, by performing services for the Newco Group, in violation of any term of any employment, invention disclosure or assignment, confidentiality, nondisclosure agreement, noncompetition agreement or other restrictive covenant or any order, other than any violation that would not have a material Liability. (k) In the event the services of each NBCU Employee who, as of the date hereof, is a party to a NBCU Employee Agreement set forth in Section 3.14 of the NBCU Disclosure Letter was terminated on January 1, 2010, the aggregate amount of such NBCU Employees’ severance or termination pay or claim for damages to the extent attributable solely to annual base salary is set forth in Section 3.15(k) of the NBCU Disclosure Letter. Section 3.15(k) of the NBCU Disclosure Letter sets forth a list of all NBCU Employee Plans (other than any Multiemployer Plan) pursuant to which any amounts or benefits may become vested or payable, funded, increased or accelerated, as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event or events), including, as to any such NBCU Employee Plan constituting an employee pension benefit plan, any employer debt under Section 75 of the Pensions Xxx 0000, any withdrawal or termination penalty, or other similar penalty. There are no NBCU Employee Plans (other than any Multiemployer Plan) which provide for the payment of any amount (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement (either alone or in combination with any other event or events) that would give rise to a material payment that is nondeductible by reason of Section 280G.

Employment and Employee Benefits Matters. (a) Section 3.15(a5.16(a) of the NBCU Comcast Disclosure Letter sets forth a list, as of the date hereof, of all material NBCU Comcast Employee Plans and separately identifies (i) the material NBCU Comcast Parent Plans, (ii) the material NBCU Comcast Subsidiary Plans (other than NBCU Comcast Multiemployer Plans), (iii) the NBCU Comcast Multiemployer Plans covering 50 or more active NBCU Comcast Contributed Business Employees employed in the United States and the material NBCU Comcast Multiemployer Plans covering NBCU Comcast Contributed Business Employees employed outside of the United States, (iv) the NBCU Comcast Employee Plans (other than NBCU Comcast Multiemployer Plans) constituting plans subject to Title IV of ERISA or other defined benefit pension plans covering 50 or more NBCU Comcast Contributed Business Employees, (v) each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that provides for post-retirement medical coverage for 50 or more NBCU Comcast Contributed Business Employees (excluding coverage as required to avoid an excise tax under section 4980B of the Code, coverage through the end of the calendar month in which retirement occurs, post-employment coverage under a medical expense reimbursement account and coverage during any severance benefits period), and (vi) to the Knowledge of NBCUComcast, the principal labor agreements covering the current material terms and conditions of employment with each union or labor organization, collective bargaining unit, works council or other employee representative that applies to NBCU Comcast Contributed Business Employees. NBCU Comcast has previously made available to Comcast GE a true and complete copy of each NBCU Comcast Employee Plan (other than Multiemployer Plans) covering NBCU Comcast Contributed Business Employees employed in the United States and a summary or written description of each material NBCU Comcast Employee Plan applicable to NBCU Comcast Contributed Business Employees employed in countries other than the United States. (b) To the Knowledge of NBCUComcast, as of the date hereof, no NBCU Comcast Multiemployer Plan is in critical, endangered, or seriously endangered status as described in Section 305 of ERISA, as amended by the Pension Protection Act of 2006. (c) Each NBCU Comcast Employee Plan (and, as of the date hereof, with respect to any Multiemployer Plan, solely to the Knowledge of NBCU Comcast without any inquiry) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. Each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that is required to be registered in order to obtain tax-approved, favored or qualified status in the relevant jurisdiction has been registered or, where applicable, accepted for registration, and has been maintained in good standing with applicable Governmental Authorities, except as would not reasonably be expected to have a NBCU Comcast Material Adverse Effect. (d) With respect to each NBCU Comcast Employee Plan (other than any Multiemployer Plan) subject to Title IV of ERISA, there is no liability incurred under Title IV of ERISA that has not been satisfied in full (other than premiums to the Pension Benefit Guaranty Corporation which are not past due or amounts reflected in the NBCU Comcast Financial Statements). None of the NBCU Comcast Assets is the subject of any Lien arising under ERISA or Section 412 of the Code. With respect to each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that is a registered pension plan, no Person has (i) withdrawn any funds from the plan; (ii) merged any of the plans with another registered pension plan; (iii) transferred assets from another registered pension plan to the plan; (iv) taken a contribution holiday in respect of the plan; or (v) used assets from the plan to pay administrative expenses of the plan, except, in each such case, (A) in accordance with terms of the respective plan (and any applicable funding agreement) and applicable Law; or (B) as to which there is no material Liability. (e) Each NBCU Comcast Employee Plan (other than Multiemployer Plans) is now and has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. (f) There are no material controversies (other than routine benefit claims for benefits in the ordinary course) pending or, to the Knowledge of NBCUComcast, threatened in connection with any NBCU Comcast Subsidiary Plan (other than any Multiemployer Plan) or, except as would not reasonably be expected to have a NBCU Comcast Material Adverse Effect, any other NBCU Comcast Employee Plan (other than any Multiemployer Plan). (g) None of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries or their respective Affiliates has breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining, works council or similar employee representative agreement, and as of the date hereof there are no material grievances or arbitrations outstanding thereunder. There are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-check or, to the Knowledge of NBCUComcast, other material unionization activities seeking recognition of a bargaining unit in the NBCU Contributed Comcast Businesses. As of the date hereof, there are no material unfair labor practice charges, grievances, pending arbitrations, or other complaints or union representation questions before the National Labor Relations Board or other labor board or Governmental Authority that could materially affect NBCU Comcast Contributed Business Employees and would reasonably be expected to result in a material Liability to the Newco Group. (h) As of the date hereof, there are no current or, to the Knowledge of NBCUComcast, threatened material strikes, slowdowns or work stoppages, and no such material strike, slowdown or work stoppage has occurred within the three years preceding the date hereof. Except as would not reasonably be expected to result in a material Liability to the NBCU Contributed Comcast Businesses, the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries and their respective Affiliates have, in all material respects, informed and consulted with their respective employee representative bodies to the degree required by applicable Laws and applicable collective bargaining, works council or similar employee representative agreements, including but not limited to the transactions contemplated by this Agreement. (i) Each of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries and their respective Affiliates (in the case of the NBCU Comcast Transferors and their Affiliates that are not NBCU EntitiesContributed Comcast Subsidiaries, with respect to NBCU Comcast Contributed Business Employees only) are in compliance in all material respects with all applicable Laws relating to the employment of NBCU Comcast Contributed Business Employees (including employment or labor standards, labor relations, human rights, immigration, workers’ compensation, severance payment, payment of wages, the WARN Act and any similar state or local law, classification of independent contractor or other non-employee status and of exempt and non- non-exempt employees, pay equity, data protection and Automatic Transfer Legislation) and, except for amounts reflected in the NBCU Comcast Financial Statements or non-compliance which would not result in a material Liability to NBCU Comcast or any of its Affiliates, have timely paid in full all wages, salaries, benefits, commissions and other compensation, and all levies, assessments, contributions and payments to third parties (including social security or social insurance, housing fund, employment insurance, income tax, employer health tax, workers compensation, Multiemployer Plan contributions, or payments of its contributions with respect to social security agencies, family benefits agencies and any retirement and unemployment related agencies or other payments of tax and social security payments to Governmental Authorities) due to or on behalf of the NBCU Comcast Contributed Business Employees. Except for accrued amounts that are not past due and non- non-compliance which would not reasonably be expected to result in a material Liability to NBCU Comcast or any of its Affiliates, each of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries and their respective Affiliates has withheld, and paid to the relevant Governmental Authority, proper and accurate amounts from salaries and wages due to the NBCU Comcast Contributed Business Employees in due compliance in all material respects with relevant tax withholding provisions. No material claim with respect to payment of wages, salary or overtime pay has been asserted, or is now pending or, to the Knowledge of NBCUComcast, threatened before any Governmental Authority, with respect to NBCU Comcast Contributed Business Employees, and there is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the Knowledge of NBCUComcast, threatened with respect to the NBCU Contributed Comcast Businesses. No material charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, has been asserted or is now pending or, to the Knowledge of NBCUComcast, threatened before the United States Equal Employment Opportunity Commission or other Governmental Authority by NBCU Comcast Contributed Business Employees. As of the date hereof, none of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries or their respective Affiliates (in the case of the NBCU Comcast Transferors and their Affiliates that are not NBCU EntitiesContributed Comcast Subsidiaries, with respect to NBCU Comcast Contributed Business Employees only) is subject to any pending investigation from any labor inspection or similar Governmental Authority which could reasonably be expected to result in any material payment. There is no other material Action existing, pending or, to the Knowledge of NBCUComcast, threatened by NBCU Comcast Contributed Business Employees against any NBCU Comcast Transferor, any NBCU Entity Contributed Comcast Subsidiary or any of their respective Affiliates, and there are no matters that would reasonably be expected to give rise to any such material Actions. (j) To the Knowledge of NBCUComcast, no NBCU Comcast Contributed Business Employee has been, is or will be, by performing services for the Newco Group, in violation of any term of any employment, invention disclosure or assignment, confidentiality, nondisclosure agreement, noncompetition agreement or other restrictive covenant or any order, other than any violation that would not have a material Liability. (k) In the event the services of each NBCU Comcast Contributed Business Employee who, as of the date hereof, is a party to a NBCU Comcast Employee Agreement set forth in Section 3.14 5.15(a)(xi) of the NBCU Comcast Disclosure Letter was terminated on January 1, 2010, the aggregate amount of such NBCU Comcast Contributed Business Employees’ severance or termination pay or claim for damages to the extent attributable solely to annual base salary is set forth in Section 3.15(k5.16(k) of the NBCU Comcast Disclosure Letter. Section 3.15(k5.16(k) of the NBCU Comcast Disclosure Letter sets forth a list of all NBCU Comcast Employee Plans (other than any Multiemployer Plan) pursuant to which any amounts or benefits may become vested or payable, funded, increased or accelerated, as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event or events), including, as to any such NBCU Comcast Employee Plan constituting an employee pension benefit plan, any employer debt under Section 75 of the Pensions Xxx 0000, any withdrawal or termination penalty, or other similar penalty. There are no NBCU Comcast Employee Plans (other than any Multiemployer Plan) which provide for the payment of any amount (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement (either alone or in combination with any other event or events) that would give rise to a material payment that is nondeductible by reason of Section 280G.

Employment and Employee Benefits Matters. (a) Section 3.15(a) of the NBCU Disclosure Letter sets forth a list, as of the date hereof, of all material NBCU Employee Plans and separately identifies (i) the material NBCU Parent Plans, (ii) the material NBCU Subsidiary Plans (other than NBCU Multiemployer Plans), (iii) the NBCU Multiemployer Plans covering 50 or more active NBCU Employees employed in the United States and the material NBCU Multiemployer Plans covering NBCU Employees employed outside of the United States, (iv) the NBCU Employee Plans (other than NBCU Multiemployer Plans) constituting plans subject to Title IV of ERISA or other defined benefit pension plans covering 50 or more NBCU Employees, (v) each NBCU Employee Plan (other than any Multiemployer Plan) that provides for post-retirement medical coverage for 50 or more NBCU Employees (excluding coverage as required to avoid an excise tax under section 4980B of the Code, coverage through the end of the calendar month in which retirement occurs, post-employment coverage under a medical expense reimbursement account and coverage during any severance benefits period), and (vi) to the Knowledge of NBCU, the principal labor agreements covering the current material terms and conditions of employment with each union or labor organization, collective bargaining unit, works council or other employee representative that applies to NBCU Employees. NBCU has previously made available to Comcast a true and complete copy of each NBCU Employee Plan (other than Multiemployer Plans) covering NBCU Employees employed in the United States and a summary or written description of each material NBCU Employee Plan applicable to NBCU Employees employed in countries other than the United States. (b) To the Knowledge of NBCU, as of the date hereof, no NBCU Multiemployer Plan is in critical, endangered, or seriously endangered status as described in Section 305 of ERISA, as amended by the Pension Protection Act of 2006. (c) Each NBCU Employee Plan (and, as of the date hereof, with respect to any Multiemployer Plan, solely to the Knowledge of NBCU without any inquiry) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. Each NBCU Employee Plan (other than any Multiemployer Plan) that is required to be registered in order to obtain tax-approved, favored or qualified status in the relevant jurisdiction has been registered or, where applicable, accepted for registration, and has been maintained in good standing with applicable Governmental Authorities, except as would not reasonably be expected to have a NBCU Material Adverse Effect. (d) With respect to each NBCU Employee Plan (other than any Multiemployer Plan) subject to Title IV of ERISA, there is no liability incurred under Title IV of ERISA that has not been satisfied in full (other than premiums to the Pension Benefit Guaranty Corporation which are not past due or amounts reflected in the NBCU Financial Statements). None of the NBCU Assets is the subject of any Lien arising under ERISA or Section 412 of the Code. With respect to each NBCU Employee Plan (other than any Multiemployer Plan) that is a registered pension plan, no Person has (i) withdrawn any funds from the plan; (ii) merged any of the plans with another registered pension plan; (iii) transferred assets from another registered pension plan to the plan; (iv) taken a contribution holiday in respect of the plan; or (v) used assets from the plan to pay administrative expenses of the plan, except, in each such case, (A) in accordance with terms of the respective plan (and any applicable funding agreement) and applicable Law; or (B) as to which there is no material Liability. (e) Each NBCU Employee Plan (other than Multiemployer Plans) is now and has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. (f) There are no material controversies (other than routine benefit claims for benefits in the ordinary course) pending or, to the Knowledge of NBCU, threatened in connection with any NBCU Subsidiary Plan (other than any Multiemployer Plan) or, except as would not reasonably be expected to have a NBCU Material Adverse Effect, any other NBCU Employee Plan (other than any Multiemployer Plan). (g) None of the NBCU Transferors, the NBCU Entities or their respective Affiliates has breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining, works council or similar employee representative agreement, and as of the date hereof there are no material grievances or arbitrations outstanding thereunder. There are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-check or, to the Knowledge of NBCU, other material unionization activities seeking recognition of a bargaining unit in the NBCU Businesses. As of the date hereof, there are no material unfair labor practice charges, grievances, pending arbitrations, or other complaints or union representation questions before the National Labor Relations Board or other labor board or Governmental Authority that could materially affect NBCU Employees and would reasonably be expected to result in a material Liability to the Newco Group. (h) As of the date hereof, there are no current or, to the Knowledge of NBCU, threatened material strikes, slowdowns or work stoppages, and no such material strike, slowdown or work stoppage has occurred within the three years preceding the date hereof. Except as would not reasonably be expected to result in a material Liability to the NBCU Businesses, the NBCU Transferors, the NBCU Entities and their respective Affiliates have, in all material respects, informed and consulted with their respective employee representative bodies to the degree required by applicable Laws and applicable collective bargaining, works council or similar employee representative agreements, including but not limited to the transactions contemplated by this Agreement. (i) Each of the NBCU Transferors, the NBCU Entities and their respective Affiliates (in the case of the NBCU Transferors and their Affiliates that are not NBCU Entities, with respect to NBCU Employees only) are in compliance in all material respects with all applicable Laws relating to the employment of NBCU Employees (including employment or labor standards, labor relations, human rights, immigration, workers’ compensation, severance payment, payment of wages, the WARN Act and any similar state or local law, classification of independent contractor or other non-employee status and of exempt and non- non-exempt employees, pay equity, data protection and Automatic Transfer Legislation) and, except for amounts reflected in the NBCU Financial Statements or non-compliance which would not result in a material Liability to NBCU or any of its Affiliates, have timely paid in full all wages, salaries, benefits, commissions and other compensation, and all levies, assessments, contributions and payments to third parties (including social security or social insurance, housing fund, employment insurance, income tax, employer health tax, workers compensation, Multiemployer Plan contributions, or payments of its contributions with respect to social security agencies, family benefits agencies and any retirement and unemployment related agencies or other payments of tax and social security payments to Governmental Authorities) due to or on behalf of the NBCU Employees. Except for accrued amounts that are not past due and non- non-compliance which would not reasonably be expected to result in a material Liability to NBCU or any of its Affiliates, each of the NBCU Transferors, the NBCU Entities and their respective Affiliates has withheld, and paid to the relevant Governmental Authority, proper and accurate amounts from salaries and wages due to the NBCU Employees in due compliance in all material respects with relevant tax withholding provisions. No material claim with respect to payment of wages, salary or overtime pay has been asserted, or is now pending or, to the Knowledge of NBCU, threatened before any Governmental Authority, with respect to NBCU Employees, and there is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the Knowledge of NBCU, threatened with respect to the NBCU Businesses. No material charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, has been asserted or is now pending or, to the Knowledge of NBCU, threatened before the United States Equal Employment Opportunity Commission or other Governmental Authority by NBCU Employees. As of the date hereof, none of the NBCU Transferors, the NBCU Entities or their respective Affiliates (in the case of the NBCU Transferors and their Affiliates that are not NBCU Entities, with respect to NBCU Employees only) is subject to any pending investigation from any labor inspection or similar Governmental Authority which could reasonably be expected to result in any material payment. There is no other material Action existing, pending or, to the Knowledge of NBCU, threatened by NBCU Employees against any NBCU Transferor, any NBCU Entity or any of their respective Affiliates, and there are no matters that would reasonably be expected to give rise to any such material Actions. (j) To the Knowledge of NBCU, no NBCU Employee has been, is or will be, by performing services for the Newco Group, in violation of any term of any employment, invention disclosure or assignment, confidentiality, nondisclosure agreement, noncompetition agreement or other restrictive covenant or any order, other than any violation that would not have a material Liability. (k) In the event the services of each NBCU Employee who, as of the date hereof, is a party to a NBCU Employee Agreement set forth in Section 3.14 of the NBCU Disclosure Letter was terminated on January 1, 2010, the aggregate amount of such NBCU Employees’ severance or termination pay or claim for damages to the extent attributable solely to annual base salary is set forth in Section 3.15(k) of the NBCU Disclosure Letter. Section 3.15(k) of the NBCU Disclosure Letter sets forth a list of all NBCU Employee Plans (other than any Multiemployer Plan) pursuant to which any amounts or benefits may become vested or payable, funded, increased or accelerated, as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event or events), including, as to any such NBCU Employee Plan constituting an employee pension benefit plan, any employer debt under Section 75 of the Pensions Xxx 0000, any withdrawal or termination penalty, or other similar penalty. There are no NBCU Employee Plans (other than any Multiemployer Plan) which provide for the payment of any amount (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement (either alone or in combination with any other event or events) that would give rise to a material payment that is nondeductible by reason of Section 280G.

Employment and Employee Benefits Matters. (a) Section 3.15(a5.16(a) of the NBCU Comcast Disclosure Letter sets forth a list, as of the date hereof, of all material NBCU Comcast Employee Plans and separately identifies (i) the material NBCU Comcast Parent Plans, (ii) the material NBCU Comcast Subsidiary Plans (other than NBCU Comcast Multiemployer Plans), (iii) the NBCU Comcast Multiemployer Plans covering 50 or more active NBCU Comcast Contributed Business Employees employed in the United States and the material NBCU Comcast Multiemployer Plans covering NBCU Comcast Contributed Business Employees employed outside of the United States, (iv) the NBCU Comcast Employee Plans (other than NBCU Comcast Multiemployer Plans) constituting plans subject to Title IV of ERISA or other defined benefit pension plans covering 50 or more NBCU Comcast Contributed Business Employees, (v) each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that provides for post-post- retirement medical coverage for 50 or more NBCU Comcast Contributed Business Employees (excluding coverage as required to avoid an excise tax under section 4980B of the Code, coverage through the end of the calendar month in which retirement occurs, post-employment coverage under a medical expense reimbursement account and coverage during any severance benefits period), and (vi) to the Knowledge of NBCUComcast, the principal labor agreements covering the current material terms and conditions of employment with each union or labor organization, collective bargaining unit, works council or other employee representative that applies to NBCU Comcast Contributed Business Employees. NBCU Comcast has previously made available to Comcast GE a true and complete copy of each NBCU Comcast Employee Plan (other than Multiemployer Plans) covering NBCU Comcast Contributed Business Employees employed in the United States and a summary or written description of each material NBCU Comcast Employee Plan applicable to NBCU Comcast Contributed Business Employees employed in countries other than the United States. (b) To the Knowledge of NBCUComcast, as of the date hereof, no NBCU Comcast Multiemployer Plan is in critical, endangered, or seriously endangered status as described in Section 305 of ERISA, as amended by the Pension Protection Act of 2006. (c) Each NBCU Comcast Employee Plan (and, as of the date hereof, with respect to any Multiemployer Plan, solely to the Knowledge of NBCU Comcast without any inquiry) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each related trust that is intended to be exempt from federal income Tax pursuant to Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no event has occurred since the date of such determination letter that would reasonably be expected to adversely affect such qualification or exemption, as the case may be. Each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that is required to be registered in order to obtain tax-approved, favored or qualified status in the relevant jurisdiction has been registered or, where applicable, accepted for registration, and has been maintained in good standing with applicable Governmental Authorities, except as would not reasonably be expected to have a NBCU Comcast Material Adverse Effect. (d) With respect to each NBCU Comcast Employee Plan (other than any Multiemployer Plan) subject to Title IV of ERISA, there is no liability incurred under Title IV of ERISA that has not been satisfied in full (other than premiums to the Pension Benefit Guaranty Corporation which are not past due or amounts reflected in the NBCU Comcast Financial Statements). None of the NBCU Comcast Assets is the subject of any Lien arising under ERISA or Section 412 of the Code. With respect to each NBCU Comcast Employee Plan (other than any Multiemployer Plan) that is a registered pension plan, no Person has (i) withdrawn any funds from the plan; (iiplan;(ii) merged any of the plans with another registered pension plan; (iii) transferred assets from another registered pension plan to the plan; (iv) taken a contribution holiday in respect of the plan; or (v) used assets from the plan to pay administrative expenses of the plan, except, in each such case, (A) in accordance with terms of the respective plan (and any applicable funding agreement) and applicable Law; or (B) as to which there is no material Liability. (e) Each NBCU Comcast Employee Plan (other than Multiemployer Plans) is now and has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. (f) There are no material controversies (other than routine benefit claims for benefits in the ordinary course) pending or, to the Knowledge of NBCUComcast, threatened in connection with any NBCU Comcast Subsidiary Plan (other than any Multiemployer Plan) or, except as would not reasonably be expected to have a NBCU Comcast Material Adverse Effect, any other NBCU Comcast Employee Plan (other than any Multiemployer Plan). (g) None of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries or their respective Affiliates has breached or otherwise failed to comply in any material respect with the provisions of any collective bargaining, works council or similar employee representative agreement, and as of the date hereof there are no material grievances or arbitrations outstanding thereunder. There are no formal organizational campaigns, corporate campaigns, petitions, demands for recognition via card-check or, to the Knowledge of NBCUComcast, other material unionization activities seeking recognition of a bargaining unit in the NBCU Contributed Comcast Businesses. As of the date hereof, there are no material unfair labor practice charges, grievances, pending arbitrations, or other complaints or union representation questions before the National Labor Relations Board or other labor board or Governmental Authority that could materially affect NBCU Comcast Contributed Business Employees and would reasonably be expected to result in a material Liability to the Newco Group. (h) As of the date hereof, there are no current or, to the Knowledge of NBCUComcast, threatened material strikes, slowdowns or work stoppages, and no such material strike, slowdown or work stoppage has occurred within the three years preceding the date hereof. Except as would not reasonably be expected to result in a material Liability to the NBCU Contributed Comcast Businesses, the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries and their respective Affiliates have, in all material respects, informed and consulted with their respective employee representative bodies to the degree required by applicable Laws and applicable collective bargaining, works council or similar employee representative agreements, including but not limited to the transactions contemplated by this Agreement. (i) Each of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries and their respective Affiliates (in the case of the NBCU Comcast Transferors and their Affiliates that are not NBCU EntitiesContributed Comcast Subsidiaries, with respect to NBCU Comcast Contributed Business Employees only) are in compliance in all material respects with all applicable Laws relating to the employment of NBCU Comcast Contributed Business Employees (including employment or labor standards, labor relations, human rights, immigration, workers’ compensation, severance payment, payment of wages, the WARN Act and any similar state or local law, classification of independent contractor or other non-employee status and of exempt and non- non-exempt employees, pay equity, data protection and Automatic Transfer Legislation) and, except for amounts reflected in the NBCU Comcast Financial Statements or non-compliance which would not result in a material Liability to NBCU Comcast or any of its Affiliates, have timely paid in full all wages, salaries, benefits, commissions and other compensation, and all levies, assessments, contributions and payments to third parties (including social security or social insurance, housing fund, employment insurance, income tax, employer health tax, workers compensation, Multiemployer Plan contributions, or payments of its contributions with respect to social security agencies, family benefits agencies and any retirement and unemployment related agencies or other payments of tax and social security payments to Governmental Authorities) due to or on behalf of the NBCU Comcast Contributed Business Employees. Except for accrued amounts that are not past due and non- non-compliance which would not reasonably be expected to result in a material Liability to NBCU Comcast or any of its Affiliates, each of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries and their respective Affiliates has withheld, and paid to the relevant Governmental Authority, proper and accurate amounts from salaries and wages due to the NBCU Comcast Contributed Business Employees in due compliance in all material respects with relevant tax withholding provisions. No material claim with respect to payment of wages, salary or overtime pay has been asserted, or is now pending or, to the Knowledge of NBCUComcast, threatened before any Governmental Authority, with respect to NBCU Comcast Contributed Business Employees, and there is no charge or proceeding with respect to a material violation of any occupational safety or health standards that has been asserted or is now pending or, to the Knowledge of NBCUComcast, threatened with respect to the NBCU Contributed Comcast Businesses. No material charge of discrimination in employment or employment practices for any reason, including age, gender, race, religion or other legally protected category, has been asserted or is now pending or, to the Knowledge of NBCUComcast, threatened before the United States Equal Employment Opportunity Commission or other Governmental Authority by NBCU Comcast Contributed Business Employees. As of the date hereof, none of the NBCU Comcast Transferors, the NBCU Entities Contributed Comcast Subsidiaries or their respective Affiliates (in the case of the NBCU Comcast Transferors and their Affiliates that are not NBCU EntitiesContributed Comcast Subsidiaries, with respect to NBCU Comcast Contributed Business Employees only) is subject to any pending investigation from any labor inspection or similar Governmental Authority which could reasonably be expected to result in any material payment. There is no other material Action existing, pending or, to the Knowledge of NBCUComcast, threatened by NBCU Comcast Contributed Business Employees against any NBCU Comcast Transferor, any NBCU Entity Contributed Comcast Subsidiary or any of their respective Affiliates, and there are no matters that would reasonably be expected to give rise to any such material Actions. (j) To the Knowledge of NBCUComcast, no NBCU Comcast Contributed Business Employee has been, is or will be, by performing services for the Newco Group, in violation of any term of any employment, invention disclosure or assignment, confidentiality, nondisclosure agreement, noncompetition agreement or other restrictive covenant or any order, other than any violation that would not have a material Liability. (k) In the event the services of each NBCU Comcast Contributed Business Employee who, as of the date hereof, is a party to a NBCU Comcast Employee Agreement set forth in Section 3.14 5.15(a)(xi) of the NBCU Comcast Disclosure Letter was terminated on January 1, 2010, the aggregate amount of such NBCU Comcast Contributed Business Employees’ severance or termination pay or claim for damages to the extent attributable solely to annual base salary is set forth in Section 3.15(k5.16(k) of the NBCU Comcast Disclosure Letter. Section 3.15(k5.16(k) of the NBCU Comcast Disclosure Letter sets forth a list of all NBCU Comcast Employee Plans (other than any Multiemployer Plan) pursuant to which any amounts or benefits may become vested or payable, funded, increased or accelerated, as a result of the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event or events), including, as to any such NBCU Comcast Employee Plan constituting an employee pension benefit plan, any employer debt under Section 75 of the Pensions Xxx 0000, any withdrawal or termination penalty, or other similar penalty. There are no NBCU Comcast Employee Plans (other than any Multiemployer Plan) which provide for the payment of any amount (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement (either alone or in combination with any other event or events) that would give rise to a material payment that is nondeductible by reason of Section 280G.