Common use of EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS Clause in Contracts

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (a) The LIN Disclosure Letter sets forth a complete and correct list of (i) all LIN Benefit Plans, including all employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all written employment, severance, termination, change-in-control, or indemnification agreements (collectively, the "Employment Arrangements"), in each case under which LIN or any of its subsidiaries has any obligation or liability (contingent or otherwise), except for on-air agreements entered into in the ordinary course of business consistent with past practices and any Employment Arrangement which provides for annual compensation (excluding benefits) of $150,000 or less or has an unexpired term of and can be terminated (before, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the LIN SEC Document or in the LIN Disclosure Letter and except as could not, individually or in the aggregate, reasonably be expected to have a LIN Material Adverse Effect: (A) each LIN Benefit Plan has been administered and is in compliance with the terms of such plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of ERISA) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any LIN Benefit Plan and (C) each LIN Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the United States Internal Revenue Service ("IRS") regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (WTNH Broadcasting Inc), Agreement and Plan of Merger (Chancellor Media Corp of Los Angeles)

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EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.1(m) of the Disclosure Letter Schedule sets forth a complete and correct list of (i) all LIN Benefit Plans, including all employee benefit plans within the meaning of Section 3(3) of ERISA and all bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, tuition assistance, or vacation pay plans or programs (collectively the Employee Retirement Income Security Act of 1974, as amended ("ERISAPlans"), ) and (ii) all written employment, severance, termination, change-change- in-control, or indemnification agreements (collectively, the "Employment Arrangements"), in each case (i) or (ii) under which LIN the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise), except for on-air agreements entered into in the ordinary course of business consistent with past practices and any Employment Arrangement which provides for annual compensation (excluding benefits) of $150,000 or less or has an unexpired term of and can be terminated (before, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the LIN SEC Document Reports filed prior to the date of this Agreement or in Section 3.1(m) of the LIN Disclosure Letter Schedule and except as could would not, individually or in the aggregate, reasonably be expected to have a LIN Material Adverse Effect: (A) each LIN Benefit Plan has been administered and is in compliance with the terms of such plan Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any LIN Benefit Plan and (C) each LIN Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the United States Internal Revenue Service ("IRS") IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (Lin Television Corp)

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.1(m) of the Parent Disclosure Letter sets forth a complete and correct list of (i) all LIN Benefit Plans, including all employee benefit plans within the meaning of Section 3(3) of ERISA and all bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, tuition assistance, or vacation pay plans or programs (collectively the Employee Retirement Income Security Act of 1974, as amended ("ERISAPlans"), ) and (ii) all written employment, severance, termination, change-in-control, or indemnification agreements (collectively, the "Employment Arrangements"), in each case (i) or (ii) under which LIN the Parent or any of its subsidiaries Subsidiary has any obligation or liability (contingent or otherwise), except for on-air agreements entered into in the ordinary course of business consistent with past practices and any Employment Arrangement which provides for annual compensation (excluding benefits) of $150,000 or less or has an unexpired term of and can be terminated (before, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the LIN SEC Document or in Reports filed prior to the LIN Disclosure Letter date of this Agreement and except as could would not, individually or in the aggregate, reasonably be expected to have a LIN Material Adverse Effect: (A) each LIN Benefit Plan has been administered and is in compliance with the terms of such plan Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any LIN Benefit Plan and (C) each LIN Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the United States Internal Revenue Service ("IRS") IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Digital Communications Inc)

EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.1(m) of the Disclosure Letter Schedule sets forth a complete and correct list of (i) all LIN Benefit Plans, including all employee benefit plans within the meaning of Section 3(3) of ERISA and all bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, tuition assistance, or vacation pay plans or programs (collectively the Employee Retirement Income Security Act of 1974, as amended ("ERISAPlans"), ) and (ii) all written employment, severance, termination, change-in-control, or indemnification agreements (collectively, the "Employment Arrangements"), in each case (i) or (ii) under which LIN the Company or any of its subsidiaries has any obligation or liability (contingent or otherwise), except for on-air agreements entered into in the ordinary course of business consistent with past practices and any Employment Arrangement which provides for annual compensation (excluding benefits) of $150,000 or less or has an unexpired term of and can be terminated (before, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the LIN SEC Document Reports filed prior to the date of this Agreement or in Section 3.1(m) of the LIN Disclosure Letter Schedule and except as could would not, individually or in the aggregate, reasonably be expected to have a LIN Material Adverse Effect: (A) each LIN Benefit Plan has been administered and is in compliance with the terms of such plan Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any LIN Benefit Plan and (C) each LIN Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the United States Internal Revenue Service ("IRS") IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (WTNH Broadcasting Inc)

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EMPLOYEE ARRANGEMENTS AND BENEFIT PLANS. (ai) The LIN Section 3.2(m) of the Company Disclosure Letter sets forth a complete and correct list of (i) all LIN Benefit Plans, including all employee benefit plans within the meaning of Section 3(3) of ERISA and all bonus or other incentive compensation, deferred compensation, salary continuation, severance, disability, stock award, stock option, stock purchase, tuition assistance, or vacation pay plans or programs (collectively the Employee Retirement Income Security Act of 1974, as amended ("ERISAPlans"), ) and (ii) all written employment, severance, termination, change-in-control, or indemnification agreements (collectively, the "Employment Arrangements"), in each case (i) or (ii) under which LIN or any of its subsidiaries the Company has any obligation or liability (contingent or otherwise). To the knowledge of the Company, except for on-air agreements entered into in the ordinary course of business consistent with past practices and any Employment Arrangement which provides for annual compensation (excluding benefits) of $150,000 or less or has an unexpired term of and can be terminated (before, on or after a change in control) in less than one year from the date hereof without additional cost or penalty. Except as set forth in the LIN SEC Document or in the LIN Disclosure Letter and except as could would not, individually or in the aggregate, reasonably be expected to have a LIN Material Adverse Effect: (A) each LIN Benefit Plan has been administered and is in compliance with the terms of such plan Plan and all applicable laws, rules and regulations, (B) no "reportable event" (as such term is used in section 4043 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (other than those events for which the 30 day notice has been waived pursuant to the regulations), "prohibited transaction" (as such term is used in section 406 of ERISA or section 4975 of the Code) or "accumulated funding deficiency" (as such term is used in section 412 or 4971 of the Code) has heretofore occurred with respect to any LIN Benefit Plan and (C) each LIN Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable determination from the United States Internal Revenue Service ("IRS") IRS regarding its qualified status and no notice has been received from the IRS with respect to the revocation of such qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (U S Digital Communications Inc)

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