Station Employees. (a) Effective as of the Closing Date, Seller shall cause the Company to cease being an adopting employer or participating employer in any Seller Benefit Plan. Buyer or its designee shall cause all Station Employees as of the Closing Date to be eligible to participate in its "employee benefit plans" (as defined in Section 3(3) of ERISA) and any other employee benefit plan, policy or arrangement of Buyer or its designee (collectively, "BUYER BENEFIT PLANS") in which similarly situated employees of Buyer or its designee, as applicable, are eligible to participate in accordance with the terms and conditions of such Buyer Benefit Plans except to the extent such Station Employees are already participating in similar Station Benefit Plans following the Closing. Buyer shall provide each Station Employee credit for years of service prior to the Closing with Seller or any prior owner of the Station for (i) the purpose of eligibility and vesting under Buyer's health, vacation, severance and other employee benefit plans (including, without limitation, the Buyer 401(k) Plan) in which they become participants following the Closing, provided however, nothing herein shall restrict Buyer's ability to change or terminate the benefits or benefit plans provided to Buyer's employees (including Station Employees) and (ii) shall waive any and all pre-existing condition limitations and eligibility waiting periods under group health plans of Buyer (to the extent covered under the applicable Benefit Plans), and shall cause to be credited to any deductible or out-of-pocket expenses under any health plans of Buyer any deductibles or out-of-pocket expenses incurred by Station Employees and their beneficiaries and dependents during the portion of the calendar year prior to their participation in the health plans of Buyer, provided that Station Employees provide a certificate of credible coverage verifying such years of service and the most recent explanation of benefits from their insurer to confirm the amount of such deductibles incurred since the beginning of the current calendar year.
(b) Except as specified herein and other than with respect to the Station Benefit Plans, Buyer and its designee assume no obligation to continue or assume any Seller Benefit Plan or compensation arrangement or any liabilities of Seller or any of its current or former ERISA Affiliates of any nature relating thereto except as required under any employment agreement or collective bargaining agreement to w...
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, the certain employees set forth in Section 14.1 of the Purchase Agreement of Licensee shall become employees of Programmer as provided in Section 14.1 of 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. (b) For each Station employee that Buyer hires, Buyer shall provide credit towards Buyer's benefits plans in accordance with the terms of such plans for vacation pay, sick leave and length of service accrued by each such employee as of the Closing Date.
(c) Prior to filing of the assignment application referred to in Section 6.1, Buyer shall interview Andy Xxxxxx xx Buyer's West Palm Beach, Florida headquarters for the position of Station manager.
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. 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. 50 11.3 Bulk Transfer............................................................ 50
Station Employees. Buyer shall not offer employment to any Station Employees. This covenant shall survive the Closing and the consummation of the transactions contemplated by this Agreement.
Station Employees. 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.
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. Buyer shall have the right, but not the obligation, to extend offers of employment after closing to each employee of the Stations.
