2.2.  Transfer of Employees

If it is subsequently agreed or determined that there are persons presently employed by the Authority, [or any existing third party contractor to the Authority] whose contracts of employment do have effect after the [Services Commencement Date] as if originally made between those persons and the Contractor or the relevant Sub-Contractor (the "Transferring Staff") then:

2.2.1.  the Authority shall within twenty (20) Business Days of the date on which it was so agreed or determined have the opportunity to offer a position as an employee of the Authority to some or all of the Transferring Staff;

2.2.2.  the Contractor shall procure that no person to whom a position has been offered in accordance with paragraph 2.2.1 shall be dismissed by reason of redundancy until the period for acceptance of the offer has expired and the person in question has not accepted the offer;

2.2.3.  subject to paragraph 2.2.1 and paragraph 2.2, the Contractor or any Sub-Contractor shall be entitled to dismiss any or all of the Transferring Staff by reason of redundancy;

2.2.4.  the Contractor shall, and shall procure that any Sub-Contractor shall, carry out, in the required manner, any obligation to consult with the Transferring Staff, or any of them or their respective representatives, and shall use all reasonable endeavours to mitigate the amount of any Employee Costs payable in respect of the Transferring Staff or their dismissal.

Provided that the Contractor and any Sub-Contractor complies with its/their obligations under paragraphs 2.2.1, 2.2.2, 2.2.3 and 2.2.4 any Employee Costs reasonably incurred by the Contractor (or by a relevant Sub-Contractor) shall be indemnified by the Authority.  The Authority shall also indemnify the Contractor against any Direct Losses reasonably incurred by the Contractor (or by a relevant Sub-Contractor) where such Direct Losses arise as a result of any act, fault or omission of the Authority occurring prior to the [Services Commencement Date] and relating to claims made against the Contractor (or any relevant Sub-Contractor) by any Transferring Staff.