Non-Solicitation (a) Seller agrees that following the Closing for the applicable periods and in the geographic locations set forth on Schedule 4.4(a), none of Seller or any of its Affiliates will, without the prior written consent of Purchaser, solicit to employ or hire (whether as an officer, employee or consultant or other independent contractor) any Transferred Business Employee with an annual base salary in excess of $100,000; provided, however, that the restrictions of this Section 4.4(a) shall not apply (i) to any general advertisement or any search firm engagement which, in any such case, is not directed or focused on any such Transferred Business Employee and any resultant hiring, (ii) the hiring of any such Transferred Business Employee who directly or indirectly contacts Seller or its Affiliates of her or his own accord or (iii) the solicitation or hiring of any such Transferred Business Employee whose employment by or term in office with Purchaser or its Affiliates is terminated prior to the date of the applicable solicitation. (b) Purchaser agrees that following the Closing for the applicable periods and in the geographic locations set forth on Schedule 4.4(b), none of Purchaser or any of its Affiliates will, without the prior written consent of Seller, solicit to employ or hire (whether as an officer, employee or consultant or other independent contractor) any employee of Seller or any of its Affiliates (i) to whom Purchaser or any of its Affiliates were introduced or with whom they otherwise had contact in connection with their evaluation of the Transaction or (ii) with an annual base salary in excess of $100,000 (other than any Transferred Business Employee); provided, however, that the restrictions of this Section 4.4(b) shall not apply (x) to any general advertisement or any search firm engagement which, in any such case, is not directed or focused on any such employee and any resultant hiring, (y) to the hiring of any such employee who directly or indirectly contacts Purchaser or its Affiliates of her or his own accord, or (z) to the solicitation or hiring of any such employee whose employment by or term in office with Seller or its Affiliates is terminated prior to the date of the applicable solicitation.