OR ILL-HEALTH
BENEFITS PROVIDES ONLY MONEY PURCHASE BENEFITS AND NO ASSURANCE, PROMISE OR
GUARANTEE HAS BEEN MADE OR GIVEN TO ANY PERSON OF A PARTICULAR LEVEL OR AMOUNT
OF BENEFIT TO BE PROVIDED FOR OR IN RESPECT OF HIM ON DEATH, RETIREMENT OR
LEAVING SERVICE.
Section 3.10
Labor and Employment Matters.
(A)
NONE OF THE SELLERS ARE A PARTY TO ANY LABOR OR COLLECTIVE
BARGAINING CONTRACT THAT PERTAINS TO ANY BUSINESS EMPLOYEES.
TO THE KNOWLEDGE
OF THE SELLERS, (A) THERE ARE NO ORGANIZING ACTIVITIES OR COLLECTIVE BARGAINING
ARRANGEMENTS THAT COULD AFFECT THE MEDIA BUSINESS PENDING OR UNDER DISCUSSION
WITH ANY LABOR ORGANIZATION OR BUSINESS EMPLOYEES AND (B) THERE ARE NO LOCKOUTS,
STRIKES, SLOWDOWNS OR WORK STOPPAGES PENDING OR THREATENED BY OR WITH RESPECT TO
ANY BUSINESS EMPLOYEES THAT WOULD, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
NEITHER THE SELLERS NOR ANY OF THEIR SUBSIDIARIES HAS ENGAGED OR
IS ENGAGING IN ANY UNFAIR LABOR PRACTICE AFFECTING BUSINESS EMPLOYEES.
NO
UNFAIR LABOR PRACTICE OR LABOR CHARGE OR COMPLAINT IS PENDING OR, TO THE
KNOWLEDGE OF THE SELLERS, THREATENED WITH RESPECT TO ANY BUSINESS EMPLOYEE BY
ANY GOVERNMENTAL AUTHORITY.
EXCEPT AS SET FORTH ON SCHEDULE 3.10(B) OF THE
DISCLOSURE SCHEDULES, THE SELLERS AND THEIR SUBSIDIARIES HAVE COMPLIED WITH ALL
APPLICABLE FEDERAL, STATE, LOCAL, EUROPEAN AND FOREIGN LAWS, RULES AND
REGULATIONS RESPECTING EMPLOYMENT, EMPLOYMENT PRACTICES, LABOR, TERMS AND
CONDITIONS OF EMPLOYMENT AND WAGES AND HOURS IN CONNECTION WITH THE BUSINESS
EMPLOYEES.
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
20
(C)
IN RESPECT OF ALL BUSINESS EMPLOYEES BASED
IN THE UK (THE "UK BUSINESS EMPLOYEES"), SCHEDULE 3.10(C) OF THE DISCLOSURE
SCHEDULES SETS FORTH AN ACCURATE AND COMPLETE LIST OF: (I) THE PARTICULARS OF
ALL UK BUSINESS EMPLOYEES INCLUDING REMUNERATION, VARIABLE COMPENSATION AND
OTHER BENEFITS (WHETHER CONTRACTUAL, DISCRETIONARY OR OTHERWISE), DATE OF
COMMENCEMENT OF EMPLOYMENT, AGE OR DATE OF BIRTH, PERIOD OF CONTINUOUS
EMPLOYMENT AND NOTICE PERIODS; (II) COMPLETE PARTICULARS OF THE TERMS AND
CONDITIONS OF EMPLOYMENT APPLICABLE TO EACH UK BUSINESS EMPLOYEE; (III) DETAILS
OF ANY EMPLOYEE WHO WOULD HAVE BEEN A UK BUSINESS EMPLOYEE HAD THEY NOT BEEN
DISMISSED IN THE 12 MONTHS PRIOR TO THE DATE OF THIS AGREEMENT; (IV) DETAILS OF
ANY UK BUSINESS EMPLOYEE WHO IS ABSENT ON SICK LEAVE OR OTHERWISE INACTIVE;
(V) FULL DETAILS OF ANY SEVERANCE OR ENHANCED REDUNDANCY ARRANGEMENTS (WHETHER
APPLIED ON A CONTRACTUAL, CUSTOMARY OR DISCRETIONARY BASIS) APPLICABLE TO ANY OF
THE UK BUSINESS EMPLOYEES; AND (V) DETAILS OF ANY MATERIAL CHANGE TO THE TERMS
AND CONDITIONS OF EMPLOYMENT THAT HAVE BEEN MADE, PROMISED OR PROPOSED.
ALL THE
PERSONS IDENTIFIED BY THE SELLER AS AN INDEPENDENT CONTRACTOR ARE PROPERLY
CLASSIFIED AS SUCH.
Section 3.11
Insurance.
Schedule 3.11 of the
Disclosure Schedules sets forth a true and complete list of all insurance
policies in force with respect to the Media Business and the Transferred Assets,
which includes a brief summary of the coverage and