Station Employees. The provisions in Article 14 of the Purchase Agreement with respect to employees and employee plans shall be applied to the Stations in connection with the implementation of this Agreement. Accordingly, as of Commencement the employees set forth in Section 14.1 of the Purchase Agreement shall become employees of Programmer as provided in the Purchase Agreement; provided, however, that if any Station employees described in Section 6 of this Agreement are deemed Transferred Employees, such individuals shall remain employees of Licensee until Closing.
Station Employees. Licensee and Broker acknowledge and agree that after February 1, 1996, the "expenses" of Licensee which the Broker agrees to reimburse pursuant to Attachment I of the Brokerage Agreement shall not include any compensation or other remuneration for any employee (or former employee) of the Station (other than the General Manager and Chief Engineer). Broker shall be entitled, but not obligated, to offer employment to any of the employees of Licensee other than the General Manager and Chief Engineer on or before February 1, 1996. Licensee shall be liable and responsible for any salary, commission, bonus, benefit plan contribution, or other compensation or benefit of the employees (or former employees) of the Station arising or incurred prior to the Commencement Date, and such payments shall not be deemed expenses reimbursable pursuant to Attachment I of the Brokerage Agreement.
Station Employees. (a) As of the Adjustment Time, Seller shall terminate the employment of each of its employees employed in connection with the Station’s business other than employees who have entered into personal service contracts or other employment agreements with the Station and employees covered under the 1980 IBEW Letter Agreement (which employees will be transferred to Buyer as of the Adjustment Time pursuant to an assignment of their personal service agreement or other employment agreement or pursuant to the 1980 IBEW Letter Agreement), and other than the Excluded Employees. Any notification required by any Law governing mass layoffs or terminations, including without limitation the federal Worker Adjustment and Retraining Notification Act of 1988, shall be given by Seller. Compliance with all such laws through the Adjustment Time shall be Sellers’ sole responsibility and liability. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, claims and causes of action (including, without limitation, reasonable attorney fees and other legal costs and expenses) arising out of the violation, or alleged violation, of any such laws, any other laws or otherwise arising out of any such termination of any of the employees, other than severance and accrued vacation liabilities arising from terminations of employees (other than Excluded Employees) as of the Adjustment Time, for which Buyer shall be responsible.
Station Employees. Immediately prior to the Adjustment Xxxx Xxxxxx shall terminate all of its employees except the General Manager of the Station, and Seller shall be responsible for and shall pay any and all severance obligations and earned and accrued vacation owed to such terminated employees (provided that Buyer shall retain all obligation to provide “continuation coverage” within the meaning of Section 4980B(f) of the Code, Sections 601-609 of ERISA, and any similar local law). Buyer shall, effective as of the Adjustment Time, offer employment to all employees of Seller except the General Manager of the Station, upon terms substantially consistent with their respective current employment with Seller, or, if applicable, pursuant to the terms and provisions of such employees’ respective employment agreements as listed on Schedule 1.2. Any notification required by any federal, state or local law governing mass layoffs or terminations, including without limitation the federal Worker Adjustment and Retraining Notification Act of 1988, shall be given by Seller. Compliance with all such laws shall be Sellers’ sole responsibility and liability. Seller shall indemnify, defend and hold Buyer harmless from and against all liabilities, claims and causes of action (including, without limitation, reasonable attorney fees and other legal costs and expenses) arising out of the violation, or alleged violation, of any such laws, any other employment laws or otherwise arising out of any such termination of any of the employees.
Station Employees. 8.6 As soon as reasonably practicable prior to Completion, the selling BEG Entity shall agree with the Station Purchaser the relevant Station Employees and shall disclose a list of such employees to the Station Purchaser. Negotiations relating to post-Completion matters
Station Employees. ARS agrees that for a period of one year after the Closing neither it nor any successor or assignee will employ, offer employment to or counsel others to offer employment to any current employee of the Station that Entercom employs after the Closing.
Station Employees. Buyer, or one of its affiliates, shall, within five (5) business days following the grant of the FCC Consent in respect of the Station's main broadcast license, employ and hire (to the extent employees accept employment) all employees of Sellers as of the Adjustment Time and any other replacements therefor in the ordinary course of business, other than (i) Xxxx Xxxxx and Xxxxxxxxx Xxxxxxx (collectively, the "Retained Employees") and (ii) Xxxx Xxxxxxx, upon terms and conditions of employment no less favorable than those of their respective current employment with Sellers, or, if applicable, pursuant to the terms and provisions of such employees' respective employment agreements as listed in Schedule 1.2. All employees of Sellers who work in the operation of the Station as of the Adjustment Time and any other replacements therefor in the ordinary course of business other than the Retained Employees and Xxxx Xxxxxxx shall be collectively referred to as "Eligible Employees." Buyer understands, acknowledges and agrees that upon hire by Buyer, the Eligible Employees shall no longer be entitled to participate in Sellers' Station Employee Benefit Plans, and Buyer or its affiliates' shall cover those Eligible Employees whom they hire under Buyer's (or an affiliate's) employee benefit plans. Notwithstanding any provision to the contrary in this Agreement, as of the date that Buyer hires or is required to hire Eligible Employees as provided above, Buyer or its affiliates, as the case may be, shall assume all obligations of Sellers under (i) any employment agreement described on Schedule 1.2 between Sellers and Eligible Employees, and (ii) all other obligations with respect to Eligible Employees (other than those who refuse employment with Buyer); including in each case severance obligations, to the extent set forth on Schedule 4.19, but excluding all items described in clauses (A) through (G) of the proviso to the definition of "Assumed Liabilities". All obligations to (x) employees of Sellers who are not Eligible Employees and (y) Eligible Employees whose employment is terminated by Sellers prior to the date that Buyer hires or is required to hire Eligible Employees as provided above or who refuse to accept employment with the Buyer, shall remain the responsibility of the Sellers. Any notification required by any federal, state or local law governing mass layoffs or terminations, including without limitation the federal Worker Adjustment and Retraining Notification ...
Station Employees. (a) On or prior to the LMA Commencement Date, Buyer shall offer employment to each Station Employee, other than Xxxxx Xxxxxx and Xxxxxxx Xxxxxxxx (the “LMA Employees”), to whom Buyer shall offer employment as of the First Closing Date. Any Station Employee who thereby becomes employed by Buyer shall constitute a Transferred Employee and the “Employment Commencement Date” as referred to herein shall mean the LMA Commencement Date or the First Closing Date, as applicable. Buyer shall employ at-will those Transferred Employees who are not Union Employees (the “Non-Union Transferred ATL 19620111v4 Employees”) and who do not have employment agreements with Seller initially at a monetary compensation (consisting of base salary, commission rate and normal bonus opportunity) at least as favorable as those provided by Seller immediately prior to the Employment Commencement Date. The initial terms and conditions of employment for those Non-Union Transferred Employees who have employment agreements with Seller shall be as set forth in such employment agreements. Buyer agrees so long as such Non-Union Transferred Employees remain employed by Buyer, Buyer shall provide each Non-Union Transferred Employee with employee benefits, including severance benefits, that are not less favorable to the employee benefits provided to similarly situated employees of Buyer; provided, however, that any Non-Union Transferred Employee whose employment is terminated by Buyer less than six months following the LMA Commencement Date shall be paid severance in the amount set forth in Schedule 11.2 provided payment of such severance shall be conditioned upon Buyer’s receipt of a release in favor of Buyer and Seller in a form provided by Buyer. To the extent permitted by Law and notwithstanding anything herein to the contrary, Buyer shall give Transferred Employees up to four years of prior service credit with Buyer 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 in which such Transferred Employees participate for such Transferred Employees’ service with the Seller or its Affiliates or predecessors. Seller agrees to fully cooperate with the Buyer in connection with its offer to hire any Station Employees and will not take any action, directly or indirectly, to prevent any Station Employee...
Station Employees. Buyer shall have the right, but not the obligation, to extend offers of employment after closing to each employee of the Stations.
Station Employees. The Buyer understands, acknowledges and agrees that as of the Closing, the employees employed by the Companies as of the Closing Date (the "Station Employees"), shall no longer be entitled to participate in the Companies' employee benefit plans sponsored by the Seller or Xxxxxx Multimedia, Inc., and the Buyer (or its Affiliates) shall cover the Station Employees under its (or an Affiliate's) own employee benefit plans with no reduction in years of credited service. If the Buyer shall terminate the employment any of the Station Employees after the Closing Date, the Buyer shall be responsible for and shall pay any and all severance obligations and earned and accrued vacation owed to such terminated Station Employee. The Buyer or the Companies shall indemnify, defend and hold the Seller and its Affiliates harmless from and against all liabilities, claims and causes of action (including, without limitation, reasonable attorney fees and other legal costs and expenses) arising out of a termination of the employment of any of the Station Employees following the Closing Date, except to the extent related to events occurring prior to the Commencement Date. The Seller shall indemnify, defend and hold harmless the Buyer and the Companies and their Affiliates from and against all liabilities, claims and causes of action (including, without limitation, reasonable attorney fees and other legal costs and expenses) arising out of the employment of the Station Employees prior to the Commencement Date, including but not limited to claims arising out of alleged violations of applicable labor or employment laws or wrongful termination. Notwithstanding anything to the contrary contained in this Agreement, Buyer and the Brokers agree that, if this Agreement terminates and the Closing does not occur, then Buyer and the Brokers shall not, for a period of at least two (2) years after the termination of this Agreement, directly or indirectly, contact, approach or solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any of the employees of the Companies as of such termination.
