Common use of Prior to Closing Clause in Contracts

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunder.

Prior to Closing. Seller As used herein, “Compensation” shall deliver mean the direct salaries and wages and other aggregate compensation paid to Buyer a list or accrued for the benefit of employees any employee together with all fringe benefits payable to or accrued for the benefit of such employee as to which the employer is responsible, including, without limitation, employer contributions under F.I.C.A., fringe benefits, annual bonuses, unemployment compensation or other employment taxes, pension fund contributions, vacation pay, sick leave, worker’s compensation, group life and accidental and health premiums, and pension or profit sharing, retirement, disability and other similar benefits. Purchaser shall be responsible for and shall pay (i) all Compensation with respect to the operations of the Stations that Seller does Property on and after the date of Closing and (ii) all Compensation which is accrued but not intend to retain after payable as of the Closing and for which Purchaser is credited at Closing. Buyer may interview For these purposes, vacation benefits, sick leave, annual bonuses and elect related payroll expenses of Hotel Employees (the “Supplemental Employee Expenses”) as of the Closing shall be treated as accrued and subject to hire such listed employees, but proration solely (A) if vested and not any other employees of Seller. Buyer is obligated subject to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included expiration if not used or termination in the Station Contractsevent of the employee’s departure or (B) to the extent of 70% of any such accrued Supplemental Employee Expenses subject to later vesting or expiration if not used or termination in the event of the employee’s departure. With respect to employees hired accrued bonuses for 2006, Seller’s pro-rated share at Closing shall be based upon Operator’s reasonable estimate of the bonuses to be paid to such Hotel Employees for 2006. No later than March 31, 2007, or earlier upon the mutual agreement of the parties, the parties shall adjust Seller’s pro-rated share of the bonuses paid to the Hotel Employees for 2006 based upon the actual amounts of such bonuses (as shown by Buyer ("Transferred Employees"such supporting documentation as may be reasonably required by either party), to and Purchaser or Seller, as the extent permitted by lawcase may be, Seller shall provide Buyer access to its personnel records and make such other information additional payment or refund as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for required by such adjustment. Purchaser acknowledges that the payment New HMA shall initially afford the Hotel Employees continuation of all compensation rights under Operator’s existing Section 401(k) plans and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit health care plans" and "employee pension benefit plans" (, as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to previously afforded under the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderCurrent HMA.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(13(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderClosing.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderClosing.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station ContractsContracts and are listed on Schedule 1.1(c). With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderClosing.

Prior to Closing. Buyer shall make offers of employment to each Business Employee. Except for the Employment Agreements, Buyer’s offer of employment to any Business Employee (i) shall not constitute any Contract (expressed or implied) on the part of Buyer or its Affiliates to a post-Closing employment relationship of any fixed term or duration, (ii) shall be “at will” and (iii) shall be conditioned upon such Business Employee’s successful completion of Buyer’s customary hiring process and procedures. Buyer’s offers of employment to each Business Employee shall provide that, if such Business Employee becomes a Hired Employee, the Hired Employee’s employment with Buyer (w) shall begin on the Business Day immediately following the Closing Date, (x) shall be on substantially the same terms and conditions (including with respect to wages, salary, benefits, position and location) under which the employee was employed by Seller immediately prior to the Closing Date, (y) shall provide that the amount of paid time off, sick time and vacation time (collectively, “PTO”) that the employee had accrued while employed by Seller and immediately prior to the Closing shall carry over and constitute the amount of such PTO which shall be accrued as of the commencement of the employee’s employment with Buyer, and (z) shall provide that the employee’s date of hire and service credited for purposes of vesting and eligibility to participate in any Benefit Plan shall apply as an employee with Buyer, provided that no such service credit will be provided or recognized if it would result in a duplication of benefits. Schedule 8.5(b) lists the aggregate amount of all PTO of the Business Employees as of the date of hereof. At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a an update to Schedule 8.5(b) to list the aggregate amount of employees all PTO to be assumed by Buyer as of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With Closing with respect to employees hired by Buyer ("Transferred Employees"the Hired Employees pursuant to this Section 8.5(b), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed solely responsible for legally transferring (including obtaining any consents required from the applicable employee) any PTO that Seller proposes Buyer to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities in no event shall Buyer assume or be liable for not assuming any PTO that cannot be legally transferred to Buyer as of the payment of all unused vacation leave Closing. All PTO with respect to Hired Employees that accrued by Transferred Employees on prior to the basis of their service as employees of Seller. As provided in Section 3.2, Buyer Closing other than Assumed PTO shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderan Excluded Liability.

Prior to Closing. Seller shall deliver to Buyer a list of employees of During the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees period from the date of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included execution of this Agreement until Closing or the earlier termination of this Agreement, Seller shall: A. Except as otherwise provided in this Agreement, operate the Station Contracts. With respect to employees hired by Buyer Property through its property manager or managers ("Transferred EmployeesProperty Manager"), in the normal course of business and, through the Property Manager, cause the Property to be kept in its existing condition and state of repair, ordinary wear and tear and loss due to fire or other casualty excepted, subject to Section 11 below. B. Neither enter nor permit the extent permitted by lawProperty Manager to enter into any new Lease (or extensions, expansions or modifications of existing Leases) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, denied or delayed. In the event Seller desires to enter into a new lease (or extensions, expansions, or modifications of existing Leases) of any portion of the Premises prior to Closing, Seller shall provide Buyer access submit to Purchaser a lease proposal package describing the economic terms of the proposed new lease (or extensions, expansions, or modifications of existing Leases) ("Lease Proposal"). The Lease Proposal shall consist of financial information, if any, relating to the proposed tenant, and a written summary of the material lease terms including, without limitation, the following information (if applicable): (i) rent (including a description of rent inducements, if any), (ii) lease term, (iii) security deposit, (iv) leasing commissions, (v) moving allowance, and (vi) tenant improvement allowance. Purchaser shall have two (2) Business Days after its personnel records and such other information as Buyer may reasonably request prior receipt of the Lease Proposal to Closing. With respect consent to such hired employees, Seller shall be responsible for the payment terms of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participatethe Lease Proposal; provided, however, that all unless a reasonable basis for refusing to give such employees and their spouses and dependents shall be eligible for coverage immediately after Closing consent is communicated to Seller in writing within such two (and shall not be excluded from coverage on account of any pre-existing condition2) to the extent provided under such plans. For purposes of any length of service requirementsBusiness Day period, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller Purchaser shall be deemed to have been service consented to the terms of the Lease Proposal ("Approved Lease Proposal"). Seller agrees that it shall be a reasonable basis for refusing to consent to a Lease Proposal if Purchaser reasonably fails to approve the costs to be expended by the landlord in connection therewith (including tenant improvement costs). Prior to executing any tenant lease (or extensions, expansions, or modifications of existing Leases) prepared in accordance with the Buyerterms and conditions described in an Approved Lease Proposal, Seller shall submit a draft of such proposed new lease to Purchaser for Purchaser's approval ("Lease Draft Proposal"). In additionPurchaser shall have three (3) Business Days after its receipt of the Lease Draft Proposal to consent to the terms of the Lease Draft Proposal; provided, Buyer however, that unless a reasonable basis for refusing to give such consent is communicated to Seller in writing within such three (3) Business Day period, Purchaser shall ensure be deemed to have consented to the form of the Lease Draft Proposal and Seller may enter into a lease (or extensions, expansions, or modifications of existing Leases ) with such proposed tenant in accordance with the Lease Proposal and the Lease Draft Proposal. Purchaser shall bear all costs in connection with new Leases (or extensions and expansions of existing Leases) entered into pursuant to this Section 3.B (including leasing commissions, tenant improvement costs, moving costs, engineering fees and other tenant incentives), provided that each such employee receives credit under the transaction contemplated hereby is consummated. C. Neither enter nor permit the Property Manager to enter into any welfare benefit plan of Buyer new Service Contract or extend, renew or materially modify or amend any existing Service Contract, except those that are cancelable on not more than thirty (30) days' written notice. D. Keep the Improvements insured against fire or other hazards covered by extended coverage endorsement and comprehensive public liability insurance against claims for any deductibles bodily injury, death and property damage occurring in, on or co-payments paid by such employees and dependents for about the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained hereinPremises on terms no less favorable than currently existing. E. Not sell, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained hereinmortgage, Buyer shall assume and discharge Seller's liabilities for the payment pledge, hypothecate or otherwise transfer or dispose of all unused vacation leave accrued by Transferred Employees on or any part of the basis Property or any interest therein, except that Seller may enter into new Leases or extensions, expansions or modifications of their service existing Leases pursuant to Section 3.B above, and except for depletions and replacements of Personal Property in the ordinary course of the operation, repair and maintenance of the Land and Improvements and except as employees a result of Seller. As provided in Section 3.2, Buyer shall be entitled to the exercise of a proration in its favor for any accrued vacation leave condemnation (but not accrued sick leave) assumed hereundersubject to Section 11 hereof). F. Promptly give written notice to Purchaser upon obtaining knowledge of the occurrence of any event which affects the truth or accuracy of any representations or warranties made by Seller in this Agreement or which would make any information contained in the Information Package misleading or untrue in any material respect when taken as a whole.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations Station that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderClosing.

Prior to Closing. Buyer acknowledges and agrees that Parent and Seller have commenced or intend to commence, prior to the Closing, an investment bank-led process to explore a Bolt Sale (such process, the “Bolt Process”) and, in connection therewith, Seller (either directly or through the Company, Bolt and/or such investment bank) may, from the date hereof until the Closing, (i) solicit proposals for a Bolt Sale, (ii) engage in negotiations and discussions with one or more third parties with respect to a Bolt Sale, (iii) furnish information concerning Bolt to third parties in response to proposals or inquiries for a Bolt Sale, (iv) subject to the second to last sentence of this Section 7.14(a) only, enter into any definitive agreement with respect to any Bolt Sale that would result in Bolt Proceeds payable in cash in excess of the Threshold Bolt Proceeds and (v) consummate any such Bolt Sale. The Bolt Process shall be conducted in accordance with the policies set forth on the Bolt Schedule (the “Bolt Policies and Procedures”). Notwithstanding the foregoing, none of Parent, Seller or any of their Subsidiaries shall enter into a definitive agreement with respect to a Bolt Sale without the prior written consent of Buyer if such agreement would (w) require the Company or any of its Affiliates (other than Bolt) to agree to any operating restrictions applicable to the Company or any of its Affiliates (other than Bolt) after the Closing (other than customary confidentiality and/or employee non-solicitation restrictions), (x) require the Company or any of its Affiliates (other than Bolt) to agree to any recourse after the Closing in excess of an escrow amount, holdback or similar amount (other than with respect to customary indemnity obligations relating to performance of customary covenants), or (y) provide for Bolt to be sold for a price that is payable in consideration other than cash or that, in the good faith judgment of Buyer, would cause the Bolt Proceeds with respect to the Bolt Sale to be less than zero. Prior to the Closing, Parent and Seller shall deliver keep Buyer reasonably informed of any material developments and events relating to the Bolt Process and any Bolt Sale and shall reasonably consult with Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With with respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records terms and such other information as Buyer may reasonably request conditions of any Bolt Sale prior to Closing. With entering into a definitive agreement with respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderBolt Sale.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations Station that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, employees but not any other employees of Seller without written consent of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) ), which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Buyer("Transferred Employees"), Seller shall to the extent permitted by law, Seller shall law provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on such employees as of Closing. From and after the basis of their service as employees of Seller. As provided in Section 3.2Closing, Buyer shall be entitled cooperate with the reasonable requests of Seller to continue to withhold from the paychecks of Transferred Employees who have outstanding loan balances in Seller's 401(k) Savings Plan, and Buyer shall remit such amounts to Seller in a proration in its favor for any accrued vacation leave (but timely fashion such that the outstanding loans do not accrued sick leave) assumed hereundergo into default. Notwithstanding the foregoing, Seller has represented that there are no employees currently under employment contracts with KFON and there are therefore no employees, which Buyer is obligated by this agreement to hire.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees potentially to be hired by Buyer ("Transferred Employees")Buyer, to the extent permitted by law, law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such employees hired employeesby Buyer ("Transferred Employees"), Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section Sections 3(1) and 3(2) of ERISA, respectively) in which similarly Buyer's similarly-situated employees are generally eligible to participate; provided, however, that all such employees Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage under any employee welfare benefit plan that is a group health plan on account of any pre-existing condition) to the extent provided under such employee welfare benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan employee welfare benefit plans for which such employees Transferred Employees may be eligible after Closing, Buyer shall ensure ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the Code), that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. No such service credit must be granted with respect to participation or eligibility in any employee pension benefit plan. In addition, Buyer shall ensure ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the Code) that each such employee receives Transferred Employees receive credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees Transferred Employees and their spouses and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunder.as

Prior to Closing. Seller shall deliver to Buyer a list of substantially all the employees of who work for the Stations that Seller does not intend to retain after ClosingStations. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employeesTransferred Employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by itBuyer. Buyer shall cause all employees it hires Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees Transferred Employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the BuyerBuyer to the extent provided under applicable plans. In addition, Buyer shall ensure that each such employee of the Transferred Employees receives credit under any welfare benefit plan of Buyer to the extent provided under applicable plans for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit (but no cash payment) to each of the Transferred Employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Closing to extent Buyer receives a credit therefor from Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunder.

Prior to Closing. Seller Sellers shall, at Sellers’ cost and expense, (i) commence the work relating to the installation of a new generator at the Sedgwick Facility sufficient to satisfy the notice of violation from CMS with respect to the Sedgwick Facility before remedies are enforced or penalties assessed by CMS (the “Sedgwick Generator Work”) and (ii) repair the roof at the Haysville Facility sufficient to repair the hail damage to the roof and any damage to that Facility due to leaks caused by such damage (the “Haysville Roof Work” and, together with the Sedgwick Generator Work, the “Work”). Sellers shall deliver cause the Work to Buyer be performed in a list good and workmanlike manner, in accordance with the contracts for the Work and all applicable codes, ordinances and laws, including with respect to the Sedgwick Generator Work, the requirements of employees CMS. Upon completion of the Stations Sedgwick Generator Work, Sellers shall obtain confirmation from CMS that Seller does not intend the notice of violation issue by CMS with respect to retain the generator has been remedied. Sellers shall pay all costs of the Work and if any mechanic’s or materialmen’s or other lien is filed against the Property in respect of material supplied or work done in connection with the Work, whether before or after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller Sellers shall be responsible for the timely payment and/or discharge of all compensation such lien. Buyer and accrued employee benefits payable by it until Closing its representatives shall have reasonable access to the Sedgwick Facility and thereafter the Haysville Facility to observe the Work. Sellers shall provide Buyer with written notice of the date of completion of the Work and Sellers and Buyer will conduct an inspection of the Work. Following the inspection, Buyer shall be responsible for all such obligations payable by itprovide Seller with a written list of any defects, omissions or other items of construction in the Work not constructed or furnished as required herein to the reasonable satisfaction of Buyer. Buyer Sellers shall cause all employees it hires such defects, omissions or other items noted by Buyer to be eligible promptly completed, corrected or repaired as soon as reasonably possible. In the event that any of the Work, or any defects, omissions or other items noted by Buyer, are not completed, corrected or repaired and fully paid for on or before Closing, then an amount sufficient to participate in its "employee welfare benefit plans" fully pay for all costs and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISAexpenses to complete, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents correct or repair the Work following Closing shall be eligible for coverage immediately after deducted from the Purchase Price proceeds payable to Sellers and deposited in a non-interest bearing escrow account to be held, paid and disbursed following Closing (and shall not be excluded from coverage on account of any pre-existing condition) pursuant to the extent provided under such plans. For purposes terms of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, a capital repairs escrow agreement reasonably acceptable to Sellers and Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunder“Capital Repairs Escrow Agreement”).

Prior to Closing. Seller Buyer shall deliver to Sellers a notice setting forth the Known Breaches, together with such supplemental information as shall be reasonably necessary or appropriate to enable Sellers to determine the accuracy thereof ("Breach Notice"). The Breach Notice shall be based upon the most current and reliable information reasonably available to Buyer a list at the time of employees its delivery. Within 2 Business Days after receipt of the Stations that Breach Notice, a Seller does not intend shall notify the Buyer in writing whether such Seller disapproves of the Breach Notice. If a Seller disputes the Breach Notice, or fails to retain after Closing. notify Buyer may interview of its disapproval in the manner and elect within the time specified above, then the Breach Notice shall be as delivered to hire such listed employees, but not any other employees of Seller. If a Seller disapproves a Breach Notice, then such Seller and Buyer shall use their Reasonable Best Efforts for a period of 5 Business Days to agree to the Breach Notice, and the Breach Notice shall be amended accordingly. If a Seller and Buyer cannot agree upon the Breach Notice, then the accounting firm of PricewaterhouseCoopers, or its successor, is obligated designated to hire only those employees that are act as sole arbitrator and to decide all points of disagreement with respect to the Breach Notice, such decision to be binding on both parties. If such firm is unwilling or unable to serve in such capacity, the Seller and Buyer shall use Reasonable Best Efforts to designate and retain another mutually acceptable nationally-recognized accounting firm not retained for general audit purposes by either of them as the sole arbitrator under employment contracts (this Section 11.2(a)(ii). The costs and assume Seller's obligations expenses of the arbitrator, whether the firm designated above, or otherwise designated, shall be shared equally by the applicable Seller and liabilities under such employment contracts) which are included Buyer and in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees")event that all Sellers object, to then Sellers' aggregate share of the extent permitted by law, Seller shall provide Buyer access to its personnel records costs and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller expenses of the arbitrator shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderfifty percent.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations Station that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderClosing.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderClosing.

Prior to Closing. Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees potentially to be hired by Buyer ("Transferred Employees")Buyer, to the extent permitted by law, law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such employees hired employeesby Buyer ("Transferred Employees"), Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires Transferred Employees to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section Sections 3(1) and 3(2) of ERISA, respectively) in which similarly Buyer's similarly-situated employees are generally eligible to participate; provided, however, that all such employees Transferred Employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage under any employee welfare benefit plan that is a group health plan on account of any pre-existing condition) to the extent provided under such employee welfare benefit plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan employee welfare benefit plans for which such employees Transferred Employees may be eligible after Closing, Buyer shall ensure ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the Code), that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. No such service credit must be granted with respect to participation or eligibility in any employee pension benefit plan. In addition, Buyer shall ensure ensure, to the extent permitted by applicable law (including, without limitation, ERISA and the Code) that each such employee receives Transferred Employees receive credit under any welfare benefit plan of Buyer for any deductibles or co-payments paid by such employees Transferred Employees and their spouses and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit for all unused sick leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis of their service during the current calendar year as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunder.

Prior to Closing. Seller shall deliver to Buyer a list of substantially all the employees who work for KKFR(FM) and a list of employees of the Stations who work for KEYI-FM and KXPK-FM that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. Certain of the employees under employment contracts will be terminated as of the Closing by Buyer, and Buyer will be responsible for all amounts owed to such employees in respect of periods on and after the Closing. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law, Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until with respect to periods prior to Closing and thereafter Buyer shall be responsible for all such obligations payable by itit under the terms of applicable employee benefits plans. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents dependents, who are currently covered by Seller's plan(s), shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition unless such persons are excluded from Seller's plan on account of any pre-existing condition, such persons to receive credit towards any pre-existing condition waiting period under Buyer's plan(s) to the extend such credit was earned towards any pre-existing waiting period under Seller's plan(s)) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that (other than for purposes of benefits accrual under any defined benefit pension plan or retiree medical or life plans maintained by Buyer) service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or and co-payments paid by such employees and dependents for the current plan year under a plan maintained by Seller, and at Buyer's request, Seller will produce a report of such credits as soon as administratively possible. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued by Transferred Employees on the basis as of their service during the current calendar year Closing as employees an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by Transferred Employees on the basis such employees as of their service as employees of Seller. As provided in Section 3.2, Buyer shall be entitled to a proration in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderClosing.