Common use of Station Employees Clause in Contracts

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 which Company or any Subsidiary is a party as of the Closing Date. Seller shall retain the responsibility for payment of all medical, dental, health and disability claims incurred by any Station Employee or former employee of the Station prior to the Closing Date under any Seller Benefit Plan, and neither Buyer nor its designee shall assume any liability with respect to such claims. Seller shall also retain responsibility for payment of all severance payments payable to any Station Employee terminated on or prior to the Closing under any Seller Benefit Plan, and neither Buyer nor its designee shall assume any liability with respect to such claims. Buyer or its designee shall assume responsibility for payment of all medical, dental, health and disability claims incurred by Station Employees on or after the Closing Date to the extent covered under Buyer Benefit Plans and in which the Station Employees are participants. Seller agrees to remain responsible for payment of all accrued benefits in accordance with the terms of the Seller Benefit Plans. Neither Buyer nor its designee shall at any time assume any liability under any Seller Benefit Plan to any active or any terminated, vested or retired participants in any such Seller Benefit Plans. Any employee or qualified beneficiary who has elected coverage or whose qualifying event occurred prior to the Closing Date, under a Benefit Plan that constitutes a "group health plan" pursuant to the provisions of Part 6 Title I, Subpart B of ERISA or Section 4980B of the Code shall be eligible to continue such coverage under Seller's group health plan for the remainder of the applicable continuation coverage period, and Seller shall not terminate any such plan prior to the end of the applicable coverage period. (c) Following the Closing Date, Buyer will be responsible only for severance pay, if any, of any Station Employees under Buyer's applicable severance plans as they may exist from time to time, except as otherwise required by any collective bargaining agreements or employment contracts binding on Buyer, Company or any Subsidiary following the Closing. (d) Notwithstanding anything herein to the contrary, Buyer, the Company or any of their designees, as the case may be, shall recognize and assume each Station Employee's accrued vacation and sick leave as of the Closing to the same extent recognized prior to the Closing.. (e) Buyer agrees that it shall be responsible for the performance by its designee of any obligations under this Section 11.2 that Buyer delegates to such designee.

Station Employees. (a) Effective Buyer specifically reserves to itself the right to employ or not employ any and all current employees of Seller at Buyer’s sole and absolute discretion. Nothing in this Agreement shall be construed as of the Closing Date, Seller shall cause the Company to cease being an adopting employer a commitment 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 obligation of Buyer to offer employment to, accept for employment, or its designee (collectivelyotherwise continue the employment of, "BUYER BENEFIT PLANS") in which similarly situated employees any of Buyer Seller’s employees, or its designee, as applicable, are eligible to participate in accordance with continue the terms and conditions of such Buyer Benefit Plans except to employment previously enjoyed by Seller’s employees. (b) 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 Stations’ employees accept employment with Buyer (i) collectively, the purpose of eligibility and vesting under “Transferred Employees”), such Transferred Employees will be included in Buyer's health, vacation, severance and other ’s then-existing employee welfare benefit plans (includingif any) and will be subject to Buyer’s then-existing employment policies, without limitation, the Buyer 401(kas generally applicable to Buyer’s employees. (c) Plan) in which they become participants following the Closing, provided however, nothing Nothing herein shall restrict Buyer's ’s ability to change or terminate the benefits or benefit plans provided to Buyer's ’s employees (including Station Transferred Employees) ), nor shall Buyer be required to provide to any employee any of the terms and (ii) shall waive any and all pre-existing condition limitations and eligibility waiting periods under group health plans conditions of Buyer (employment provided by Seller, subject, however, to the extent covered under requirements of any written employment agreements of Seller which Buyer agrees to assume. This Section 10.2 shall operate exclusively for 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 benefit of the calendar year prior parties to their participation in this Agreement and not for the health plans benefit of any other Person, including, without limitation, any current, former or retired employee of Seller or 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. (bd) Except as specified herein Seller agrees that it shall be solely responsible and other than with respect to the Station Benefit Plans, Buyer and its designee assume no obligation to continue or assume liable for 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 which Company or any Subsidiary is a party as of the Closing Date. Seller shall retain the responsibility for payment of all medical, dentaldisability, severance, vacation, sick leave or other benefits owed under Seller’s benefit plans, including, without limitation, any expenses for health and disability claims or dental benefits incurred by any Station Employee or former employee of the Station but not submitted for reimbursement prior to the Closing Date that are covered under any Seller’s benefit plans. Seller Benefit Planwill be solely responsible for providing, at its cost, all life and other insurance coverage and benefits, and neither Buyer nor its designee shall assume disability benefits to which any liability employee of Seller who retired or was terminated from service with respect to such claims. Seller shall also retain responsibility for payment of all severance payments payable to any Station Employee terminated on or prior to the Closing under any Date or who was disabled prior to the Closing Date is entitled. (e) Seller Benefit Plan, and neither Buyer nor its designee acknowledge and agree that Buyer shall not assume any liability with whatsoever for any compensation arrangement or bonus plan for any Transferred Employees, except to the extent liabilities in respect of any such amounts have been included in calculating the adjustments pursuant to Section 2.5. (f) Seller agrees that it will not enter into any collective bargaining agreement that would be contractually binding on Buyer without Buyer’s prior written consent. Any such claims. collective bargaining agreement will not be effective as to Buyer or its designee shall assume responsibility for payment of all medical, dental, health and disability claims incurred by Station Employees until on or after the Closing Date to the extent covered under Buyer Benefit Plans and in which the Station Employees are participantsDate. Seller further agrees to remain responsible for payment of all accrued benefits in accordance that, upon Buyer’s request and with the terms consent of the labor organization, Seller Benefit Plans. Neither will allow Buyer nor or its designee shall at any time assume any liability under any Seller Benefit Plan designated representative to any active or any terminated, vested or retired participants engage in any such Seller Benefit Plans. Any employee or qualified beneficiary who has elected coverage or whose qualifying event occurred prior to the Closing Date, under negotiations for a Benefit Plan that constitutes a "group health plan" pursuant to the provisions of Part 6 Title I, Subpart B of ERISA or Section 4980B of the Code shall be eligible to continue such coverage under Seller's group health plan for the remainder of the applicable continuation coverage period, and Seller shall not terminate any such plan prior to the end of the applicable coverage period. (c) Following the Closing Date, Buyer will be responsible only for severance pay, if any, of any Station Employees under Buyer's applicable severance plans as they may exist from time to time, except as otherwise required by any collective bargaining agreements or employment contracts binding on Buyer, Company or any Subsidiary following agreement with the Closing. (d) Notwithstanding anything herein to labor organization certified by the contrary, Buyer, the Company or any of their designees, NLRB as the case may be, shall recognize and assume each Station Employee's accrued vacation and sick leave as representative of the Closing to the same extent recognized prior to the Closing.. (e) Buyer agrees that it shall be responsible for the performance by its designee a group of any obligations under this Section 11.2 that Buyer delegates to such designeeincluded employees.

Station Employees. (a) Effective 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 Closing DateAdjustment 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 cause the Company to cease being an adopting employer or participating employer in any Seller Benefit Plan. indemnify, defend and hold Buyer or its designee shall cause harmless from and against all Station Employees as liabilities, claims and causes 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 action (including, without limitation, reasonable attorney fees and other legal costs and expenses) arising out of the Buyer 401(k) Plan) in which they become participants following violation, or alleged violation, of any such laws, any other laws or otherwise arising out of any such termination of any of the Closingemployees, provided however, nothing herein shall restrict Buyer's ability to change or terminate the benefits or benefit plans provided to Buyer's other than severance and accrued vacation liabilities arising from terminations of employees (including Station other than Excluded 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 as of the calendar year prior to their participation in the health plans of BuyerAdjustment Time, 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 yearfor which Buyer shall be responsible. (b) Except as specified herein and other Not later 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 which Company or any Subsidiary is a party as of the Closing Date. Seller shall retain the responsibility for payment of all medical, dental, health and disability claims incurred by any Station Employee or former employee of the Station five (5) days prior to the First Closing Date under any Seller Benefit PlanDate, and neither Buyer nor its designee shall assume any liability with respect to such claims. Seller shall also retain responsibility for payment of all severance payments payable to any Station Employee terminated on or prior to the Closing under any Seller Benefit Plan, and neither Buyer nor its designee shall assume any liability with respect to such claims. Buyer or its designee shall assume responsibility for payment offer employment as of all medicalthe Adjustment Time to each employee of Seller employed in connection with the Station’s business other than the Excluded Employees (those employees who accept employment with Buyer, dental, health and disability claims incurred by Station Employees on or after the Closing Date “Transferred Employees”). Notwithstanding anything to the extent covered contrary contained herein, unless otherwise provided under Buyer Benefit Plans and in which the Station Employees are participants. Seller agrees to remain responsible for payment of all accrued benefits in accordance with the terms of a written employment agreement or the Seller Benefit Plans. Neither 1980 IBEW Letter Agreement, each Transferred Employee shall be employed by Buyer nor its designee on an at will basis and nothing shall prohibit Buyer from terminating such employment at any time assume any liability under any Seller Benefit Plan to any active or any terminated, vested or retired participants in any such Seller Benefit Plans. Any employee or qualified beneficiary who has elected coverage or whose qualifying event occurred prior to after the First Closing Date, under a Benefit Plan that constitutes a "group health plan" pursuant to the provisions of Part 6 Title I, Subpart B of ERISA or Section 4980B of the Code shall be eligible to continue such coverage under Seller's group health plan for the remainder of the applicable continuation coverage period, and Seller shall not terminate any such plan prior to the end of the applicable coverage period. (c) Following Buyer understands, acknowledges and agrees that upon hire by Buyer, the Closing DateTransferred Employees shall no longer be entitled to participate in Seller’s Station Employee Benefit Plans, and Buyer will be responsible only for severance pay, if any, of any Station or its affiliates’ shall cover those Transferred Employees under Buyer's applicable severance plans ’s employee benefit plans. Buyer shall recognize all past service to Seller of each Transferred Employee for purposes of determining eligibility to participate in, eligibility for benefit commencement under, and vesting purposes of each employee benefit program of Buyer. Buyer shall make available to the Transferred Employees all employee benefit programs of Buyer generally made available to its other similarly situated employees and shall permit the Transferred Employees to participate therein on the same general terms as they may exist from time to time, except as otherwise required by any collective bargaining agreements or employment contracts binding on Buyer, Company or any Subsidiary following the Closingits other employees. (d) Notwithstanding anything herein Parent shall fully vest all Transferred Employees’ accounts under Parent’s 401(k) plan and shall, within 90 days after the First Closing Date, allow Transferred Employees to rollover such account balances to Buyer’s 401(k) plan (in the contrary, Buyer, the Company or form of cash and notes associated with plan loans). Parent agrees not to place any of their designees, as the case may be, shall recognize and assume each Station Employee's accrued vacation and sick leave as of the Closing to the same extent recognized Transferred Employees’ loans into default prior to the Closing.. (e) Buyer agrees that it shall be responsible for rollovers described in the performance by its designee of any obligations under this Section 11.2 that Buyer delegates to such designeepreceding sentence.

Station Employees. (a) Effective The Buyer understands, acknowledges and agrees that as of the Closing DateClosing, 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 employees employed by the Companies as of the Closing Date to (the "Station Employees"), shall no longer be eligible entitled to participate in its "the Companies' employee benefit plans" plans sponsored by the Seller or Xxxxxx Multimedia, Inc., and the Buyer (as defined in Section 3(3or its Affiliates) of ERISAshall cover the Station Employees under its (or an Affiliate's) and any other own employee benefit plan, policy or arrangement plans with no reduction in years 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 credited service. If 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 terminate the Closing with Seller or employment any prior owner of the Station Employees after the Closing Date, the Buyer shall be responsible for (i) and shall pay any and all severance obligations and earned and accrued vacation owed to such terminated Station Employee. The Buyer or the purpose Companies shall indemnify, defend and hold the Seller and its Affiliates harmless from and against all liabilities, claims and causes of eligibility and vesting under Buyer's health, vacation, severance and other employee benefit plans action (including, without limitation, the Buyer 401(kreasonable attorney fees and other legal costs and expenses) 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 arising out 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 a termination 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 employment of any nature relating thereto except as required under any employment agreement or collective bargaining agreement to which Company or any Subsidiary is a party as of the Closing Date. Seller shall retain the responsibility for payment of all medical, dental, health and disability claims incurred by any Station Employee or former employee of the Station prior to the Closing Date under any Seller Benefit Plan, and neither Buyer nor its designee shall assume any liability with respect to such claims. Seller shall also retain responsibility for payment of all severance payments payable to any Station Employee terminated on or prior to the Closing under any Seller Benefit Plan, and neither Buyer nor its designee shall assume any liability with respect to such claims. Buyer or its designee shall assume responsibility for payment of all medical, dental, health and disability claims incurred by Station Employees on or after the Closing Date to the extent covered under Buyer Benefit Plans and in which the Station Employees are participants. Seller agrees to remain responsible for payment of all accrued benefits in accordance with the terms of the Seller Benefit Plans. Neither Buyer nor its designee shall at any time assume any liability under any Seller Benefit Plan to any active or any terminated, vested or retired participants in any such Seller Benefit Plans. Any employee or qualified beneficiary who has elected coverage or whose qualifying event occurred prior to following the Closing Date, under a Benefit Plan that constitutes a "group health plan" pursuant except to the provisions of Part 6 Title I, Subpart B of ERISA or Section 4980B of the Code shall be eligible extent related to continue such coverage under Seller's group health plan for the remainder of the applicable continuation coverage period, and Seller shall not terminate any such plan events occurring prior to the end 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 applicable coverage period. (c) Following employment of the Closing Date, Buyer will be responsible only for severance pay, if any, of any Station Employees under Buyer's applicable severance plans as they may exist from time to time, except as otherwise required by any collective bargaining agreements or employment contracts binding on Buyer, Company or any Subsidiary following the Closing. (d) Notwithstanding anything herein to the contrary, Buyer, the Company or any of their designees, as the case may be, shall recognize and assume each Station Employee's accrued vacation and sick leave as of the Closing to the same extent recognized prior to the Closing.. 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 (e2) Buyer agrees that it shall be responsible years after the termination of this Agreement, directly or indirectly, contact, approach or solicit for the performance by its designee purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) or actually hire any obligations under this Section 11.2 that Buyer delegates to of the employees of the Companies as of such designeetermination.

Station Employees. (a) Effective 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 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 from becoming employed by Buyer from and after the Employment Commencement Date. Seller agrees that for a period of twelve (12) months following the Employment Commencement Date, Seller shall cause the Company to cease being an adopting employer not solicit or participating employer in induce 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 remain in, 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 limitationTransferred Employee to return to, 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 employ of Seller or any of its current Affiliates or former ERISA Affiliates otherwise attempt to retain or obtain the services of any nature relating thereto except as required under such employee. In lieu of hiring any Station Employee, Buyer may direct Seller in writing to terminate such employee’s employment agreement or collective bargaining with Seller and pay severance to such employee in accordance with 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 acceptable to Buyer, and such direction constitutes Buyer’s agreement to which Company (i) promptly reimburse Seller for such severance amount, and (ii) indemnify Seller in accordance with Section 10.2(b) for any Claims against Seller in connection with Seller’s termination of such Station Employee. (b) If and to the extent Seller has entered into or is bound by any Subsidiary is a party Bargaining Agreements, Buyer and Seller shall cooperate fully in the assignment and assumption of such Bargaining Agreements and in any negotiations with respect thereto such that, as of the Closing Employment Commencement Date, Buyer shall have (whether through such an assumption, negotiations or otherwise) the same rights and obligations with respect to the Union Employees who are Transferred Employees as Seller had immediately before such date. (a) Buyer shall cause a tax-qualified defined contribution plan established or designated by Buyer (a “Buyer’s 401(k) Plan”) to accept rollover contributions from the Non-Union Transferred Employees of any account balances distributed to them by the existing tax-qualified defined contribution plan established or designated by Seller (“Seller’s 401(k) Plan”). Buyer shall allow any such Non-Union Transferred Employees’ outstanding plan loan to be rolled into Buyer’s 401(k) Plan. The distribution and rollover described herein shall comply with applicable Law, and each party shall make all filings and take any actions required of such party by applicable Law in connection therewith. Buyer’s 401(k) Plan shall credit Non-Union Transferred Employees with service credit for eligibility and vesting purposes for service recognized for the equivalent purposes under Seller’s 401(k) Plan. (b) Seller shall retain the responsibility for payment of and continue to pay all medical, dentallife insurance, health disability and disability other welfare plan expenses and benefits for each Transferred Employee with respect to claims incurred under the terms of the Station Employee Plans by such Station Employees or their covered dependents prior to the Employment Commencement Date. Expenses and benefits with respect to claims incurred by any Station Employee Transferred Employees or former employee of the Station prior to the Closing Date under any Seller Benefit Plan, and neither Buyer nor its designee shall assume any liability with respect to such claims. Seller shall also retain responsibility for payment of all severance payments payable to any Station Employee terminated on or prior to the Closing under any Seller Benefit Plan, and neither Buyer nor its designee shall assume any liability with respect to such claims. Buyer or its designee shall assume responsibility for payment of all medical, dental, health and disability claims incurred by Station Employees their covered dependents on or after the Closing Employment Commencement Date shall be the responsibility of Buyer, subject to the terms and conditions of Buyer’s welfare plans. With respect to any welfare benefit plans maintained by Buyer for the benefit of Transferred Employees on and after the Employment Commencement Date, to the extent covered under permitted by law, Buyer Benefit Plans shall (qqqq) cause there to be waived any eligibility requirements or pre-existing condition limitations to the same extent generally waived by Buyer with respect to its employees and (rrrr) give effect, in determining any deductible and maximum out-of-pocket limitations, amounts paid by such Transferred Employees for the plan year in which the Station Employees are participants. Seller agrees Employment Commencement Date occurs with respect to remain responsible for payment of all accrued benefits in accordance with the terms of the Seller Benefit Plans. Neither Buyer nor its designee shall at any time assume any liability under any Seller Benefit Plan to any active or any terminated, vested or retired participants in any such Seller Benefit Plans. Any employee or qualified beneficiary who has elected coverage or whose qualifying event occurred prior to the Closing Date, under a Benefit Plan that constitutes a "group health plan" pursuant to the provisions of Part 6 Title I, Subpart B of ERISA or Section 4980B of the Code shall be eligible to continue such coverage under similar plans maintained by Seller's group health plan for the remainder of the applicable continuation coverage period, and Seller shall not terminate any such plan prior to the end of the applicable coverage period. (c) Following Buyer will assume all liabilities for unpaid, accrued vacation of each Transferred Employee as of the Closing Employment Commencement Date, Buyer will be responsible only for severance pay, if any, of any Station Employees giving credit under Buyer's applicable severance plans ’s vacation policy for service with Seller (which permitted a limited number of Seller’s employees to rollover not more than 10 vacation days from calendar year 2013, and then only in limited circumstances), and shall permit Transferred Employees to use their vacation entitlement accrued as they may exist from time of the Employment Commencement Date throughout Buyer’s fiscal year ended February 28, 2015. Service of up to timefour years with Seller, except as otherwise required by any collective bargaining agreements or employment contracts binding on together with service following the Employment Commencement Date with Buyer, Company or any Subsidiary following shall be taken into account in determining Transferred Employees’ vacation entitlement under Buyer’s vacation policy after the ClosingEmployment Commencement Date. (d) Notwithstanding anything herein to the contrary, Buyer, the Company or any of their designees, as the case may be, Buyer shall recognize and assume each Station Employee's accrued vacation and grant credit for all unused sick leave as of accrued by Transferred Employees who are Union Employees in accordance with the Closing applicable Bargaining Agreement. Transferred Employees who are not Union Employees will be subject to the same extent recognized prior to the Closing.. (e) Buyer agrees that it shall be responsible for the performance by its designee of any obligations under this Section 11.2 that Buyer delegates to such designeeBuyer’s sick leave policy.