CONTRACT OR COLLECTIVE BARGAINING
AGREEMENT RESPECTING THE EMPLOYEES OF PARENT AND ITS SUBSIDIARIES, NOR ARE THERE
ANY EMPLOYEES OF PARENT OR ITS SUBSIDIARIES REPRESENTED BY A COLLECTIVELY
BARGAINED UNIT OR LABOR ORGANIZATION WHO ARE NOT COVERED BY A COLLECTIVE
BARGAINING AGREEMENT.
(B)
PARENT AND ITS SUBSIDIARIES ARE IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL LABOR LAWS APPLICABLE TO THE PARENT BUSINESS AND THE EMPLOYEES
OF PARENT, AND ARE NOT ENGAGED IN ANY UNFAIR LABOR PRACTICES, AS DEFINED IN THE
NATIONAL LABOR RELATIONS ACT OR OTHER LAW APPLICABLE TO EMPLOYEES OF PARENT AND
ITS SUBSIDIARIES. THERE ARE NO OUTSTANDING UNFAIR LABOR PRACTICE CHARGES PENDING
BEFORE THE NATIONAL LABOR RELATIONS BOARD WITH RESPECT TO ANY EMPLOYEES OF
PARENT.
(C)
THERE IS NO PENDING, OR TO THE KNOWLEDGE OF BUYER THREATENED,
STRIKE, WALKOUT OR OTHER WORK STOPPAGE OR ANY UNION ORGANIZING EFFORT BY ANY OF
THE EMPLOYEES OF PARENT AND ITS SUBSIDIARIES.
Section 4.17
Contracts.
(A)
EXCEPT FOR SUCH CONTRACTS OR ARRANGEMENTS AS ARE ENTERED INTO
BETWEEN THE DATE HEREOF AND THE CLOSING AND THAT ARE NOT PROHIBITED BY THIS
AGREEMENT, NEITHER PARENT NOR ANY OF ITS SUBSIDIARIES IS BOUND BY OR SUBJECT TO
(I) EXCEPT FOR PROGRAMMING AGREEMENTS OR CONTRACTS WITH AFFILIATES, ANY CONTRACT
THAT IS MATERIAL (AS SUCH TERM IS DEFINED IN ITEM 601(B)(10) OF REGULATION S-K
PROMULGATED UNDER THE SECURITIES ACT) TO THE PARENT BUSINESS, (II) ANY
PROGRAMMING AGREEMENT INVOLVING CONSIDERATION IN EXCESS OF $25,000,000 IN ANY
TWELVE MONTH PERIOD, (III) ANY CONTRACT INVOLVING CONSIDERATION IN EXCESS OF
$1,000,000 IN ANY TWELVE MONTH PERIOD WITH ANY AFFILIATE OF PARENT (OTHER THAN
ANY SUBSIDIARY OF PARENT) OR HAVING THE INTENDED EFFECT OF BENEFITING ANY
AFFILIATE OF PARENT (OTHER THAN ANY SUBSIDIARY OF PARENT) AT THE EXPENSE OF
PARENT OR ANY SUBSIDIARY OF PARENT IN A MANNER THAT WOULD DEPRIVE PARENT OR SUCH
PARENT SUBSIDIARY OF THE BENEFIT IT WOULD OTHERWISE HAVE OBTAINED IF THE
TRANSACTION WERE TO HAVE BEEN EFFECTED ON TERMS THAT WERE ON AN ARM'S LENGTH
BASIS OR (IV) ANY MATERIAL CONTRACT WITH FRIENDCO OR ANY OF ITS AFFILIATES
(A) RELATED TO OR ENTERED INTO IN CONNECTION WITH THE TRANSACTION OR (B) IN
CONNECTION WITH THE SALE OR EXCHANGE OF ANY TRANSFERRED ASSETS OR ANY
TRANSFERRED ASSETS (AS DEFINED IN THE FRIENDCO PURCHASE AGREEMENT).
(B)
ALL PARENT MATERIAL CONTRACTS ARE IN FULL FORCE AND EFFECT AND ARE
ENFORCEABLE AGAINST EACH PARTY THERETO IN ACCORDANCE WITH THE EXPRESS TERMS
THEREOF. THERE DOES NOT EXIST UNDER ANY CONTRACT TO WHICH PARENT OR ANY OF ITS
AFFILIATES IS A PARTY
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or by which its Assets are bound any violation, breach or event of default, or
alleged violation, breach or event of default, or event or condition that, after
notice or lapse of time or both, would constitute a violation, breach or event
of default thereunder on the part of Parent or any of its Affiliates or, to the
Knowledge of Buyer, any other party thereto, except for such violations,
breaches, events or conditions that would not, individually or in