Common use of Employees; Employee Plans Clause in Contracts

Employees; Employee Plans. (a) Schedule 6.4(a)(1) sets forth a list as of the Execution Date showing employee names, positions and status for all employees of the Acquired Companies (the “Station Employees”). (b) For at least one year following Closing, so long as a Station Employee is employed by Buyer, Buyer shall provide each Station Employee who does not have an employment agreement with the Acquired Companies employee benefits, compensation and severance that are substantially comparable in the aggregate to the employee benefits, compensation and severance provided to similarly situated employees of Buyer (excluding any pension benefit provided to employees of the Buyer and subsidiaries of Buyer), including providing credit for and honoring past accrued but unused time with respect to sick, holiday, personal or vacation leave (to the extent a liability therefor is included in Current Liabilities for purposes of determining the Net Working Capital Amount). To the extent permitted by Law and notwithstanding anything herein to the contrary, Buyer shall give Station Employees full credit for purposes of eligibility waiting periods and vesting under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates (excluding any pension plan or benefit) in which such Station Employees participate for such Station Employees’ service with the Acquired Companies to the same extent such service was credited to such Station Employees prior to Closing for similar purposes; provided, that such credit need not be recognized (x) to the extent that such recognition would result in any duplication of benefits for the same period of service or would require an amendment to any Buyer benefit plan or (y) under any defined benefit plan or other pension plan. In addition, Buyer shall, or shall cause the Acquired Companies to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Station Employees and their respective covered dependents under employee benefit plans maintained by Buyer to the extent the Station Employees and their respective covered dependents were participating in the applicable Employee Plan of Seller immediately prior to Closing and (ii) provide each Station Employee and his or her covered dependents with credit for any co-payments and deductibles paid under the applicable Employee Plans in satisfying any applicable deductible or out-of-pocket requirements under such Buyer plan. (c) Notwithstanding anything to the contrary in this Section 6.4, the parties expressly acknowledge and agree that (i) this Agreement is not intended to create a contract between Buyer, Seller or any of their respective Affiliates on the one hand and any Station Employee on the other hand, and no Station Employee may rely on this Agreement as the basis for any breach of contract claim against Buyer, Seller or any Acquired Company, (ii) nothing in this Agreement shall be deemed or construed to require any Acquired Company to employ any particular Station Employee for any period after the Closing, (iii) nothing in this Agreement shall be deemed or construed to limit the Acquired Companies’ rights to terminate the employment of any Station Employee during any period prior to or after the Closing Date, and (iv) nothing in this Agreement is intended to, or does, constitute the establishment or, or an amendment to, any Employee Plan or any employee benefit plan or arrangement of the Buyer or any of its Affiliates. (d) Seller shall cause the Acquired Companies to cease to participate as active unrelated employers in the Xxxx Media, LLC 401(k) Plan as of the Closing, and shall provide evidence to Buyer that it, or its Affiliates, to the extent applicable, has taken the necessary steps to effect the cessation of such participation without any continuing liability to the Acquired Companies. As soon as practicable following the Closing Date, Buyer shall permit the Station Employees to directly roll over their account balances and outstanding loan balances, if any, under the Xxxx Media, LLC 401(k) Plan into a tax-qualified “eligible retirement plan” within the meaning of Section 402(c)(8)(B) of the Code maintained by the Buyer or an Affiliate (“Buyer’s 401(k) Plan”), subject to applicable Law and the terms and conditions of the Xxxx Media, LLC 401(k) Plan and the Buyer’s 401(k) Plan, and provided that Seller and its Affiliates take all actions reasonably necessary to effectuate such rollovers.

Employees; Employee Plans. (a) Schedule 6.4(a)(1Seller, CNS and DCS shall continue the employment of any employees employed in the Business up to and including the Closing Date, except in the event of their death, retirement, voluntary termination, termination for cause or termination as otherwise agreed by Seller and Buyer. On the Closing Date, Buyer will offer employment to all of the employees employed in the Business on the Closing Date (the “Business Employees”) sets forth a list upon substantially the same terms and conditions of employment (which by way of clarification shall be determined without regard to any defined benefit plan, equity-based compensation arrangements, non-qualified deferred compensation arrangements and retiree medical arrangements) as enjoyed by such employees immediately prior to the Closing Date (subject to any applicable collective bargaining agreement being assumed); provided however that Buyer shall only be obligated to offer the Employment Agreement Executives the same base compensation without regard to the other terms and conditions of the Employment Agreements. For the avoidance of doubt, notwithstanding the foregoing, Buyer may impose an administrative delay on enrollment in Buyer’s Benefit Programs as necessary to allow for orderly processing, provided that Buyer shall make available to and enroll any Business Employees who accept employment with the Buyer (and who elect to participate in such arrangements) in Buyer’s Benefit Programs in accordance with this Agreement as soon as administratively practicable following the Closing. Any enrollment under Buyer’s Benefit Programs that is subject to an administrative delay pursuant to this Section shall, to the extent agreed by the insurers, be retroactive to Closing, except that coverage under Buyer’s group health plan shall be retroactive to the date after the date such coverage ends under Seller’s group health plan pursuant to the terms of Section 7.2(j) below. Those employees who accept employment with Buyer (“Acquired Employees”) will become employees of Buyer effective as of the Execution Date showing employee names, positions and status Closing Date. Buyer or one of its Affiliates will offer continued employment to all Acquired Employees for all employees of the first 91 days following the Closing except in the cases where an Acquired Companies (the “Station Employees”)Employee is or may be terminated for cause. (b) For at least one year Buyer, Seller, CNS and DCS shall jointly give notice to all Business Employees that they shall cease accruing benefits under Seller, CNS and DCS’s Employee Plans as of the Closing Date and that Buyer will provide Buyer’s Benefit Programs to Acquired Employees as soon as administratively practicable following the Closing. In no event shall any Business Employee be entitled to accrue any benefits under any employee benefit plan or arrangement maintained by Seller after the Closing (without prejudice to any rights of continued participation pursuant to COBRA or under any retiree welfare program for which a person otherwise qualifies). (c) As soon as administratively practicable following the Closing, so long as a Station Employee is employed Buyer agrees to provide Acquired Employees with participation in benefit plans and other fringe benefits currently offered by Buyer, Buyer shall provide each Station Employee who does not have an employment agreement with the Acquired Companies employee benefits, compensation and severance that are substantially comparable in the aggregate to the employee benefits, compensation and severance provided to similarly situated employees of Buyer (excluding any pension benefit provided to employees “Buyer’s Benefit Programs”) in accordance with the terms and conditions of the such Buyer’s Benefit Programs. Such Acquired Employees shall be credited for their length of service with Seller, CNS or DCS (or its predecessor), Buyer and subsidiaries Buyer’s Affiliates, for all purposes under Buyer’s Benefit Programs (except for the purposes of Buyerbenefit accruals), including providing credit for determining eligibility to participate in, vesting of, and honoring past accrued but unused time with respect to sickentitlement to, holiday, personal or vacation leave (to the extent a liability therefor is included in Current Liabilities for purposes of determining the Net Working Capital Amount)such benefits. To the extent permitted requested by Law an Acquired Employee and notwithstanding anything herein pursuant to the contraryterms of Buyer’s 401(k) Plan and Requirements of Law, Buyer shall give Station Employees full credit for purposes permit a rollover, pursuant to Code Section 402(c), to Buyer’s 401(k) Plan, in cash, of eligibility waiting periods and vesting under all of the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates individual account balances of such Acquired Employee (excluding any pension after-tax money, if any) under the 401(k) Plan extended to Business Employees by Seller, CNS and DCS, and excluding any outstanding plan or benefit) in which such Station Employees participate for such Station Employees’ service with the Acquired Companies to the same extent such service was credited participant loan receivables allocated to such Station Employees prior to Closing for similar purposes; accounts provided, however, that Buyer may make such credit need not be recognized (xrollover contingent upon reasonable evidence that Seller, CNS and DCS’s 401(k) to Plan is qualified under Section 401(a) of the extent that such recognition would result in any duplication of benefits for Code and upon compliance with Buyer’s administrative procedures. Buyer’s Benefit Programs shall recognize amounts credited toward the same period of service or would require an amendment to any Buyer benefit plan or (y) under any defined benefit plan or other pension plan. In addition, Buyer shall, or shall cause the Acquired Companies to, (i) waive all limitations as to preexisting conditions, exclusions deductible and waiting periods with respect to participation and coverage requirements applicable to the Station Employees and their respective covered dependents under employee benefit plans maintained by Buyer to the extent the Station Employees and their respective covered dependents were participating in the applicable Employee Plan of Seller immediately prior to Closing and (ii) provide each Station Employee and his or her covered dependents with credit for any co-payments and deductibles paid under the applicable Employee Plans in satisfying any applicable deductible or out-of-pocket requirements maximum under Seller, CNS and DCS’s plans, provided, however, that if Buyer reasonably determines that such recognition would adversely affect the eligibility under Section 223(c) of the Code of an Acquired Employee for whom a health savings account has been established in connection with the Buyer’s Benefit Programs, Buyer planshall not cause such recognition to occur with respect to such Acquired Employee. (cd) Notwithstanding anything Buyer shall recognize all accrued paid time off (which includes vacation, sick time or other personal days) of Acquired Employees as of the Closing Date. (e) Any preexisting condition clause in any of the health coverage (including medical and dental coverage) included in Buyer’s Benefits Programs shall be waived for the Acquired Employees who participated in a similar medical or dental program of Seller immediately before the Closing. (f) Buyer shall be responsible for providing any Acquired Employee whose “qualifying event” (within the meaning of Section 4980B(f) of the Code) occurs on or after the Closing Date (and such employees’ “qualified beneficiaries” within the meaning of Section 4980B(f) of the Code) with the continuation of group health coverage required by Section 4980B(f) of the Code, and Buyer shall be responsible for providing such coverage. Seller, CNS and DCS shall retain responsibility for any employee or other “qualified beneficiary” of theirs whose “qualifying event” occurred prior to the contrary in this Section 6.4Closing Date. (g) Buyer shall be solely liable for severance pay and similar obligations payable to any Acquired Employee who is terminated by Buyer after Closing to the extent such obligations arise under Requirements of Law solely because of the Acquired Employee’s employment with Buyer, or under a plan or agreement adopted or assumed by Buyer (provided that, for the parties avoidance of doubt, Buyer has no obligation with respect to any obligations arising under any Employee Plan or other plan, program, agreement or arrangement of Seller, CNS and DCS that is not expressly acknowledge assumed by Buyer hereunder). (h) After the Closing Date, Buyer shall have the liability for, and agree none of Seller or any of its Affiliates shall have any liability for, short-term disability benefits, (other than insured benefits relating to disabilities incurred prior to the Closing Date), sick pay or salary continuation for those Acquired Employees who are entitled to such benefits solely to the extent that (i) such payments relate to a disability arising prior to the Closing Date but are made with respect to time after the Closing Date during which the Acquired Employee would have been performing services for Buyer but for the disability and arise under a Buyer Benefit Program or due to Requirements of Law, or (ii) the payments relate to a disability arising after the Closing Date. Seller and Seller, CNS and DCS’s Employee Plans shall retain responsibility for providing such benefits to Business Employees with respect to all periods prior to the Closing Date and all liabilities for disabilities arising prior to the Closing Date except for those for which Buyer has expressly agreed in this Agreement Section 7.2(h) to assume responsibility. Notwithstanding the foregoing, it is not expressly intended that any claim covered by an insurance policy under a Seller, CNS and DCS Employee Plan or other Seller, CNS or DCS insurance policy shall be the responsibility of the relevant insurer. (i) To the extent required by this Agreement, Buyer will maintain a health care and dependent care flexible spending account arrangement pursuant to create a contract between BuyerSection 125 or 129 of the Code (collectively, “FSAs”). Buyer will honor the elections of all Acquired Employees under the FSAs of Seller or any of their respective Affiliates on its ERISA Affiliates, as in effect immediately prior to the one hand and any Station Employee on the other handClosing Date, and no Station Employee may rely on this Agreement as the basis Buyer will assume responsibility for any breach administering all reimbursement claims of contract claim against Buyer, Seller or any Acquired Company, (ii) nothing in this Agreement shall be deemed or construed to require any Acquired Company to employ any particular Station Employee for any period after the Closing, (iii) nothing in this Agreement shall be deemed or construed to limit the Acquired Companies’ rights Employees with respect to terminate the employment of any Station Employee during any period prior calendar year in which the Closing Date occurs that are submitted to Buyer for payment on or after the Closing Date, and (iv) nothing in this Agreement is intended towhether arising before, on or doesafter the Closing Date, constitute the establishment or, or an amendment to, any Employee Plan or any employee benefit plan or arrangement of the Buyer or any of its Affiliates. (d) Seller shall cause the Acquired Companies to cease to participate as active unrelated employers in the Xxxx Media, LLC 401(k) Plan as of the Closing, and shall provide evidence to Buyer that it, or its Affiliates, to the extent applicable, has taken the necessary steps to effect the cessation of such participation without any continuing liability to the Acquired Companiesunder Buyer’s FSAs. As soon as practicable but no more than fifteen (15) days following the Closing Date, Seller, CNS and DCS will cause to be transferred to Buyer an amount in cash equal to (i) the sum of all contributions to the FSAs of Seller or its ERISA Affiliates with respect to the calendar year in which the Closing Date occurs by or on behalf of the Acquired Employees prior to the Closing Date, reduced by (ii) the sum of all claims incurred in the calendar year in which the Closing Date occurs that are submitted to Seller, CNS and DCS for payment prior to the Closing Date and paid by the FSAs of Seller or its ERISA Affiliates with respect to such Acquired Employees prior to the date of such cash transfer to Buyer; provided, however, if this calculation results in a negative number, then Buyer will pay to Seller (on behalf of any relevant ERISA Affiliate of Seller, as applicable) as soon as practicable but not more than thirty (30) days following the Closing Date, the amount by which (ii) exceeds (i). Effective as of the Closing Date, Seller, CNS and DCS shall provide Buyer with such information as is necessary for Buyer to establish FSAs for such Acquired Employees, including, but not limited to, each such Acquired Employee’s annual FSA election amount and account balance as of the Closing Date. (j) Seller, CNS and DCS shall cover the Acquired Employees under their group health plan (including medical, prescription, dental and vision coverage) until the later of (i) the end of the month in which the Closing occurs or fifteen (15) days after the Closing Date and shall remain responsible for all claims incurred by Acquired Employees while such employees are covered by the group health plan. Buyer shall permit be responsible for all claims incurred by the Station Acquired Employees while such employees are covered by Buyer’s group health plans. For purposes of clarity, a claim shall be considered incurred when the treatment for a given condition is provided, and not when the condition arose and, in the case of a claim relating to directly roll over their account balances and outstanding loan balancesan in-patient hospital stay that began prior to the date the employee became covered by Buyer’s group health plan, if any, the entire claim shall be considered incurred on the date the hospital admission occurred. (k) Buyer agrees to provide any notice required under the Xxxx Media, LLC 401(k) Plan into a tax-qualified “eligible retirement plan” within the meaning of Section 402(c)(8)(B) of the Code maintained by the Buyer or an Affiliate Worker Adjustment and Retraining Notification Act (“Buyer’s 401(k) PlanWARN”), 29 U.S.C. § 2101, et seq., and any other similar applicable law and to otherwise comply with any such statute with respect to any “plant closings” or “mass layoff” (as defined in WARN) or similar event affecting Business Employees and occurring on or after the Closing Date or arising, in whole or in part, as a result of the transactions contemplated by this Agreement. Buyer shall not take any action after the Closing Date that would cause any termination of employment of any employee by Seller that occurs on or before the Closing Date to constitute a portion of a covered “plant closing” or “mass layoff” under WARN or any similar statute, or to create any liability to Seller, CNS or DCS for any employment terminations under applicable Requirements of Law. (l) As of the Closing, Buyer shall, subject to applicable Law the rights of any affected Acquired Employees regarding representation, (a) continue to recognize any labor organization identified in Schedule 3.15(b) as the collective bargaining agent for such affected Acquired Employees, and (b) assume and comply with the terms and conditions of the Xxxx Mediacollective bargaining agreement and other labor union Contracts listed on Schedule 3.16 in accordance with the terms and conditions in effect immediately prior to Closing. (m) Notwithstanding the foregoing, LLC 401(knothing contained herein shall (i) Plan and be treated as an amendment to any particular employee benefit plan of each of Buyer, Seller, CNS or DCS (ii) obligate Buyer or any of its ERISA Affiliates to (A) maintain any particular benefit plan or arrangement or (B) retain the Buyer’s 401(kemployment of any particular employee except as expressly provided in Section 6.2(a), (iii) Planprevent Buyer or any of its ERISA Affiliates from amending or terminating any benefit plan or arrangement, and provided that Seller and its Affiliates take all actions reasonably necessary or (iv) give any third party the right to effectuate such rolloversenforce any of the provisions of this Agreement.

Employees; Employee Plans. (a) Schedule 6.4(a)(1) sets forth a list as of the Execution Date date hereof (which Sellers shall update as of a reasonable time prior to the Closing) showing employee names, positions and status for all employees of the Acquired Companies (the “Station Employees”), it being understood that any employee of an Acquired Company whose employment responsibilities relate primarily and substantially to the corporate operations of such Acquired Company or to any Non-Business Subsidiary shall not be deemed a Station Employee for any purpose hereunder. Each such non-Station Employee is listed on Schedule 6.4(a)(2) which also lists such Person’s title. None of the Persons listed on Schedule 6.4(a)(2) as non-Station Employees will be an employee of an Acquired Company as of the Closing. (b) For at least one year following Closing, so So long as a Non-Union Station Employee is employed by Buyer, Buyer shall provide each Non-Union Station Employee who does not have an employment agreement with the Acquired Companies employee benefits, compensation and severance that are substantially comparable in the aggregate no less favorable to the employee benefits, compensation and severance provided to similarly situated employees of Buyer, provided that, except to the extent included in determining the Net Working Capital Amount or as required by Law, Buyer (excluding any pension benefit provided shall not be obligated to employees of the Buyer and subsidiaries of Buyer), including providing provide credit for and honoring past accrued but unused time with respect to sick, holiday, personal or vacation leave (to the extent a liability therefor is included in Current Liabilities for purposes of determining the Net Working Capital Amount)leave. To the extent permitted by Law and notwithstanding anything herein to the contrary, Buyer shall give Non-Union Station Employees full credit for purposes of eligibility waiting periods and vesting and benefit accrual (other than benefit accrual under a defined benefit pension plan) under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates (excluding any pension plan or benefit) in which such Non-Union Station Employees participate for such Non-Union Station Employees’ service with the Acquired Companies to the same extent such service was credited to such Station Employees prior to Closing for similar purposes; provided, that such credit need not be recognized (x) to the extent that such recognition would result in any duplication of benefits for the same period of service or would require an amendment to any Buyer benefit plan or (y) under any defined benefit plan or other pension plan. In addition, Buyer shall, or shall cause the Acquired Companies to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Station Employees and their respective covered dependents under employee benefit plans maintained by Buyer to the extent the Station Employees and their respective covered dependents were participating in the applicable Employee Plan of Seller immediately prior to Closing and (ii) provide each Station Employee and his or her covered dependents with credit for any co-payments and deductibles paid under the applicable Employee Plans in satisfying any applicable deductible or out-of-pocket requirements under such Buyer planCompanies. (c) Notwithstanding anything to the contrary in this Section 6.4, the parties expressly acknowledge and agree that (i) this Agreement is not intended to create a contract between Buyer, Seller Sellers or any of their respective Affiliates on the one hand and any Station Employee on the other hand, and no Station Employee may rely on this Agreement as the basis for any breach of contract claim against Buyer, Seller Sellers or any Acquired Company, (ii) nothing in this Agreement shall be deemed or construed to require any Acquired Company to employ any particular Station Employee for any period after the Closing, and (iii) nothing in this Agreement shall be deemed or construed to limit the Acquired Companies’ rights to terminate the employment of any Station Employee during any period prior to or after the Closing Date, and (iv) nothing in this Agreement is intended to, or does, constitute the establishment or, or an amendment to, any Employee Plan or any employee benefit plan or arrangement of the Buyer or any of its Affiliates. (d) Seller shall cause the Acquired Companies to cease to participate as active unrelated employers in the Xxxx Media, LLC 401(kSchedule 6.4 (a) Plan separately identifies each Station Employee who is represented by a labor union (“Union Station Employees”) as of the Closingdate hereof (as may subsequently be updated by Sellers pursuant to Section 6.4(a)). Buyer shall recognize each labor union as the exclusive representative of the specific group of Station Employees that such labor union represents pursuant to the Collective Bargaining Agreement to which it is a party. Buyer shall assume and thereafter fully satisfy and perform all liabilities, commitments and other obligations set forth in Collective Bargaining Agreements, including all terms and conditions of employment incorporated therein, and any bargaining obligations, contribution requirements and payment requirements arising under the Collective Bargaining Agreements themselves and/or any Xxxx-Xxxxxxx or other collectively bargained benefit plans set forth in Schedule 3.11(a) and 3.11(b), from and after Closing. Without limiting the generality of the foregoing, Buyer shall provide evidence to Buyer that itthose Union Station Employees who are presently covered by the same Employee Plans as the Non-Union Station Employees the same employee benefits, or its Affiliatescompensation, severance and credit for purposes of eligibility waiting periods and vesting and benefit accrual provided to the extent applicable, has taken the necessary steps Non-Union Station Employees pursuant to effect the cessation of such participation without any continuing liability Section 6.4(b). (e) Prior to the Acquired Companies. As soon as practicable following the Closing Date, Buyer shall permit Sellers and Acquired Companies will take the Station Employees actions set forth on Schedule 6.4(e) with respect to directly roll over the spin-off of certain Employee Plans (or assets relating thereto) maintained or sponsored by Sellers, the Acquired Companies or any of their account balances and outstanding loan balancesrespective Affiliates, if any, under in each case to become effective immediately prior to the Xxxx Media, LLC 401(k) Plan into a tax-qualified “eligible retirement plan” within the meaning of Section 402(c)(8)(B) of the Code maintained by the Buyer or an Affiliate (“Buyer’s 401(k) Plan”), subject to applicable Law and the terms and conditions of the Xxxx Media, LLC 401(k) Plan and the Buyer’s 401(k) Plan, and provided that Seller and its Affiliates take all actions reasonably necessary to effectuate such rolloversEffective Time.

Employees; Employee Plans. (a) Except for those persons listed on Schedule 6.4(a)(1) sets forth a list 6.3, Buyer will, or will cause the Company or another Affiliate to, continue the employment of all Company employees immediately following the Closing. Except for employees who have been offered by Buyer written employment agreements with the Company effective as of the Execution Closing, during the period commencing on the Closing Date showing employee namesand ending on the date which is 12 months after the Closing Date (or, positions and status for all employees if earlier, the date of the Acquired Companies employee's termination of employment with the Company), the Company and Buyer will, or will cause an Affiliate, to provide each employee of the Company who remains employed immediately after the Closing (a "Continuing Employee") with base salary or hourly wages which are no less than the “Station Employees”)base salary or hourly wages provided by the Company immediately prior to the Closing; provided that the foregoing will not apply with respect to employees whose job titles or job responsibilities are materially changed after Closing. (b) For at least one year following With respect to any employee benefit plan maintained by Buyer (a "Buyer Employee Plan") in which any Continuing Employee will participate effective as of the Closing, so long as a Station Employee is employed by BuyerBuyer will, Buyer shall provide each Station Employee who does not have or will cause an employment agreement Affiliate to, recognize all service of Continuing Employees with the Acquired Companies employee benefits, compensation and severance that are substantially comparable in the aggregate to the employee benefits, compensation and severance provided to similarly situated employees of Buyer (excluding any pension benefit provided to employees of the Company as if such service were with Buyer and subsidiaries of Buyer)its Affiliates, including providing credit for vesting and honoring past accrued but unused time with respect eligibility purposes in any Buyer Employee Plan in which such Continuing Employees may be eligible to sickparticipate after the Closing Date; provided, holidayhowever, personal or vacation leave (such service will not be recognized to the extent a liability therefor is included in Current Liabilities for purposes of determining the Net Working Capital Amount). To the extent permitted by Law and notwithstanding anything herein to the contrary, Buyer shall give Station Employees full credit for purposes of eligibility waiting periods and vesting under the employee benefit plans or arrangements or severance practices maintained by the Buyer or its Affiliates (excluding any pension plan or benefiti) in which such Station Employees participate for such Station Employees’ service with the Acquired Companies to the same extent such service was credited to such Station Employees prior to Closing for similar purposes; provided, that such credit need not be recognized (x) to the extent that such recognition would result in any a duplication of benefits for benefits, (ii) such service was not recognized under the same period corresponding employee plan of service or would require an amendment the Company as it existed prior to any Buyer benefit plan the Closing Date or (yiii) and for any reason under any defined benefit pension plan, retiree medical benefit plan or other pension planany equity incentive award granted after the Closing. In additionDuring the period commencing on the Closing Date and ending on the date which is 12 months after the Closing Date, Buyer shall, or shall cause the Acquired Companies to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods will provide each Continuing Employee with respect to participation and coverage requirements applicable to the Station Employees and their respective covered dependents under employee benefit plans maintained by Buyer to the extent the Station Employees and their respective covered dependents were participating employment benefits that are in the applicable Employee Plan of Seller aggregate at least as favorable as those provided by the Company immediately prior to the Closing. As of the Closing and (ii) provide Date, Buyer will, or will cause an Affiliate to, credit to each Station Continuing Employee and his the amount of vacation or her covered dependents with credit for any co-payments and deductibles paid time off that such employee had accrued under the applicable Employee Plans in satisfying any applicable deductible or out-of-pocket requirements under such Buyer planBenefit Plan as of the Closing. (c) Notwithstanding anything If requested by Buyer no later than 10 days prior to the contrary Closing Date, the Company will adopt, or will cause to be adopted, all necessary corporate resolutions (which shall be subject to Buyer's reasonable review and approval) to terminate each 401(k) Plan sponsored or maintained by the Company, effective as of no later than one day prior to Closing (but such termination may be contingent upon the Closing). Immediately prior to such termination, the Company will have made all necessary payments to fund the contributions: (i) necessary or required to maintain the Tax-qualified status of the 401(k) Plan; (ii) for elective deferrals made pursuant to the 401(k) Plan for the period prior to termination; and (iii) for any employer contributions (including any matching contributions) for the period prior to termination. For this purpose, the term "401(k) Plan" means any plan intended to be qualified under Code Section 401(a) which includes a cash or deferred arrangement intended to qualify under Code Section 401(k). The Company shall provide Buyer with a copy of resolutions duly adopted so terminating any such 401(k) Plan. If the Company's 401(k) Plan is terminated, Buyer shall cause a 401(k) Plan sponsored by Buyer or one of its Affiliates to accept as soon as practicable rollover distributions from any current or former employees of the Company with respect to such individual's account balances under such terminated plan (including loans that are not then in default), if elected by such individuals. This Section 6.3 will be binding upon and inure solely to the benefit of each of the Parties, and nothing in this Section 6.4Section, the parties expressly express or implied, will confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section. Nothing contained herein, express or implied, will be construed to establish, amend, or modify any benefit plan, program, agreement, or arrangement. The Parties acknowledge and agree that (i) the terms set forth in this Agreement is Section 6.3 will not intended create any right in any employee or any other Person to create a contract between Buyerany employment or continued employment with the Company, Seller Buyer or any of their respective Affiliates on the one hand and any Station Employee on the other hand, and no Station Employee may rely on this Agreement as the basis for any breach of contract claim against Buyer, Seller or any Acquired Company, (ii) nothing in this Agreement shall be deemed compensation or construed to require any Acquired Company to employ any particular Station Employee for any period after the Closing, (iii) nothing in this Agreement shall be deemed or construed to limit the Acquired Companies’ rights to terminate the employment benefits of any Station Employee during any period prior to nature or after the Closing Date, and (iv) nothing in this Agreement is intended to, or does, constitute the establishment or, or an amendment to, any Employee Plan or any employee benefit plan or arrangement of the Buyer or any of its Affiliateskind whatsoever. (d) Seller shall cause the Acquired Companies to cease to participate as active unrelated employers in the Xxxx Media, LLC 401(k) Plan as of the Closing, and shall provide evidence to Buyer that it, or its Affiliates, to the extent applicable, has taken the necessary steps to effect the cessation of such participation without any continuing liability to the Acquired Companies. As soon as practicable following the Closing Date, Buyer shall permit the Station Employees to directly roll over their account balances and outstanding loan balances, if any, under the Xxxx Media, LLC 401(k) Plan into a tax-qualified “eligible retirement plan” within the meaning of Section 402(c)(8)(B) of the Code maintained by the Buyer or an Affiliate (“Buyer’s 401(k) Plan”), subject to applicable Law and the terms and conditions of the Xxxx Media, LLC 401(k) Plan and the Buyer’s 401(k) Plan, and provided that Seller and its Affiliates take all actions reasonably necessary to effectuate such rollovers.