BE
SOLELY RESPONSIBLE FOR ANY AND ALL SEVERANCE PAYMENTS, CHANGE IN CONTROL
PAYMENTS, SALARY OR OTHER COMPENSATION, AND ACCRUED BONUS OR COMMISSION PAYMENTS
MADE OR OWING TO EMPLOYEES OR INDEPENDENT CONTRACTORS OF THE SELLERS;
(IV)
THE BUYERS SHALL BE SOLELY RESPONSIBLE FOR,
SHALL DISCHARGE AND SHALL INDEMNIFY THE SELLERS IN RESPECT OF, ANY AND ALL
LIABILITIES, COSTS, OBLIGATIONS, EXPENSES, CLAIMS AND DEMANDS (INCLUDING FOR THE
AVOIDANCE OF DOUBT ALL COMPENSATION, PAY AND ACCRUED BONUS OR COMMISSION
PAYMENTS) ARISING FROM OR IN RESPECT OF ANY OF THE TRANSFERRING EMPLOYEES AFTER
CLOSING AND NOT RELATING TO ANY MATTERS, EVENTS OR OCCURRENCES ARISING BEFORE
CLOSING;
(V)
THE SELLERS SHALL BE SOLELY RESPONSIBLE FOR,
AND SHALL DISCHARGE AND SHALL INDEMNIFY THE BUYERS IN RESPECT OF, ANY AND ALL
LIABILITIES, OBLIGATIONS, COSTS, EXPENSES, CLAIMS AND DEMANDS ARISING OUT OF OR
RELATING TO THE EMPLOYMENT (AND/OR THE TERMINATION OF EMPLOYMENT) OF ANY
EMPLOYEE OR FORMER EMPLOYEE OF THE SELLERS WHOSE EMPLOYMENT (AND/OR ASSOCIATED
LIABILITIES) TRANSFERS TO THE BUYERS UNDER OPERATION OF LAW BUT WHO ARE NOT
IDENTIFIED ON SCHEDULE 5.8(A) OF THE DISCLOSURE SCHEDULES;
PROVIDED, HOWEVER,
THAT THIS SECTION 5.8(A)(IV) SHALL NOT APPLY WITH RESPECT TO THE CONTINUING
COSTS OF EMPLOYING ANY INDIVIDUAL DESCRIBED IN THIS SUBSECTION IF THE BUYERS
DECIDE TO EMPLOY SUCH INDIVIDUAL IN THE MEDIA BUSINESS ON AN ONGOING BASIS;
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
31
(VI)
FOR AVOIDANCE OF DOUBT, THE SELLERS SHALL BE
RESPONSIBLE FOR ANY AND ALL PAYMENTS TO TRANSFERRING EMPLOYEES (INCLUDING ANY
EMPLOYER-RELATED WITHHOLDING AND SOCIAL SECURITY OBLIGATIONS) IN CONNECTION WITH
STOCK OPTIONS, RESTRICTED STOCK UNITS, OR OTHER EQUITY AWARDS GRANTED UNDER AN
EQUITY INCENTIVE PLAN OF THE SELLERS; AND
(VII)
FOR AVOIDANCE OF DOUBT, THE SELLERS SHALL BE
RESPONSIBLE FOR THE PROVISION OF COBRA BENEFITS TO EMPLOYEES OF SELLER RECEIVING
SUCH BENEFITS AS OF THE CLOSING DATE, AND TO ANY EMPLOYEE WHO DOES NOT BECOME A
TRANSFERRING EMPLOYEE, UNDER A GROUP HEALTH PLAN OF THE SELLERS ON AND AFTER THE
CLOSING DATE.
(B)
THE SELLERS SHALL BE RESPONSIBLE FOR THE
PAYMENT OF ALL VACATION PAY EARNED BUT NOT PAID TO ITS EMPLOYEES UNTIL AND
THROUGH THE DATE OF TERMINATION OF EACH SUCH EMPLOYEE. THE BUYERS SHALL, IN
RESPECT OF THE U.K. TRANSFERRING EMPLOYEES, REIMBURSE TO MIVA UK WITHIN 28 DAYS
OF THE CLOSING AN AMOUNT EQUAL TO ALL OUTSTANDING SUMS DUE TO MIVA UK FROM THE
U.K. TRANSFERRING EMPLOYEES IN RESPECT OF ANY INTEREST-FREE SEASON TICKET TRAVEL
LOANS MADE BY MIVA UK TO U.K. TRANSFERRING EMPLOYEES.
(C)
FROM AND AFTER THE CLOSING DATE, BUYERS
SHALL OFFER TO U.S. TRANSFERRING EMPLOYEES SUCH BENEFIT PLANS AND ARRANGEMENTS
THAT ARE SUBSTANTIALLY SIMILAR TO THOSE PROVIDED BY THE SELLERS AND THEIR
AFFILIATES TO THE U.S. TRANSFERRING EMPLOYEES IMMEDIATELY PRIOR TO THE CLOSING.
WITH RESPECT TO THE COVERAGE OF THE TRANSFERRING EMPLOYEES UNDER BUYER'S WELFARE
PLANS, (I) EACH SUCH EMPLOYEE'S CREDITED SERVICE WITH SELLER AND ITS AFFILIATES
SHALL BE CREDITED AGAINST ANY WAITING PERIOD APPLICABLE TO