Employment with Purchaser. Purchaser agrees to offer employment immediately after the Closing to all Employees who, immediately prior to the Closing, are employed in the Business. Such offer of employment shall require that each such Employee accept Purchaser's normal employment practices in advance of or contemporaneously with the commencement of such Employee's employment by Purchaser and shall include provision for compensation which, with respect to each such Employee, is substantially comparable to the Employee's compensation (as explicitly set forth in Exhibit 5.23) in effect for such Employee as of the Closing Date. Those Employees who accept employment with Purchaser on such terms and conditions are hereinafter referred to as the "Transferred Employees." Purchaser may create and may change the conditions of employment of any Transferred Employee after the Closing Date; provided, however, that for at least one year following the Closing Date, Purchaser will use its reasonable efforts to offer to the Transferred Employees benefit plans substantially equivalent to the Employee Benefit Plans disclosed in Exhibit 5.24 and in effect immediately prior to the Closing. The Company and the Shareholders, jointly and severally, shall indemnify Purchaser, in the manner and subject to the limitations set forth in Article 13, from and against any and all employment-related claims of Transferred Employees (including claims for employment benefits) based on events or circumstances occurring on or before the Closing Date, except to the extent that such liabilities are accrued on the Closing Date Balance Sheet. Purchaser shall indemnify the Company, in the manner and subject to the limitations set forth in Article 13, from and against any and all employment-related claims of Transferred Employees (including severance claims by Transferred Employees actually severed by Purchaser at any time after the Closing) based on events or circumstances occurring after the Closing Date. Until the fifth anniversary of the Closing Date, the Company and the Shareholders shall not, directly or indirectly, solicit or offer employment to, or hire, any Transferred Employee (i) who is then an employee of Purchaser or (ii) who has terminated such employment without the consent of Purchaser within one year of such solicitation or offer.
Employment with Purchaser. Purchaser shall within four (4) business days after the date hereof offer employment unconditionally, effective as of the Closing Date to those Employees who are employed on the Closing Date, including any Employee who is on an approved leave of absence as described on Exhibit 6.2. Employees shall have five (5) business days to consider the offers made to them. Employees who accept Purchaser's offer of employment (the "Transferred Employees") shall become employees of Purchaser effective at the Closing Date or, if later, on their date of return to work from the approved leave of absence, and as of the applicable date shall no longer be employees of Seller or its subsidiary or affiliated entities. Effective upon the applicable date of employment of each Transferred Employee, Purchaser shall have sole responsibility for the payment of all wages, overtime, sick pay, taxes, withholdings, and employee benefits with respect to the Transferred Employees. Nothing contained in this Agreement shall be construed as a guaranty to Purchaser that any number of the Employees will accept offers of employment with Purchaser or as a representation or warranty regarding the skill level or performance of any of the Employees.
Employment with Purchaser
