Form Apa - Asset Purchase Agreement Page 26
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records or other information that may be relevant to such return, audit or examination,
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proceeding or determination, and (c) each provide the other with any final determination
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of any such audit or examination, proceeding, or determination that affects any amount
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required to be shown on any tax return of the other for any period. Without limiting the
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generality of the foregoing or of Section 9.4, Buyer and Seller shall each retain, until the
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applicable statutes of limitations (including any extensions of which a party holding the
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following has notice) have expired, copies of all tax returns, supporting work schedules,
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and other records or information that may be relevant to such returns for all tax periods or
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portions thereof ending on or before the Closing Date and shall notify the other prior to
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destroying any such records; provided, however, that failure to provide such notification
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shall not constitute a basis for any liability or claim for damages by the other party
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hereto.
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9.2
Offers of Employment
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Upon the terms and subject to the conditions contained herein, effective as of the
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Closing Date, Buyer shall offer to hire all of the employees of Seller dedicated to the
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Business, except the individuals listed on Schedule 9.2, in the same capacity in which
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they were employed by, or performing services for, Seller prior to the Closing Date,
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including all such employees who are either actively at work, or on vacation, short-term
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disability, disability covered by workers compensation or approved leave. Such
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employees who accept such offers of employment are referred to herein as the
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"Transferred Employees." In addition, with respect to any of the Transferred Employees
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who are not actively at work as of the Closing Date due to a disability covered by
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workers' compensation, Buyer shall allow such Transferred Employees to return to active
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work when released for return to work by their medical examiners. Following the
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Closing Date, Buyer shall continue the salaries or wage payments to all of the
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Transferred Employees, at no less than the levels of such salaries or wages currently paid
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to them by Seller, during their continued employment with Buyer, until such salaries or
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wages are changed by Buyer in the ordinary course of business, but in no event shall the
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level of such salaries or wages be decreased (nor shall any of the Transferred Employees
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be terminated except for cause) prior to ________ after the Closing Date. Buyer shall
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indemnify, and hold Seller harmless from, any Liabilities or expenses which Seller may
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incur which arise from or relate to the termination by Buyer after the Closing Date of any
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of the Transferred Employees.
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9.3
Employee Plans
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(a)
Definitions
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The terms defined in Section 4.16 hereof shall have the same meanings
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whenever they are used in this Section 9.3. In addition, the following terms shall have
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the following meanings whenever used in this Section 9.3 or other related provision of
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this document.
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(i)
"Covered Person" shall mean each Transferred
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Employee, and each dependent or qualified beneficiary of a Transferred Employee, who
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