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 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 have caused the Acquired Company to Buyer effectuate a list reduction in force to terminate the employment of the Terminated Employees (the "RIF"). Prior to the Closing, Seller shall have caused the Acquired Company to comply with all Laws applicable to the Acquired Company and related to the RIF, including but not limited to COBRA and the WARN Act. Seller shall assume all Liabilities associated with the RIF pursuant to the Assignment and Assumption Agreement (to the extent such Liabilities have not already been paid and/or discharged prior to Closing). 7.2.2 Xxxxx agrees to offer continued employment at Closing to all employees of the Stations Acquired Company other than the Terminated Employees. Xxxxx agrees that Seller does it will not intend and will cause the Acquired Company not to retain after Closing. Buyer may interview and elect to hire such listed employees, but not terminate or materially alter the employment of any other employees employee or service provider of Seller. Buyer the Acquired Company for ninety (90) days following the date on which the RIF 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"), effectuated to the extent permitted by lawthat such termination would constitute a covered "employment loss" under the WARN Act. Notwithstanding the foregoing, Seller this Section 7.2.2 shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect not prohibit the Acquired Company from terminating an Acquired Company Employee due to such hired employeesemployee's misconduct or violation of any Law. 7.3 Post-Closing Publicity. Following the Closing, Seller no party shall be responsible for make any public disclosure or comment regarding the payment specific terms of all compensation and accrued employee benefits payable by it until Closing and thereafter this Agreement (including any reference to Purchase Price) or the transactions contemplated herein without the prior approval of 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" (or Seller, as defined in Section 3(1) and 3(2) of ERISAthe case may be, 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 approval shall not be excluded from coverage on account unreasonably withheld, conditioned or delayed, except as may be required by Law or by any Governmental Authority or the rules of any pre-existing condition) stock exchange or trading system or reasonably necessary to the extent provided enforce any rights 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 Sellerthis Agreement. Notwithstanding any other provision contained hereinthe foregoing, 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 (i) each party hereto shall be entitled to disclose or comment to any Person that a proration transaction has been consummated, and (ii) nothing herein shall preclude communications or disclosures necessary to implement the provisions of this Agreement, and Buyer, Seller and their respective Affiliates may make such disclosures as each may consider necessary in its favor order to satisfy their legal or contractual obligations to their lenders, equityholders, investors or other interested parties, or for any accrued vacation leave (but not accrued sick leave) assumed hereunder.general marketing purposes, without the prior written consent of Seller or Buyer, as the case may be. 7.4

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. Until the 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 contractsi) which are included will operate its business in the Station Contracts. With respect to employees hired by Buyer ordinary course, ("Transferred Employees")ii) will not, to without the extent permitted by lawprior written consent of Buyer, 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 consent shall not be excluded from unreasonably withheld, commit to any operation, or series of related operations other than ordinary operating activities, reasonably anticipated by Seller to require expenditures by the owner of the Assets in excess of $50,000, or terminate, materially amend, execute or extend any material agreements affecting the Assets, (iii) will maintain insurance coverage on account the Assets presently furnished by nonaffiliated third parties in the amounts and of the types presently in force, (iv) will use commercially reasonable efforts to maintain in full force and effect all Leases, (v) will maintain all material governmental permits and approvals affecting the Assets, (vi) will not transfer, farmout, sell, hypothecate, encumber or otherwise dispose of any pre-existing conditionmaterial Assets except for sales and dispositions of oil and gas production and Equipment made in the ordinary course of business consistent with past practices and (vii) will not commit to do any of the foregoing. Buyer’s approval of any action restricted by this Section 7.2 shall be considered granted within ten (10) days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Seller’s written notice) of Seller’s written notice to Buyer requesting such consent unless Buyer notifies Seller to the extent provided under contrary in writing during that period. In the event of an emergency, Seller may take such plansaction as a prudent operator would take and shall notify Buyer of such action promptly thereafter. For purposes In the event Seller makes expenditures in excess of $ 25,000 other than in accordance with this Section 7.2, the Purchase Price shall be reduced by the amount of any length and all such expenditures, irrespective of service requirementsamount. Seller will provide daily reports to buyer showing total lease gauged production volumes, waiting periodsindividual well tests and immediately notify buyer of any xxxxx that cease to produce. With buyer’s approval, vesting periods or differential benefits based on length of service in Seller will use best efforts to return any such plan for which such employees may be eligible after Closing, Buyer shall ensure xxxxx 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 cease 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 produce to producing status 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 soon 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 hereunderpossible.

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 MMA Buyer shall deliver promptly notify MMA of (i) any complaints from a governmental or regulatory authority or a self-regulatory body, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of any litigation that comes to Buyer a list of employees its attention with respect to Buyers which would, in any manner, challenge, prevent, alter or materially delay any of the Stations that Seller does not intend to retain after Closing. transactions contemplated hereby, and MMA 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 will keep MMA fully informed with respect to such hired employeesevents, Seller shall be responsible for (ii) any event which would cause or constitute a breach or default, or would have caused or constituted a breach or default had such event occurred or been known to Buyers prior to the payment date hereof, of all compensation and accrued employee benefits payable by it until Closing and thereafter any of the representations, warranties or covenants of Buyers or FBR contained in or referred to in this Agreement or any Schedule or Exhibit referred to in this Agreement, in which case MMA Buyer shall be responsible for all such obligations payable by itgive detailed written notice thereof to MMA and Buyers shall use their commercially reasonable efforts to prevent or promptly remedy the same, and (iii) the status of regulatory applications, third party consents, shareholder approvals and registration amendments required pursuant to Article VI or ---------- any application or notice to or filing with the OTS or other banking authority. MMA Buyer shall cause also provide to MMA prior to the filing all employees proposed applications and other documents and material responses that it hires intends to file with any Governmental Authority relating to any of the transactions contemplated by this Agreement, together with copies of any responses, comments, denials or approvals issued by any Governmental Authority promptly upon its receipt thereof. Notwithstanding the foregoing, nothing herein shall obligate MMA Buyer to provide to MMA any confidential information to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (filed or filed with the OTS or any other banking authority, such 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 MMA Buyer's business plan for coverage immediately after Closing (and shall not be excluded from coverage on account RTS or the financial or biographical information of any pre-existing condition) to the extent provided under such plans. For purposes management official or senior executive of MMA Buyer, FBR or 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 hereunderaffiliates.

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 Until the Closing, the Sellers will (and will cause the Operating Company and Stellar Propane to) during ordinary business hours and upon reasonable oral or written notice furnish Buyer and its Representatives with all financial, operating, engineering and other data and information concerning the Business, the General Partner Interest, the Limited Partner Interest and the Stellar Propane Interest as Buyer from time to time requests and will accord Buyer a list of employees and its Representatives access to the assets associated with the Business and the Sellers’, the Operating Company’s and Stellar Propane’s books, records, Contracts and Other Agreements and Documents and Other Papers (including Tax Returns filed and those in preparation) and will give such Persons the opportunity to ask questions of, and receive answers from, appropriate Representatives of the Stations that Seller does not intend to retain after Closing. Buyer may interview Sellers, the Operating Company 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 Stellar Propane with respect to employees hired by Buyer ("Transferred Employees")the General Partner Interest, to the extent permitted by lawLimited Partner Interest, Seller shall provide Buyer access to its personnel records the Stellar Propane Interest, the Business 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 participateassets associated with the Business; provided, however, that (A) any such activities must be conducted in a manner as not to interfere unreasonably with the operation of any of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries, (B) none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries are required to prepare special records, reports, analysis or other information that they do not prepare in the ordinary course of business, (C) none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries are required to take any action that would jeopardize the attorney-client privilege, (D) none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries is required to supply Buyer with any information that such entities are legally prohibited from supplying and (E) all such access must be coordinated through Jxxxxx X. Xxxxxxxxx and designees of the Sellers may, in the sole discretion of the Sellers, accompany the person or persons to whom access is provided as contemplated in this Section 7.1. No investigations by Buyer or its Representatives will reduce or otherwise affect the obligation or liability of the Sellers with respect to any representations, warranties, covenants or agreements made in this Agreement or in any other certificate, instrument, agreement or document executed and delivered in connection with this Agreement. Prior to the Closing Date, Buyer will not contact any vendors, suppliers, title and other insurance companies, employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall or other contracting parties of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries with respect to any aspect of the Business or the transactions contemplated by this Agreement, without the prior oral or written consent of Jxxxxx X. Xxxxxxxxx, on behalf of the Sellers, which consent will 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 hereunderunreasonably withheld.

Prior to Closing. Seller shall deliver Until the Closing, the Sellers will (and will cause the Operating Company and Stellar Propane to) during ordinary business hours and upon reasonable oral or written notice furnish Buyer and its Representatives with all financial, operating, engineering and other data and information concerning the Business, the General Partner Interest, the Limited Partner Interest and the Stellar Propane Interest as Buyer from time to time requests and will accord Buyer a list of employees and its Representatives access to the assets associated with the Business and the Sellers’, the Operating Company’s and Stellar Propane’s books, records, Contracts and Other Agreements and Documents and Other Papers (including Tax Returns filed and those in preparation) and will give such Persons the opportunity to ask questions of, and receive answers from, appropriate Representatives of the Stations that Seller does not intend to retain after Closing. Buyer may interview Sellers, the Operating Company 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 Stellar Propane with respect to employees hired by Buyer ("Transferred Employees")the General Partner Interest, to the extent permitted by lawLimited Partner Interest, Seller shall provide Buyer access to its personnel records the Stellar Propane Interest, the Business 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 participateassets associated with the Business; provided, however, that (A) any such activities must be conducted in a manner as not to interfere unreasonably with the operation of any of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries, (B) none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries are required to prepare special records, reports, analysis or other information that they do not prepare in the ordinary course of business, (C) none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries are required to take any action that would jeopardize the attorney-client privilege, (D) none of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries is required to supply Buyer with any information that such entities are legally prohibited from supplying and (E) all such access must be coordinated through Xxxxxx X. Xxxxxxxxx and designees of the Sellers may, in the sole discretion of the Sellers, accompany the person or persons to whom access is provided as contemplated in this Section 7.1. No investigations by Buyer or its Representatives will reduce or otherwise affect the obligation or liability of the Sellers with respect to any representations, warranties, covenants or agreements made in this Agreement or in any other certificate, instrument, agreement or document executed and delivered in connection with this Agreement. Prior to the Closing Date, Buyer will not contact any vendors, suppliers, title and other insurance companies, employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall or other contracting parties of the Sellers, the Operating Company, Stellar Propane or the Excluded Subsidiaries with respect to any aspect of the Business or the transactions contemplated by this Agreement, without the prior oral or written consent of Xxxxxx X. Xxxxxxxxx, on behalf of the Sellers, which consent will 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 hereunderunreasonably withheld.

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 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, 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. Until the Closing and pursuant to the terms and conditions of the Confidentiality Agreement executed by Seller and Buyer as of January 4, 2008 (“the CA”), the Seller will furnish the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives with all books, records, financial information, contracts, and other data and information concerning the Business, commitments, personnel and properties and facilities of the Seller as the Buyer shall deliver from time to time reasonably request and will afford the Buyer a list and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives reasonable access during normal business hours to the Seller’s offices, properties, books, records, financial information, contracts and documents (including Tax Returns filed and those in preparation) and will be given the opportunity to ask questions of, and receive answers from, representatives of the Seller with respect to the Business, the Transferred Assets and the other properties of the Seller (“the Inspection”). The Inspection shall not include the Facilities and the inspection of the Facilities shall be conducted as set out in the leases for the Facilities. All investigation on Seller's property or with 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 must be conducted in the Station Contracts. With respect to employees hired by Buyer presence of a Shareholder ("Transferred Employees"), to the extent permitted by law, Seller each Shareholder 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 use their good faith efforts to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (available 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 requested by Buyer) service or with a Shareholder's prior approval (not to be unreasonably withheld, delayed, denied or conditioned). No investigations by the Buyer or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of the Seller shall be deemed with respect to have been service any representations, warranties, covenants or agreements made herein or in any Exhibit, Schedule or other certificate, instrument, agreement or document, including the Disclosure Schedule, executed and delivered in connection with this Agreement. The Seller will cooperate with the Buyer. In additionBuyer and its employees, Buyer shall ensure officers, accountants, attorneys, agents and other authorized representatives in the preparation of any documents or other materials that each such employee receives credit under may be required by 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 hereunderGovernmental Entity.

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, 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. 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. 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. 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 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.

Prior to Closing. Seller shall, and shall deliver cause its Affiliates to, assign to Buyer a list of employees of the Stations that Company, all right, title, and interest in and to any Intellectual Property owned or held by the Seller does not intend or its Affiliates and either (i) relating to retain after Closing. Buyer may interview and elect to hire such listed employeesor including the “Spartech” name (including, but not limited to, any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts trademarks, trade names, and Domain Names) or (and assume Seller's obligations and liabilities under such employment contractsii) which are included used exclusively in the Station ContractsBusiness, including, without limitation, in each case, the right to xxx and recover damages and payments for past, present or future infringements or misappropriations thereof, and any and all corresponding rights that, now or hereafter, may be secured in any jurisdiction throughout the world. With respect to employees hired by Buyer ("Transferred Employees"), to To the extent permitted by lawnot completed prior to Closing, Seller shall provide Buyer access to its personnel records and complete the assignment of such other information as Buyer may reasonably request prior to Intellectual Property within 60 days following the Closing. With respect to such hired employees-40- NAI-1502820106v1 (c) Within sixty (60) days following the Closing, Seller shall be responsible for the payment of all compensation shall, 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 its Affiliates, to be eligible file a Certificate of Amendment (or equivalent name change amendment) with the appropriate Governmental Authority to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (change their names as defined set forth in Section 3(1) and 3(25.11‎(c) of ERISAthe Disclosure Schedule. (d) Seller will use reasonable best efforts to use up any inventory and materials incorporating the “Spartech” name, respectivelytrade names, or trademarks as soon as reasonably possible, and, in any event, will cease using any “Spartech” name, trade names or trademarks on fixed assets as soon as practicable and in any event within 180 days after the Closing. (e) The Seller may use the “Spartech” name, trade names or trademarks indefinitely for historical factual purposes and where such use constitutes “fair use.” Section 5.12. R&W Insurance Policy. Purchaser may elect to obtain a R&W Insurance Policy. If Purchaser elects to obtain a R&W Insurance Policy, the R&W Insurance Policy shall provide that the R&W Insurer shall have no right of subrogation against Seller or any of its respective Affiliates (except in which similarly situated employees are generally eligible the case of fraud), and the R&W Insurer has waived any such right of subrogation (except in the case of fraud). For the avoidance of doubt, (a) Purchaser obtaining of the R&W Insurance Policy is not a condition 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 conditionimpede or delay the Closing) and Purchaser shall remain obligated, subject only to the extent provided under such plans. For purposes satisfaction or waiver of any length of service requirementsthe conditions set forth in Article 8, waiting periods, vesting periods or differential benefits based on length of service to consummate the Transactions 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 accordance with the Buyer. In additionterms of this Agreement, Buyer and (b) Purchaser’s failure to obtain a R&W Insurance Policy shall ensure that each such employee receives credit in no way alter or diminish any of Purchaser’s obligations under this Agreement, and shall in no way alter or increase 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’s obligations hereunder, including with respect to indemnification pursuant to Article 10. 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 hereunder5.13.

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 plansterms of a capital repairs escrow agreement reasonably acceptable to Sellers and Buyer (the “Capital Repairs Escrow Agreement”). 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.b.)

Prior to Closing. Seller shall deliver receive Buyer’s written notice identifying encumbrances, defects or exceptions (“Defects”) which render title to the Property unsatisfactory to Buyer a list (the “Buyer Notice”). Subject to the last sentence 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 this clause (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"iii), Seller will have five (5) business days after receipt of such Buyer Notice (the “Cure Period”) to the extent permitted by lawuse commercially reasonable efforts to cure such Defects, or, if Buyer agrees in writing, Seller may use commercially reasonable efforts to obtain title insurance from the Title Company sufficient to insure against such Defects to Buyer’s satisfaction. If, within the Cure Period, Seller is unable to cure, eliminate or insure over such Defects, Buyer shall provide Buyer access have the option, to its personnel records and such other information as Buyer may reasonably request be exercised prior to Closing, to (A) work with Seller to reach a mutually agreeable resolution to address such uncured or uninsured Defects and proceed with this transaction, or (B) cancel and terminate this Agreement by written notice to Seller, and in such event neither Seller nor Buyer shall have any further obligation, liability or responsibility to each other under this Agreement, except as otherwise expressly provided in this Agreement. With respect to such hired employeesSuch termination shall also act as a termination of the Merger Agreement. The foregoing notwithstanding, Seller shall be responsible obligated, without the requirement for further notification, to pay in full on or before the Closing (1) any monetary obligation defects or encumbrances relating to the Property, (2) any mortgage or similar indebtedness relating to the Property, and (3) any mechanic’s lien, judgment lien or other similar lien encumbering the Property, provided such mechanic’s, judgment or similar liens are of a liquidated or ascertainable amount and readily curable by a 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 hereundermoney.

Prior to Closing. Seller Sellers shall deliver cause the Target to (i) give Buyer a list of employees and its authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Stations that Seller does not intend Target, (ii) permit Buyer to retain after Closing. Buyer may interview make such copies 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 inspections thereof as Buyer may reasonably request prior and (iii) cause the officers of the Target to Closing. With furnish Buyer with such financial and operating data and other information with respect to such hired employees, Seller shall be responsible for the payment business and properties of all compensation and accrued employee benefits payable by it until Closing and thereafter the Target as Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires may from time 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 participatetime reasonably request; provided, however, that all any such employees and their spouses and dependents access shall be eligible for coverage immediately after Closing (conducted at Buyer's expense, at a reasonable time, under the supervision of the Target's personnel and shall in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not be excluded from coverage on account to interfere with the normal operation of the business of the Target. Notwithstanding anything contained in this or any pre-existing condition) other agreement between Buyer and the Target executed prior to the extent provided under date hereof, nothing herein shall require either any Seller or Target to disclose any information to Buyer if such plans. For purposes disclosure would (i) jeopardize any attorney-client or other legal privilege, or (ii) contravene any applicable laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any length confidentiality agreement to which any Seller, Target or any of service requirementstheir respective Affiliates is a party) and, 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 case, Target gives Buyer notice of Buyer for any deductibles or cosuch non-payments paid by such employees disclosure. The provisions of the Confidentiality Agreement shall remain binding and dependents for in full force and effect until the current plan year under a plan maintained by SellerClosing. Notwithstanding any other provision The information contained herein, in the Disclosure Schedule or delivered to 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 or its authorized representatives pursuant hereto shall be entitled subject to a proration the Confidentiality Agreement (as "Confidential Information" (as defined, and subject to the exceptions contained, therein)) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. Buyer and Sellers shall cause their consultants, advisors and representatives to treat the terms of this Agreement after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in its favor for any accrued vacation leave (but not accrued sick leave) assumed hereunderthe opinion of legal counsel, by other requirements of law).

Prior to Closing. Seller MMA Buyer shall deliver promptly notify MMA of (i) any complaints from a governmental or regulatory authority or a self-regulatory body, investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of any litigation that comes to Buyer a list of employees its attention with respect to Buyers which would, in any manner, challenge, prevent, alter or materially delay any of the Stations that Seller does not intend to retain after Closing. transactions contemplated hereby, and MMA 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 will keep MMA fully informed with respect to such hired employeesevents, Seller shall be responsible for (ii) any event which would cause or constitute a breach or default, or would have caused or constituted a breach or default had such event occurred or been known to Buyers prior to the payment date hereof, of all compensation and accrued employee benefits payable by it until Closing and thereafter any of the representations, warranties or covenants of Buyers or FBR contained in or referred to in this Agreement or any Schedule or Exhibit referred to in this Agreement, in which case MMA Buyer shall be responsible for all such obligations payable by itgive detailed written notice thereof to MMA and Buyers shall use their commercially reasonable efforts to prevent or promptly remedy the same, and (iii) the status of regulatory applications, third party consents, shareholder approvals and registration amendments required pursuant to Article VI or any application or notice to or filing with the OTS or other banking authority. MMA Buyer shall cause also provide to MMA prior to the filing all employees proposed applications and other documents and material responses that it hires intends to file with any Governmental Authority relating to any of the transactions contemplated by this Agreement, together with copies of any responses, comments, denials or approvals issued by any Governmental Authority promptly upon its receipt thereof. Notwithstanding the foregoing, nothing herein shall obligate MMA Buyer to provide to MMA any confidential information to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (filed or filed with the OTS or any other banking authority, such 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 MMA Buyer's business plan for coverage immediately after Closing (and shall not be excluded from coverage on account RTS or the financial or biographical information of any pre-existing condition) to the extent provided under such plans. For purposes management official or senior executive of MMA Buyer, FBR or 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 hereunderaffiliates.

Prior to Closing. Seller Buyer shall deliver to Buyer a list of employees have fully examined and inspected the Property and shall have become thoroughly familiar with the condition, status and usability 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 Sellersame. Buyer is obligated willing to hire and shall accept the Property "AS IS, WHERE IS" "WITH ALL FAULTS" on the date of the Closing, subject only those employees that are under employment contracts (to the express representations and assume Seller's obligations and liabilities under such employment contracts) which are included warranties made by Seller in this Agreement and/or in the Station Contracts. With respect to employees hired by Buyer closing documents, and except for such express representations and warranties ("Transferred Employees"), to the extent permitted by law, Seller which shall provide Buyer access to its personnel records and such other information survive Closing 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 3.2of this Agreement), Buyer shall be entitled to a proration does hereby waive and release Seller, Seller's agents, employees, officers, directors and stockholders of and from any and all claims, demands, liabilities and obligations of whatsoever kind of nature, direct or indirect, and whether contingent, conditional or otherwise, known or unknown, arising under, pursuant to, from or by reason of or in its favor for connection with, any accrued vacation leave and all federal, state and local laws (including but not accrued sick leave) assumed hereunderlimited to decisional law), statutes, ordinances, rules, regulations, permits, or standards and all Environmental Laws (all of the foregoing being herein referred to collectively as "Applicable Laws"). EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES TO BUYER WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE CONDITION OR COMPLIANCE OF THE PROPERTY WITH RESPECT TO ANY LAWS GOVERNING ENVIRONMENTAL PROTECTION, POLLUTION CONTROL OR LAND USE OR OTHERWISE CONCERNING THE PROPERTY OR THE FITNESS, MERCHANTABILITY, USE OR CONDITION OF THE PROPERTY OR ANY MATTERS RELATED TO THE SUBJECT TRANSACTION OR THE PROPERTY. This section shall expressly survive the Closing.