(C)
EACH EMPLOYEE PLAN THAT IS INTENDED TO BE
QUALIFIED UNDER SECTION 401(A) OF THE CODE IS SO QUALIFIED AND HAS BEEN SO
QUALIFIED DURING THE PERIOD SINCE ITS ADOPTION; EACH TRUST CREATED UNDER ANY
SUCH PLAN IS EXEMPT FROM TAX UNDER SECTION 501(A) OF THE CODE AND HAS BEEN SO
EXEMPT SINCE ITS CREATION.
SELLERS HAVE PREVIOUSLY PROVIDED BUYER WITH THE MOST
RECENT DETERMINATION LETTER OF THE IRS RELATING TO EACH SUCH EMPLOYEE PLAN.
EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT, EACH EMPLOYEE PLAN HAS BEEN MAINTAINED IN
SUBSTANTIAL COMPLIANCE WITH ITS TERMS AND WITH THE REQUIREMENTS PRESCRIBED BY
ANY AND ALL APPLICABLE STATUTES, ORDERS, RULES AND REGULATIONS, INCLUDING BUT
NOT LIMITED TO ERISA AND THE CODE.
(D)
NEITHER SELLER HAS ANY CURRENT OR PROJECTED
LIABILITY IN RESPECT OF POST-EMPLOYMENT OR POST-RETIREMENT HEALTH OR MEDICAL OR
LIFE INSURANCE BENEFITS FOR RETIRED, FORMER OR CURRENT EMPLOYEES OF SUCH OR
OTHER SELLER, EXCEPT AS REQUIRED TO AVOID EXCISE TAX UNDER SECTION 4980B OF THE
CODE.
NO CONDITION EXISTS THAT WOULD PREVENT EITHER SELLER FROM AMENDING OR
TERMINATING ANY EMPLOYEE PLAN PROVIDING HEALTH OR MEDICAL BENEFITS IN RESPECT OF
ANY ACTIVE EMPLOYEE OF THE STATION OTHER THAN LIMITATIONS IMPOSED UNDER THE
TERMS OF A COLLECTIVE BARGAINING AGREEMENT.
(E)
ALL CONTRIBUTIONS AND PAYMENTS ACCRUED
UNDER EACH EMPLOYEE PLAN, DETERMINED IN ACCORDANCE WITH PRIOR FUNDING AND
ACCRUAL PRACTICES, AS ADJUSTED TO INCLUDE PROPORTIONAL ACCRUALS FOR THE PERIOD
ENDING ON THE CLOSING DATE, WILL BE DISCHARGED AND PAID ON OR PRIOR TO THE
CLOSING DATE EXCEPT TO THE EXTENT (I) REFLECTED AS A LIABILITY ON THE CLOSING
BALANCE SHEET OR (II) RETAINED BY SELLERS.
THERE HAS BEEN NO
27
AMENDMENT TO, WRITTEN INTERPRETATION OF OR ANNOUNCEMENT (WHETHER OR NOT WRITTEN)
BY EITHER SELLER OR ANY OF ITS AFFILIATES RELATING TO, OR CHANGE IN EMPLOYEE
PARTICIPATION OR COVERAGE UNDER, ANY EMPLOYEE PLAN THAT WOULD INCREASE
MATERIALLY THE EXPENSE OF MAINTAINING SUCH EMPLOYEE PLAN ABOVE THE LEVEL OF THE
EXPENSE INCURRED IN RESPECT THEREOF FOR THE MOST RECENT FISCAL YEAR ENDED PRIOR
TO THE DATE HEREOF.
(F)
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.17(F), THERE IS NO CONTRACT, PLAN OR ARRANGEMENT (WRITTEN OR
OTHERWISE) COVERING ANY EMPLOYEE OR FORMER EMPLOYEE OF THE STATION THAT,
INDIVIDUALLY OR COLLECTIVELY, COULD GIVE RISE TO THE PAYMENT OF ANY AMOUNT THAT
WOULD NOT BE DEDUCTIBLE PURSUANT TO THE TERMS OF SECTION 280G OF THE CODE.
(G)
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.17(G) AND EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.07, NO
EMPLOYEE OR FORMER EMPLOYEE OF THE STATION WILL BECOME ENTITLED TO ANY BONUS,
RETIREMENT, SEVERANCE, JOB SECURITY OR SIMILAR BENEFIT OR ENHANCED SUCH BENEFIT
(INCLUDING ACCELERATION OF VESTING OR EXERCISE OF AN INCENTIVE AWARD) AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(H)
NEITHER SELLER HAS CURRENTLY IN PLACE ANY
STAY BONUS PLAN OR ARRANGEMENT RELATING TO THE STATION.
SECTION 3.18
ENVIRONMENTAL MATTERS
(A)
EXCEPT AS WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT