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mortgages, indentures, contracts, agreements or leases to which Company or any of Company Subsidiaries is a party or by which Company or any of Company Subsidiaries or any property or asset of Company or any of Company Subsidiaries is bound or affected, including any Company Material Contract and (ii) to the Knowledge of Seller, there are no such defaults, violations or breaches (or events or conditions which, with notice or lapse of time or both would constitute such a default, violation or breach) with respect to any third party to any such notes, bonds, mortgages, indentures, contracts, agreements or leases. As of the date hereof, Seller has no knowledge of any pending bankruptcy, insolvency or similar proceeding with respect to any party to any Company Material Contract which has had or could reasonably be expected to have a Material Adverse Effect on Company. Section 3.11(b) of the Disclosure Schedules identifies each Company Material Contract that requires the consent of or notice to the other party thereto to avoid any material breach, default or violation of such contract, agreement or other instrument in connection with the transactions contemplated hereby.

(c) Except as set forth in Section 3.11(c) of the Disclosure Schedules, none of the obligations of Company or any Company Subsidiary under any outstanding performance or removal bonds and sureties relating to any obligations of Company or any Company Subsidiary in connection with any Sites or Towers are secured by letters of credit or other collateral under the Company’s Credit Facilities.

Section 3.12 Employee Benefit Plans .

(a) Section 3.12(a) of Disclosure Schedules sets forth a list as of the date hereof of all Company Benefit Plans under which Company, any ERISA Affiliate or any Company Subsidiary has any liability.

(b) Company has made available to Buyer with true and complete copies of (1) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plan, a summary of the material provisions of such plan) in effect on the date hereof, (2) the most recent report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan in effect on the date hereof to the extent any such report was required by applicable Law, (3) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required by applicable Law and (4) each currently effective trust agreement or other funding vehicle relating to any Company Benefit Plan. Except as set forth on Section 3.12 of the Disclosure Schedules, other than severance benefits provided under a Company Benefit Plan, no Company Welfare Plan provides benefits to, or on behalf of, any former employee after the termination of employment except (1) where the full cost of such benefit is borne entirely by the former employee (or his eligible dependents or beneficiaries), (2) where plan benefits are payable through a trust, the fair market value of the assets of which equal or exceed the present value of the liabilities of such plan or (3) where the benefit is required by Section 4980B of the Code.

(c) With the exception of AAT Electronics Corporation Employees Pension Plan, neither Company nor any ERISA Affiliate has maintained, contributed to or been obligated to maintain or contribute to, or has any actual or contingent liability under, any Company Pension Plan that is subject to Title IV of ERISA or Section 412 of the Code or is otherwise a plan described in Section 3(40) of ERISA or a plan described in Section 413 of the

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