WHICH COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THERE IS NO UNFAIR LABOR
PRACTICE COMPLAINT PENDING OR, TO THE KNOWLEDGE OF SELLERS, THREATENED AGAINST
EITHER SELLER BEFORE THE NATIONAL LABOR RELATIONS BOARD.
NO STRIKE OR OTHER
LABOR DISPUTE INVOLVING EITHER SELLER IS PENDING OR, TO THE KNOWLEDGE OF
SELLERS, THREATENED, AND, TO THE KNOWLEDGE OF SELLERS, THERE IS NO ACTIVITY
INVOLVING ANY STATION EMPLOYEE SEEKING TO CERTIFY A COLLECTIVE BARGAINING UNIT
OR ENGAGING IN ANY OTHER ORGANIZATIONAL ACTIVITY.
SECTION 3.17
EMPLOYEE BENEFIT PLANS
(A)
DISCLOSURE SCHEDULE SECTION 3.17(A)(1)
IDENTIFIES EACH EMPLOYEE PLAN.
SELLERS HAVE PREVIOUSLY FURNISHED TO BUYER
COPIES OF THE EMPLOYEE PLANS (AND, IF APPLICABLE, RELATED TRUST AGREEMENTS) AND
ALL AMENDMENTS THERETO AND WRITTEN INTERPRETATIONS THEREOF.
DISCLOSURE
SCHEDULE SECTION 3.17(A)(2) IDENTIFIES EACH EMPLOYEE PLAN THAT IS (I) A
MULTIEMPLOYER PLAN, (II) A TITLE IV PLAN OR (III) MAINTAINED IN CONNECTION WITH
ANY TRUST DESCRIBED IN SECTION 501(C)(9) OF THE CODE.
THE SELLERS HAVE PROVIDED
BUYER WITH COMPLETE AGE, SALARY, SERVICE AND RELATED DATA AS OF OCTOBER 31, 2004
FOR ALL EMPLOYEES COVERED UNDER ANY EMPLOYEE PLAN.
(B)
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.17(B), NEITHER SELLER NOR ANY OF ITS ERISA AFFILIATES HAS (I)
ENGAGED IN, OR IS A SUCCESSOR OR PARENT CORPORATION TO AN ENTITY THAT HAS
ENGAGED IN, A TRANSACTION DESCRIBED IN SECTIONS 4069 OR 4212(C) OF ERISA OR (II)
INCURRED, OR REASONABLY EXPECTS TO INCUR PRIOR TO THE CLOSING DATE (A) ANY
LIABILITY UNDER TITLE IV OF ERISA ARISING IN CONNECTION WITH THE TERMINATION OF,
OR A COMPLETE OR PARTIAL WITHDRAWAL FROM, ANY PLAN COVERED OR PREVIOUSLY COVERED
BY TITLE IV OF ERISA OR (B) ANY LIABILITY UNDER SECTION 4971 OF THE CODE THAT IN
EITHER CASE COULD BECOME A LIABILITY OF BUYER OR ANY OF ITS ERISA AFFILIATES
AFTER THE CLOSING DATE.
EXCEPT AS SET FORTH ON DISCLOSURE
SCHEDULE SECTION 3.17(B), NO CONDITION EXISTS THAT (I) COULD CONSTITUTE GROUNDS
FOR TERMINATION BY THE PBGC OF ANY EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO
TITLE IV OF ERISA THAT IS MAINTAINED BY EITHER SELLER OR ANY OF ITS ERISA
AFFILIATES OR (II) PRESENTS A MATERIAL RISK OF COMPLETE OR PARTIAL WITHDRAWAL
FROM ANY MULTIEMPLOYER PLAN, AS DEFINED IN SECTION 3(37) OF ERISA, WHICH COULD
RESULT IN EITHER SELLER OR BUYER OR ANY ERISA AFFILIATE OF ANY OF THEM INCURRING
A WITHDRAWAL LIABILITY WITHIN THE MEANING OF SECTION 4201 OF ERISA.
THE ASSETS
OF EITHER SELLER ARE NOT NOW, NOR WILL THEY AFTER THE PASSAGE OF TIME BE,
SUBJECT TO ANY LIEN IMPOSED UNDER CODE SECTION 412(N) BY REASON OF A FAILURE OF
EITHER SELLER TO MAKE TIMELY INSTALLMENTS OR OTHER PAYMENTS REQUIRED UNDER CODE
SECTION 412.
EXCEPT AS SET FORTH ON DISCLOSURE SCHEDULE SECTION 3.17(B), IF A
"COMPLETE WITHDRAWAL" BY SELLERS AND ALL OF THEIR ERISA AFFILIATES WERE TO OCCUR
AS OF THE CLOSING DATE WITH RESPECT TO ALL MULTIEMPLOYER PLANS, NEITHER SELLER
NOR ANY OF ITS ERISA AFFILIATES WOULD INCUR ANY MATERIAL WITHDRAWAL LIABILITY
UNDER TITLE IV OF ERISA.