Employment Offers. Each offer of employment by Purchaser or its Affiliates to a Company Employee or to an Additional Available Employee shall be made in writing on or before October 7, 2005 and shall be consistent with the provisions of this Section 6.9 and shall remain open until October 14, 2005. As soon as practicable after Closing, but no later than October 14, 2005, Purchaser shall notify Seller as to each Company Employee and each Additional Available Employee who has accepted employment with the Purchaser... or its Affiliates, and each Company Employee and each Additional Available Employee who has rejected or not responded to an offer of such employment. Purchaser shall indemnify and hold harmless Seller and its Affiliates with respect to all Losses relating to or arising out of the employee selection and employment offer process described in the preceding provisions of this Section 6.9 (including any claim of discrimination or other illegality in such selection and offer process). The transfer of employment of each Transferred Employee shall be effective, in each case, as of October 15, 2005, except that if a Transferred Employee accepts employment after such date, then the transfer of employment shall be effective as of the day after the date the first payroll payment is due from Purchaser to such employee; provided, however, that in all cases all direct or indirect costs and expenses for compensation, benefits, taxes and all Losses (including any Losses associated with any health or welfare plan benefits) and all other direct or indirect costs relating to or arising out of the employment of each such Transferred Employee shall be allocated as of the Effective Date. For the avoidance of doubt, the agreement and intention of the parties is that Seller and its Affiliates shall pay (or reimburse Purchaser and its Affiliates for) all direct and indirect costs, expenses, taxes and Losses relating to or arising out of the employment of each Transferred Employee prior to the Effective Date, and Purchaser and its Affiliates shall pay (or reimburse Seller and its Affiliates for) all direct and indirect costs, expenses, taxes and Losses relating to or arising out of the employment of each Transferred Employee from and after the Effective Date.View More
