REQUIRED TO PAY ANY TRANSFERRED EMPLOYEE FOR
UNUSED SICK LEAVE.
(E)
BUYER SHALL PERMIT TRANSFERRED EMPLOYEES (AND THEIR SPOUSES AND
DEPENDENTS) TO PARTICIPATE IN ITS "EMPLOYEE WELFARE BENEFIT PLANS" (INCLUDING
HEALTH INSURANCE PLANS) AND "EMPLOYEE PENSION BENEFIT PLANS," AS DEFINED IN
SECTION 3(1) AND 3(2) OF ERISA, RESPECTIVELY, TO THE EXTENT SIMILARLY SITUATED
EMPLOYEES OF BUYER ARE GENERALLY ELIGIBLE TO PARTICIPATE, WITH COVERAGE
EFFECTIVE IMMEDIATELY UPON THE EMPLOYMENT COMMENCEMENT DATE.
BUYER ALSO SHALL
ENSURE, TO THE EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING ERISA AND THE CODE)
AND BUYER'S PLANS, THAT TRANSFERRED EMPLOYEES RECEIVE CREDIT UNDER ANY WELFARE
BENEFIT PLAN OF BUYER FOR ANY DEDUCTIBLES OR CO-PAYMENTS PAID BY TRANSFERRED
EMPLOYEES AND THEIR SPOUSES AND DEPENDENTS FOR THE CURRENT PLAN YEAR UNDER A
PLAN MAINTAINED BY SELLER.
FOR PURPOSES OF ANY LENGTH OF SERVICE REQUIREMENTS,
WAITING PERIODS, VESTING PERIODS OR DIFFERENTIAL BENEFITS BASED ON LENGTH OF
SERVICE IN ANY SUCH EMPLOYEE WELFARE BENEFIT PLANS (INCLUDING ANY
21
severance plans or policies) and defined contribution plans for which
Transferred Employees may be eligible after Closing, Buyer shall ensure, to the
extent permitted by applicable Law (including ERISA and the Code), that service
with Seller (as shown on Schedule 2.13) shall be deemed to have been service
with Buyer.
(F)
BUYER SHALL ALSO PERMIT EACH TRANSFERRED EMPLOYEE WHO
PARTICIPATES IN SELLER'S 401(K) PLAN TO ELECT TO MAKE DIRECT ROLLOVERS OF THEIR
ACCOUNT BALANCES INTO BUYER'S 401(K) PLAN AS OF THE EMPLOYMENT COMMENCEMENT
DATE, INCLUDING THE DIRECT ROLLOVER OF ANY OUTSTANDING LOAN BALANCES SUCH THAT
THEY WILL CONTINUE TO MAKE PAYMENTS UNDER THE TERMS OF SUCH LOANS UNDER THE
BUYER'S 401(K) PLAN, SUBJECT TO COMPLIANCE WITH APPLICABLE LAW AND SUBJECT TO
THE REASONABLE REQUIREMENTS OF BUYER'S 401(K) PLAN ADMINISTRATOR.
(G)
EXCEPT AS PROHIBITED BY APPLICABLE LAW, AFTER THE CLOSING SELLER
SHALL DELIVER TO BUYER ORIGINALS OR COPIES OF ALL PERSONNEL FILES AND RECORDS
(EXCLUDING MEDICAL AND BENEFIT PLAN RECORDS) RELATED TO THE TRANSFERRED
EMPLOYEES, AND SELLER SHALL HAVE REASONABLE CONTINUING ACCESS TO SUCH FILES AND
RECORDS THEREAFTER.
(H)
FROM THE DATE HEREOF UNTIL THE EIGHTEEN-MONTH ANNIVERSARY OF THE
EMPLOYMENT COMMENCEMENT DATE, SELLER SHALL NOT SOLICIT FOR EMPLOYMENT ANY
ACCOUNT EXECUTIVES, ON-AIR TALENT OR MANAGERS INCLUDED IN THE TRANSFERRED
EMPLOYEES, OTHER THAN PURSUANT TO A GENERAL SOLICITATION NOT SPECIFICALLY
TARGETED AT ANY EMPLOYEES OF THE STATIONS, AND SHALL NOT DURING SUCH PERIOD HIRE
OR TRANSFER ANY OF SUCH EMPLOYEES TO WORK FOR ANY RADIO STATION UNDER THE
CONTROL OF CBS CORPORATION, OTHER THAN AT THE STATIONS.
4.8
Title Insurance; Surveys.
(A)
SELLER SHALL DELIVER, WITHIN 45 DAYS OF THE DATE OF THIS
AGREEMENT, TITLE COMMITMENTS ON THE OWNED REAL PROPERTY, THE WMC TRANSMITTER
SITE AND THE KJCE TRANSMITTER SITE, SUFFICIENT IN FORM TO ALLOW BUYER TO OBTAIN,
AT BUYER'S SOLE COST AND EXPENSE, A STANDARD FORM OF TITLE INSURANCE POLICY
(INCLUDING, TO THE EXTENT AVAILABLE, A ZONING ENDORSEMENT) INSURING THE FEE
SIMPLE INTEREST IN THE OWNED REAL PROPERTY AND THE LEASEHOLD INTERESTS IN THE
WMC TRANSMITTER SITE AND THE KJCE TRANSMITTER SITE, SUBJECT ONLY