APPLICABLE SELLER, AND SHALL PERMIT TRANSFERRED
EMPLOYEES TO USE THEIR VACATION ENTITLEMENT ACCRUED AS OF THE CLOSING DATE UNTIL
6 MONTHS FROM THE CLOSING DATE OR THE END OF THE CALENDAR YEAR DURING WHICH THE
CLOSING OCCURS, WHICHEVER IS LATER.
ANY ADDITIONAL UNPAID ACCRUED VACATION TO
WHICH ANY TRANSFERRED EMPLOYEE IS ENTITLED SHALL BE RETIRED IN CONSIDERATION OF
PAYMENT THEREOF BY SUCH SELLER TO SUCH TRANSFERRED EMPLOYEE ON THE CLOSING
DATE.
SERVICE WITH BOTH SUCH SELLER AND BUYER SHALL BE TAKEN INTO ACCOUNT IN
DETERMINING TRANSFERRED EMPLOYEES' VACATION ENTITLEMENT UNDER BUYER'S VACATION
POLICY AFTER THE CLOSING DATE.
SECTION 8.05
BARGAINING AGREEMENT.
BUYER SHALL
ASSUME THE BARGAINING AGREEMENTS INCLUDING ANY EXTENSION OR SUCCESSOR BARGAINING
AGREEMENTS AND ANY BARGAINING AGREEMENTS REACHED WITH THE PRODUCERS AND WRITERS.
SELLERS' RESPONSIBILITY UNDER THE SELLERS' BARGAINING AGREEMENTS WITH RESPECT TO
SELLERS' UNION EMPLOYEES SHALL EXPIRE AT THE EFFECTIVE TIME AND BUYER SHALL
INDEMNIFY AND HOLD HARMLESS SELLERS FROM ANY GRIEVANCE OR CLAIM MADE UNDER THE
SELLERS' BARGAINING AGREEMENTS WITH REGARD TO SELLERS' UNION EMPLOYEES, IF
ASSERTED AFTER THE EFFECTIVE TIME.
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SECTION 8.06
NON-SOLICITATION BY PARENT AND SELLERS
(A)
PARENT AND EACH SELLER AGREES THAT FOR A
PERIOD OF ONE (1) YEAR AFTER THE CLOSING DATE, IT WILL NOT, AND WILL CAUSE ITS
SUBSIDIARIES NOT TO, DIRECTLY OR INDIRECTLY, SOLICIT FOR EMPLOYMENT OR EMPLOY,
EITHER AS AN EMPLOYEE OR A CONSULTANT, ANY EMPLOYEE OF THE STATION WHO WAS AN
EMPLOYEE OF THE STATION AT THE CLOSING, UNLESS SUCH PERSON HAS BEEN TERMINATED
BY BUYER; PROVIDED THAT NOTHING CONTAINED IN THIS SECTION 8.06(A) SHALL PROHIBIT
PARENT OR EITHER SELLER FROM GENERAL SOLICITATION OF EMPLOYEES OVER ANY MEDIUM
NOT SPECIFICALLY TARGETED TOWARD THE STATION OR THE TRANSFERRED EMPLOYEES,
INCLUDING WITHOUT LIMITATION, NEWSPAPER, TELEVISION, RADIO AND SIMILAR FORMS OF
MASS MEDIA.
(B)
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
RESTRICTIONS CONTAINED IN SECTION 8.06(A) ARE A REASONABLE AND NECESSARY
PROTECTION OF THE IMMEDIATE INTERESTS OF BUYER, AND ANY VIOLATION OF THESE
RESTRICTIONS WOULD CAUSE SUBSTANTIAL INJURY TO BUYER AND BUYER WOULD NOT HAVE
ENTERED INTO THIS AGREEMENT WITHOUT RECEIVING THE ADDITIONAL CONSIDERATION
OFFERED BY PARENT OR SELLERS BINDING ITSELF TO THESE RESTRICTIONS.
IN THE EVENT
OF A BREACH OR A THREATENED BREACH BY PARENT OR EITHER SELLER OR ANY OF ITS
SUBSIDIARIES OF THESE RESTRICTIONS, BUYER SHALL BE ENTITLED TO APPLY TO ANY
COURT OF COMPETENT JURISDICTION FOR AN INJUNCTION RESTRAINING SUCH PERSON FROM
SUCH BREACH OR THREATENED BREACH (WITHOUT THE NECESSITY OF PROVING THE
INADEQUACY OF MONEY DAMAGES AS A REMEDY); PROVIDED, HOWEVER, THAT THE RIGHT TO
APPLY FOR INJUNCTIVE RELIEF SHALL NOT BE CONSTRUED AS PROHIBITING BUYER FROM
PURSUING ANY OTHER AVAILABLE REMEDIES FOR SUCH BREACH OR THREATENED BREACH.
SECTION 8.07
SELLERS' STAY BONUSES.
SELLERS AGREE
THAT IF PARENT OR EITHER SELLER PUTS INTO PLACE, ANY STAY BONUS PLAN OR
ARRANGEMENT, SUCH PLAN OR ARRANGEMENT WILL PROVIDE THAT ANY TRANSFERRED EMPLOYEE
OTHERWISE ENTITLED TO A STAY BONUS MUST CONTINUE EMPLOYMENT WITH BUYER FOR A
MINIMUM PERIOD OF SIXTY (60) DAYS TO BE ELIGIBLE THEREFOR.
BUYER AGREES