SITUATED FOX
SPORTS NET EMPLOYEES.
35
(B)
THE EMPLOYING PARTNERSHIP SHALL MAINTAIN
DURING THE EMPLOYMENT PERIOD, WITHOUT INTERRUPTION, EMPLOYEE COMPENSATION AND
BENEFIT PLANS, PROGRAMS AND POLICIES AND FRINGE BENEFITS (INCLUDING BONUSES,
COMMISSIONS, VACATIONS AND SEVERANCE ARRANGEMENTS) TO THE TRANSFERRED EMPLOYEES
THAT ARE NO LESS FAVORABLE THAN THOSE PROVIDED BY THE FOX SPORTS NET AND ITS
AFFILIATES TO COMPARABLE EMPLOYEES OF FOX SPORTS NET AND ITS AFFILIATES.
(C)
TRANSFERRED EMPLOYEES SHALL BE GIVEN CREDIT
FOR ALL SERVICE WITH RMH AND ITS AFFILIATES, IN EACH CASE UNDER ALL EMPLOYEE
BENEFIT PLANS, PROGRAMS AND POLICIES (INCLUDING VACATION AND SEVERANCE
ARRANGEMENTS) AND FRINGE BENEFITS IN WHICH THEY BECOME PARTICIPANTS AS PROVIDED
IN SECTION 8.8(B) FOR PURPOSES OF ELIGIBILITY AND VESTING, EXCEPT FOR BENEFIT
ACCRUALS UNDER A DEFINED BENEFIT PLAN OF FOX SPORTS NET AND ITS AFFILIATES, AND
NO TRANSFERRED EMPLOYEE WILL BE SUBJECTED TO ANY WAITING PERIODS OR LIMITATIONS
ON BENEFITS FOR PRE-EXISTING CONDITIONS.
EACH TRANSFERRED EMPLOYEE WILL BE
CREDITED WITH THE AMOUNT OF VACATION TIME ACCRUED BY SUCH TRANSFERRED EMPLOYEE
THROUGH 12:01 A.M. ON THE CLOSING DATE.
(D)
SUBJECT TO APPLICABLE LAW, DURING THE
EMPLOYMENT PERIOD, THE EMPLOYING PARTNERSHIP SHALL ONLY HAVE THE RIGHT TO
TERMINATE THE EMPLOYMENT OF ANY TRANSFERRED EMPLOYEE IF SUCH TERMINATION IS FOR
CAUSE.
(E)
FOX SPORTS NET SHALL WITHIN THIRTY (30)
DAYS OF RECEIPT OF WRITTEN REQUEST BY RAINBOW RPP PARTNER REIMBURSE RAINBOW RPP
PARTNER FOR THE COSTS OF PROVIDING SHORT-TERM DISABILITY BENEFITS TO ANY
BUSINESS EMPLOYEE WHO WAS ON SHORT-TERM DISABILITY AS OF THE CLOSING DATE.
FOX
SPORTS NET AGREES TO CAUSE THE EMPLOYING PARTNERSHIP TO OFFER EMPLOYMENT TO ANY
BUSINESS EMPLOYEE OF THE EMPLOYING PARTNERSHIP WHO WAS ON DISABILITY AS OF THE
CLOSING DATE AND CEASES TO BE ON DISABILITY DURING THE EMPLOYMENT PERIOD IN
ACCORDANCE WITH THE TERMS OF SECTION 8.8(A) HEREOF.
SECTION 8.9
ECHOSTAR AFFILIATION
AGREEMENTS.
NEITHER A RAINBOW PARTY NOR A FOX PARTY SHALL CAUSE OR PERMIT RPP
CHICAGO PARTNER I, RPP CHICAGO PARTNER II, RPP METRO CHANNEL PARTNER I, RPP
METRO CHANNEL PARTNER II, RPP MSG PARTNER I, RPP MSG PARTNER II, RPP NE PARTNER
I, RPP NE PARTNER II, RPP RADIO CITY PARTNER I, RPP RADIO CITY PARTNER II, WSN
OR A FOX DISTRIBUTED ENTITY, EITHER DIRECTLY OR THROUGH A SUBSIDIARY, TO
TERMINATE ECHOSTAR'S CARRIAGE OF ALL OF THE SPORTS SERVICES (AS DEFINED IN AND
PURSUANT TO SECTION 2 OF THE DECEMBER 31, 2004 AMENDMENT TO THE AFFILIATION
AGREEMENT DATED AS OF JANUARY 1, 2003 AS AMENDED BETWEEN ECHOSTAR SATELLITE
CORPORATION AND THE NETWORK ENTITIES WHICH ARE PARTIES THERETO), WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO.
36
ARTICLE IX
CONDITIONS
SECTION 9.1
CONDITIONS TO ALL PARTIES
OBLIGATIONS.
THE OBLIGATIONS OF EACH PARTY TO EFFECT THE TRANSACTIONS
CONTEMPLATED TO OCCUR AT THE CLOSING ARE SUBJECT TO THE SATISFACTION OR WAIVER
AT OR PRIOR TO THE CLOSING OF EACH OF THE FOLLOWING CONDITIONS:
(A)
REGULATION AND LEAGUE CONSENTS.
(I) THE
WAITING PERIOD APPLICABLE TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY UNDER THE HSR ACT SHALL HAVE EXPIRED