Common use of ERISA Section 4204 Clause in Contracts

ERISA Section 4204. With respect to the Stations, Seller or Tribune or any of their Subsidiaries, as applicable, employs Employees who are members of the collective bargaining units listed on Section 6.2(k)(1) of the Disclosure Schedule and who are subject to the collective bargaining agreements listed on Section 6.2(k)(2) of the Disclosure Schedule (collectively, the “CBAs”). Pursuant to the CBAs, Seller or Tribune or any of their Subsidiaries, as applicable, is obligated to contribute to the multiemployer pension plans listed on Section 6.2(k)(3) of the Disclosure Schedule (collectively, the “Multiemployer Pension Plans”). Seller and Buyer intend by the provisions that follow to comply with the requirements of Section 4204 of ERISA with respect to the Multiemployer Pension Plans in connection with the acquisition of the Purchased Assets. Buyer shall have an obligation to contribute to each Multiemployer Pension Plan with respect to the operations related to the Purchased Assets for substantially the same number of contribution base units for which Seller or Tribune or any of their Subsidiaries, as applicable, had an obligation to contribute to each Multiemployer Pension Plan with respect to the operations related to the Purchased Assets. Except as set forth below, Buyer shall provide to each Multiemployer Pension Plan, for a period of five (5) plan years commencing with the first plan year beginning after the Closing Date, a bond issued by a corporate surety company that is an acceptable surety for purposes of Section 412 of ERISA, or an amount held in escrow by a bank or similar financial institution satisfactory to the Multiemployer Pension Plan, in an amount equal to the greater of: (i) the average total annual contribution to such Multiemployer Pension Plan required to be made by Seller or Tribune or any of their Subsidiaries, as applicable, with respect to the operations related to the Purchased Assets for the three (3) plan years preceding the plan year in which the Closing occurs; or (ii) the annual contribution that Seller or Tribune or any of their Subsidiaries, as applicable, was required to make to each such Multiemployer Pension Plan with respect to the operations related to the Purchased Assets for the last plan year before the plan year in which the Closing occurs. If Buyer withdraws in a complete withdrawal, or a partial withdrawal from any Multiemployer Pension Plan during the first five (5) plan years following the Closing, Seller or Tribune or any of their Subsidiaries, as applicable, shall be secondarily liable for any withdrawal liability it would have had to such Multiemployer Pension Plan with respect to the operations related to the Purchased Assets if the liability of Buyer with respect to the Multiemployer Pension Plan is not paid. Notwithstanding the foregoing provisions, but only to the extent Buyer and Seller inform the applicable Multiemployer Pension Plan in writing of their intent that this Agreement be covered by Section 4204 of ERISA and satisfy the requirements of 29 CFR §4204.11 and the applicable Multiemployer Pension Plan, if (i) the amount of the bond or escrow for a particular Multiemployer Pension Plan is de minimis as defined under Department of Labor Regulation §4204.12 or (ii) Buyer otherwise meets the “net income test” or the “net tangible asset test” under Department of Labor Regulation §4204.13(a), taking into account the special rule when more than one plan is covered by the test as set forth in 29 CFR §4204.13(b), then Buyer shall not be obligated to post such bond or establish such escrow. For purposes of this Section 6.2(k), Seller agrees that if so requested by Buyer, it will cooperate with Buyer to notify the applicable Multiemployer Pension Plan, in writing, of their intent that this Agreement be covered by Section 4204 of ERISA and, if applicable, to satisfy the requirements of 29 CFR §4204.11 and the applicable Multiemployer Pension Plan.