Common use of Employment Obligations Clause in Contracts

Employment Obligations. (a) Buyer, in its sole discretion, may offer employment, as of the Closing Date or a later date, to any such Employees on terms and conditions determined by Buyer in its sole discretion. Sellers shall provide Buyer reasonable access to the Employees and, to the extent permitted by applicable Law, such information regarding such Employee as is contained in Sellers’ personnel records, for purposes of permitting Buyer to determine which Employees to offer to employ. Each Employee who accepts Buyer’s offer of employment and actually commences employment with Buyer is referred to herein as a “Transferred Employee”. Except to the extent otherwise expressly agreed in writing by an authorized officer of Buyer, Transferred Employees will be at-will employees who are terminable at-will in the discretion of Buyer; provided that Buyer shall not terminate any Transferred Employees in such a manner that causes Seller or its Affiliates to be subject to the notification requirements or other obligations arising under the United States Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local law (collectively, the “WARN Act”). Buyer and Seller shall cooperate with respect to Seller’s termination of employees and Buyer’s hiring of employees so that neither party has any liability under the WARN Act in connection therewith. Nothing express or implied in this Agreement will confer upon any Employee any rights or remedies, including any right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by any reason of this Agreement. Without limiting the foregoing, Seller shall not cause Buyer or its Affiliates to be subject to the notification requirements or other obligations arising under WARN Act. In the event Seller fails to comply with the obligations under this paragraph, Seller shall be responsible for all obligations, damages, fines or penalties arising under the National Labor Relations Act, COBRA, the WARN Act or any applicable state Laws and with respect to any employees of Seller or its Affiliates, and Seller shall indemnify, defend, and hold the Buyer, Parent and their respective Affiliates, assignees and successors free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) arising out of or resulting from the same.

Employment Obligations. (a) BuyerBuyer and Seller acknowledge that employees of the Property are the employees of Manager and not of Seller, in its sole discretionand that Buyer and Seller have no right to cause the termination of such employees. In no event shall either Buyer or Seller take any action as to such employees of Manager that would create or cause any liability to the other party. Without limitation on the generality of the foregoing, may offer employmentBuyer covenants to Seller that, from and after the Closing, a sufficient number of the employees of the Property shall be offered continued employment at the Property on substantially the same terms and conditions as of their employment prior to the Closing Date or and for a later date, sufficient period of time so that the actions of the parties pursuant to any such Employees on terms and conditions determined by Buyer in its sole discretion. Sellers shall provide Buyer reasonable access to the Employees and, to the extent permitted by applicable Law, such information regarding such Employee as is contained in Sellers’ personnel records, for purposes of permitting Buyer to determine which Employees to offer to employ. Each Employee who accepts Buyer’s offer of employment and actually commences employment with Buyer is referred to herein as a “Transferred Employee”. Except to the extent otherwise expressly agreed in writing by an authorized officer of Buyer, Transferred Employees will be at-will employees who are terminable at-will in the discretion of Buyer; provided that Buyer this Agreement shall not terminate any Transferred Employees in such a manner that causes Seller or its Affiliates to be subject to trigger the notification requirements or other obligations arising under application of the United States Worker Adjustment and Retraining Notification Act, as amended, or any similar state or local law Act (collectively, the “WARN Act”)) or any applicable Law. Buyer and Seller shall cooperate with respect to Seller’s termination of employees and Buyer’s hiring of employees so that neither party has any liability under the WARN Act in connection therewith. Nothing express or implied in this Agreement will confer upon any Employee any rights or remedies, including any right to employment, or continued employment for any specified period, of any nature or kind whatsoever under or by any reason of this Agreement. Without limiting the foregoing, Seller shall not cause If Buyer or its Affiliates Manager elects not to be subject to the notification requirements retain or other obligations arising under WARN Act. In the event Seller fails to comply with the obligations under this paragraphrehire such employees, Seller Buyer shall be responsible for all obligations, damagesif any, fines or penalties arising under with respect to such terminated employees under, pursuant to, and in accordance with the National Labor Relations Act, COBRA, provisions of the WARN Act or any and applicable state Laws and with respect to any employees of Seller or its Affiliates, Law. Buyer and Seller expect Manager to retain or rehire a sufficient amount of the existing employees, so that Seller will not be required to give any notices that would otherwise be required under the WARN Act prior to the termination of employees. Buyer shall indemnify, defendsave, defend and hold the BuyerSeller Parties harmless for, Parent and their respective Affiliates, assignees and successors free and harmless from and against any and all Liabilities (including reasonable attorneys’ ' fees, expenses and disbursements) arising out of or under the WARN Act and applicable Law resulting from any termination by Buyer of employees of the sameProperty at any time on or after the Closing Date. Seller shall indemnify, save, defend and hold the Buyer Parties harmless for, from and against any and all Liabilities (including reasonable attorneys' fees, expenses and disbursements) under the WARN Act and applicable Law resulting from any termination by Seller of employees of the Property at any time prior to the Closing Date. The provisions of this Section 8.2.2 shall survive the Closing.