Common use of Hotel Employees Clause in Contracts

Hotel Employees. Seller agrees that Buyer will in no ---------------- way be liable for any employees, or for any employment agreements or union contracts with respect to employees, working at the Hotel (the "Hotel Employees"), other than termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee. In particular, Seller will not, and will not authorize the Manager to, between the date hereof and the date of Closing, enter into any employment or union contracts or agreements that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") on or after the Closing. None of Buyer, Lessee and New Manager will be obligated to pay any amount to or on behalf of any Hotel Employees for any period prior to Closing. None of Buyer, Lessee and New Manager shall have any liability (accrued or unaccrued) under any pension, welfare or profit sharing plan that Seller or Manager or any other party may have established with respect to any Hotel Employees. Seller shall pay at Closing all accrued (whether earned or unearned) salaries, wages, bonuses, profit-sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, pension, profit sharing, 401K, retirement plan and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (the "New Employer"), and for all liabilities of whatever kind with respect to all Hotel Employees who are not employed by the New Employer (except as specifically set forth in this Section with respect to (i) termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters as to which Buyer has agreed to indemnify Seller). Without limiting the generality of the foregoing, Seller shall be responsible for all obligations under group health plan continuation coverage rules under part 6 of Title I of ERISA and

Hotel Employees. Purchaser acknowledges that all employees at the Property are the employees of Seller’s hotel manager, Renaissance Hotel Operating Company, a Delaware corporation (“Manager”). Manager operates the Property pursuant to that certain Management Agreement by and between Seller agrees and Manager, dated as of June 23, 2005, as amended by that Buyer will certain First Amendment to Management Agreement, dated as of September 26, 2006, that certain Side Letter dated as of September 26, 2006, that certain Subordination, Non-Disturbance and Attornment Agreement by and between Greenwich Capital Financial Products, Inc., as “Mortgagee”, Greenwich Capital Financial Products, Inc., as “Mezzanine Lender”, Seller and Manager dated as of April 9, 2007, that certain Notice of Change of Address dated March 1, 2012, that certain Lender Payment Direction Letter dated March 28, 2012 and that certain Amendment to Management Agreement by and between Seller and Manager dated July 1, 2012 (as amended, the “Management Agreement”). Purchaser acknowledges that it intends to continue to engage Manager as its property manager pursuant to the Management Agreement or, if required by Manager in no ---------------- way be liable for accordance with the Management Agreement, pursuant to a new management agreement (a “New Management Agreement”) between Purchaser and Manager on the terms and conditions of the Management Agreement except that the initial term and any employeesrenewal term(s) of any such New Management Agreement shall consist only of the balance of the initial term and renewal term(s) remaining under the Management Agreement at the time of execution of such New Management Agreement. Neither the Purchaser, Manager, any successor manager of the Property of Purchaser, nor any other new employer of record of the employees at the Property, shall, at any time within the 90-day period after the Closing Date, effectuate a “plant closing,” “mass layoff” or similar triggering event as those terms are defined in the Worker Adjustment and Retraining Notification Act (WARN), Public Law 100-379 (29 U.S.C. 2101, et seq.) (“WARN”), or for any employment agreements similar state or local law, without complying with all provisions of WARN or any similar state or local law or applicable union contracts. The Purchaser shall indemnify, defend and hold harmless the Seller from any claim, liability, cost or expense (including reasonable attorneys’ fees) to the extent relating to WARN or any similar state or local law or any applicable union contracts with respect to employees, working at the Hotel (the "Hotel Employees"), other than termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee. In particular, Seller will not, and will not authorize the Manager to, between the date hereof and the date of Closing, enter into any employment or union contracts or agreements that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") on or after the Closing. None of Buyer, Lessee and New Manager will be obligated to pay any amount to or on behalf of any Hotel Employees for any period prior to Closing. None of Buyer, Lessee and New Manager shall have any liability (accrued or unaccrued) under any pension, welfare or profit sharing plan that Seller or Manager or any other party may have established with respect to any Hotel Employees. Seller shall pay at Closing all accrued (whether earned or unearned) salaries, wages, bonuses, profit-sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, pension, profit sharing, 401K, retirement plan and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (relating to the "New Employer"), and for all liabilities consummation of whatever kind with respect to all Hotel Employees who are not employed by the New Employer (except as specifically transactions contemplated herein. The provisions in this Section 4.5 shall survive the Closing set forth in this Section with respect to (i) termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters as to which Buyer has agreed to indemnify Seller). Without limiting the generality of the foregoing, Seller shall be responsible for all obligations under group health plan continuation coverage rules under part 6 of Title I of ERISA andAgreement.

Hotel Employees. (a) Seller agrees shall terminate or arrange for the termination of all Hotel Employees to be effective as of the Closing and shall pay (i) to Hotel Employees all wages, severance pay, bonuses, benefits and other compensation (including earned or accrued but not taken vacation and sick time of any Hotel Employee (the “Accrued Vacation and Sick Time”)) and (ii) all payroll taxes and other employment taxes that Buyer will in no ---------------- way any Hotel Employee is owed through termination, pursuant to statute or contract. Purchaser covenants to Seller that Purchaser or its management company shall, before the Closing, offer employment (to be liable effective as of the Closing) to a sufficient number of Hotel Employees on substantially the same terms and conditions as their employment prior to the Closing Date and for any employees, a sufficient period of time so that the actions of the parties pursuant to this Agreement shall not trigger the application of the federal Worker Adjustment and Retraining Notification Act (the “WARN Act”) or for any employment agreements or union contracts applicable state laws with respect to employeesemployees regarding transfers of businesses. Nothing in this Section, working at the Hotel (the "Hotel Employees")however, other than termination or severance payments, if any, due shall require Purchaser to a Hotel Employee arising solely as a result of a termination of such Hotel Employee. In particular, Seller will not, and will not authorize the Manager to, between the date hereof and the date of Closing, enter into any employment or union contracts or agreements that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") on or after the Closing. None of Buyer, Lessee and New Manager will be obligated to pay any amount to or on behalf of any Hotel Employees retain for any period prior of time any Hotel Employee who is unable to Closingestablish identity and work authorization for employment verification, who does not pass a criminal background check or who fails to pass any drug test requirement of Purchaser. None It is further agreed, that nothing within this Section shall prohibit the Purchaser from terminating any rehired Hotel Employee for cause in accordance with the WARN Act and its implementing regulations. In addition, no part of Buyerthis provision is intended to alter, Lessee and New Manager shall have any liability (accrued or unaccrued) under any pensionnor does it alter, welfare or profit sharing plan that Seller or Manager or any other party may have established with respect to any the at will status of the Hotel Employees. Seller will use commercially reasonable efforts to cause an orderly transfer of the Hotel Employees to the employ of Purchaser. Seller shall pay at Closing all accrued (whether earned or unearned) salaries, wages, bonuses, profit-sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, pension, profit sharing, 401K, retirement plan and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (the "New Employer"), and remain fully responsible for all liabilities of whatever kind with respect liability and obligations to all the any Hotel Employees who are not employed rehired by the New Employer (except as specifically set forth Purchaser and to Hotel Employees who do not accept Purchaser’s offer of employment. No Hotel Employee shall be obligated to accept Purchaser’s or its management company’s offer for employment. Nothing in this Section with respect Agreement shall require Purchaser to (i) termination assume any obligations under any employee benefit plans, programs or severance paymentsarrangements currently maintained for Hotel Employees, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters as to which Buyer has agreed to indemnify Seller). Without limiting the generality of the foregoing, Seller shall retain and be solely responsible for all obligations under group health plan continuation coverage rules under part 6 of Title I of ERISA andsuch plans, programs or arrangements.

Hotel Employees. Immediately prior to Closing, Seller agrees that Buyer will in no ---------------- way be liable for any employees, or for any employment agreements or union contracts with respect to employees, working at the shall terminate all Hotel (the "Hotel Employees"), other than termination or severance paymentsemployees of Seller, if any, due and cause Seller’s Manager to a terminate all Hotel Employee arising solely as a result employees of a Seller’s Manager. Except for the Xxxxxxx Employment Agreement, Buyer shall have no obligation to re-hire (or cause its manager to re-hire) such employees and shall not have any liability with respect to the termination of such employees; provided, however, that Buyer agrees that it shall offer employment (or cause its manager to offer employment) to a sufficient number of Hotel Employeeemployees such that Seller shall not incur any liability under the Worker’s Adjustment and Retraining Notification Act, 29 U.S.C. Sections 2201, et. In particularseq., Seller will not, and will not authorize the Manager to, between the date hereof and the date of Closing, enter into any employment or union contracts or agreements that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by similar state or local plant closing law (collectively, “WARN Acts”), if applicable Prior to the Lessee Closing Date, Buyer (or its manager) shall deliver written notice to manage those Hotel employees it wishes to re-hire stating that Buyer (or its manager) is continuing to employ such Hotel employee following the Hotel Closing Date. During the thirty ("New Manager"30) on or after the Closing. None of Buyer, Lessee and New Manager will be obligated to pay any amount to or on behalf of any Hotel Employees for any day period prior to Closing. None , Buyer may interview Seller’s employees concerning continued employment following the transfer of Buyerthe Hotel and transition matters related thereto, Lessee provided that Buyer shall give Seller reasonable advance notice thereof and New Manager Seller shall have the right to have a representative present during any liability (accrued or unaccrued) under any pensionsuch interview but the interview may be conducted notwithstanding the failure of a Seller’s representative to be present. Anything in this Agreement to the contrary notwithstanding, welfare or profit sharing plan that Seller or Manager or any other party may have established with respect to any Hotel Employees. Seller shall pay at Closing all accrued (whether earned or unearned) salariesBuyer agrees, wages, bonuses, profit-sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, pension, profit sharing, 401K, retirement plan and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date Closing, at Buyer’s sole expense, to comply with all applicable obligations, provisions and requirements, if any, of the Consolidated Omnibus Budget Reconciliation Act of 1986, as same may have been or may be amended, and all rules and regulations relating thereto (the "New Employer"collectively, “COBRA”) in connection with all Hotel employees terminated by Seller pursuant to this provision, including, without limitation, all obligations to offer insurance to terminated employees. Buyer and Buyer’s Principals, jointly and severally, shall protect, defend (with counsel reasonably acceptable to Seller), indemnify, and for hold harmless Seller and the other Seller Parties from and against any and all liabilities liabilities, actions, suits, mechanics’ liens, judgments, losses, costs, damages, expenses (including, without limitation, reasonable attorneys’ fees and expenses), claims and demands of whatever kind with respect to all Hotel Employees who are not employed any nature whatsoever suffered or incurred by the New Employer (except as specifically set forth or made against Seller and/or such other Seller Parties, arising out of or in this Section with respect any way relating to (i) termination or severance paymentsany failure by Buyer to perform its obligations under this Section 11.7, if anyincluding, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee and without limitation, in connection with COBRA, and/or (ii) matters as any decision by Buyer to which hire or rehire, or not to hire or rehire, any employees at the Hotel, or any action by Buyer has agreed in connection with such decision to indemnify Seller)hire, rehire, or not to hire or rehire, including, without limitation, any liability or obligation Seller my incur in connection with the WARN Act. Without limiting This Section 11.7 shall survive the generality Closing or earlier termination of the foregoing, Seller shall be responsible for all obligations under group health plan continuation coverage rules under part 6 of Title I of ERISA andthis Agreement.

Hotel Employees. Seller agrees The Sellers agree that Buyer will in ---------------- no ---------------- way be liable for any employees, or for any employment agreements or union contracts with respect to employees, working at the Hotel Hotels (the "Hotel Employees"), other than termination or severance payments, if any, due to a Hotel Employee at AGH Hotels arising solely as a result of a termination of such Hotel Employee. In particular, Seller the Sellers will not, and will not authorize the any Manager to, between the date hereof and the date of Closing, enter into any employment or union contracts or agreements that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") on or after the Closing. None of Buyer, Lessee and New Manager will be obligated to pay any amount to or on behalf of any Hotel Employees for any period prior to Closing. None of Buyer, Lessee and New Manager shall have any liability (accrued or unaccrued) under any pension, welfare or profit sharing plan that any Seller or Manager or any other party may have established with respect to any Hotel Employees. Seller Sellers shall pay at Closing all accrued (whether earned or unearned) salaries, wages, bonuses, profit-sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, pension, profit sharing, 401K, retirement plan and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (the "New Employer"), and for all liabilities of whatever kind with respect to all Hotel Employees who are not employed by the New Employer (except as specifically set forth in this Section with respect to (i) termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters as to which Buyer has agreed to indemnify Seller). Without limiting the generality of the foregoing, Seller shall be responsible for all obligations under group health plan continuation coverage rules under part 6 of Title I of ERISA andthe

Hotel Employees. Seller agrees Sellers represent, warrant and covenant to --------------- Purchaser that Buyer Purchaser will in no ---------------- way be liable for any employees, or for any employment agreements or union contracts with respect to employees, employees working at or for the Hotel (the "Hotel Employees"), other than termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee. In particular, Seller will not, and will not authorize neither the Manager toPartnership nor the Partnership's Managing Agent will, between the date hereof and the date of Closing, enter into any new employment or union contracts or agreements or hire any new employees that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") Partnership on or after the Closing. None of Buyer, Lessee and New Manager Purchaser will not be obligated to pay any amount to or on behalf of any Hotel Employees for any period prior to ClosingEmployees. None of Buyer, Lessee and New Manager Purchaser shall not have any liability (accrued or unaccrued) under any pension, welfare pension or profit sharing plan that Seller the Partnership or Manager the Partnership's Managing Agent or any other party may have established with respect to any the Hotel or the Hotel Employees. Seller Sellers shall pay at Closing be and remain liable for all accrued (whether earned or unearned) salaries, wages, bonuses, profit-sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, pension, profit sharing, 401K, and retirement plan plan, and insurance and other benefits through the day preceding the Closing Date of all employees of the Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (the "New Employer"), Purchaser and for all liabilities of whatever kind (including without limitation those arising under COBRA) with respect to all employees of the Hotel Employees who are not employed by the New Employer (except as specifically set forth in this Section Purchaser. Sellers hereby indemnify, defend and save harmless Purchaser with respect to (i) termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters as to which Buyer has agreed to indemnify Seller). Without limiting the generality of the foregoing. Sellers shall cause the Partnership's Managing Agent to terminate the Hotel employees effective as of 11:59 p.m. on the day before the Closing Date (it being understood that if for any reason the Closing does not occur, Seller such termination shall be deemed to be rescinded ab initio) and to pay to such --------- employees all amounts owed to such employees including amounts owed on account of accrued and unpaid benefits including vacation pay and sick leave. Purchaser shall cause all such employees to be immediately rehired effective as of 12:01 A.M. on the Closing Date (it being understood that if for any reason the Closing does not occur, such rehiring shall be deemed void ab initio) upon such terms as --------- Purchaser (or such other person or entity who may be responsible for the rehiring) may elect if and so long as such different terms do not result in a violation of, or cause the applicability of, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. (S) 2101 et. seq. (the "WARN Act") and -- --- Purchaser shall be responsible for all employee obligations in respect of the rehired employees accruing from and after such rehiring; provided that Purchaser may elect not to so rehire a maximum of 49 of such employees that are not "part- time" employees (as defined in the WARN Act). Each of Sellers hereby agree that none of the Sellers shall induce or cause any Hotel Employee to be hired by any of the Sellers or any of their respective affiliates. Each of Sellers and Purchaser shall indemnify and hold the other harmless from and against any loss, cost, expense (including reasonable attorneys' fees and disbursements actually incurred), damage or liability any such party may suffer by reason of the other's default under group health plan continuation coverage rules under part 6 of Title I of ERISA andthis Section.

Hotel Employees. Seller agrees and Purchaser agree that Buyer will in no ---------------- way be liable for any employees, or for any employment agreements or union contracts Purchaser shall --------------- assume all employee-related obligations accruing after the Closing Date with respect to employees, employees working at or for the Hotel (the "Hotel EmployeesHOTEL EMPLOYEES")) whom --------------- Purchaser elects to rehire and Seller shall be responsible for making payment to Purchaser, other than termination or severance payments, if any, due to a Hotel Employee arising solely as a result closing apportionment, of a termination all sums due Hotel Employees if all of such Hotel Employee. In particularEmployees were terminated as of the Closing Date and, in connection therewith, Seller will not, shall be and will not authorize the Manager to, between the date hereof and the date of Closing, enter into any employment or union contracts or agreements that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") on or after the Closing. None of Buyer, Lessee and New Manager will be obligated to pay any amount to or on behalf of any Hotel Employees remain liable for any period prior to Closing. None of Buyer, Lessee and New Manager shall have any liability (accrued or unaccrued) under any pension, welfare or profit sharing plan that Seller or Manager or any other party may have established with respect to any Hotel Employees. Seller shall pay at Closing all accrued (whether earned or unearned) salaries, wages, bonuses, profit-sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, pension, profit sharing, 401K, and retirement plan plan, and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever Purchaser. Seller hereby indemnifies, defends and saves harmless Purchaser with respect to the foregoing. Seller shall terminate or cause its managing agent to terminate the Hotel Employees effective as of Buyer, Lessee or New Manager shall be 11:59 p.m. on the employer from and after day before the Closing Date (it being understood that if for any reason the Closing does not occur, such termination shall be deemed to be rescinded ab initio) and to pay to such --------- employees all amounts owed to such employees including amounts owed on account of accrued and unpaid benefits including vacation pay and sick leave. Purchaser shall cause all of those Hotel Employees it desires to hire to be immediately rehired effective as of 12:01 A.M. on the Closing Date (it being understood that if for any reason the Closing does not occur, such rehiring shall be deemed void ab initio) upon such terms as Purchaser (or such other person or entity who may --------- be responsible for the rehiring) may elect, provided that the failure to hire less than all of the Hotel Employees and the hiring of Hotel Employees on different terms does not result in a violation of, or cause the applicability of, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. (S) 2101 et. seq. (the "New EmployerWARN ACT"), ) and for all liabilities of whatever kind with respect to all Hotel Employees who are not employed by the New Employer (except as specifically set forth in this Section with respect to (i) termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters as to which Buyer has agreed to indemnify Seller). Without limiting the generality of the foregoing, Seller Purchaser shall be responsible for all employee -- --- -------- obligations in respect of the rehired Hotel Employees accruing from and after such rehiring. Seller hereby agrees that neither it nor its managing agent shall induce or cause any Hotel Employee to be hired by any affiliate of the Seller or its managing agent. Each of Seller and Purchaser shall indemnify and hold the other harmless from and against any loss, cost, expense (including reasonable attorneys' fees and disbursements actually incurred), damage or liability any such party may suffer by reason of the other's default under group health plan continuation coverage rules under part 6 of Title I of ERISA andthis Section.

Hotel Employees. Seller agrees represents, warrants and covenants to --------------- Purchaser that Buyer Purchaser will in no ---------------- way be liable for any employees, or for any employment agreements or union contracts with respect to employees, working at or for the Hotel prior to the Closing Date and during Seller's period of ownership of the Hotel (the "Hotel Employees"), other than termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee. In particular, neither Seller will not, and will not authorize the Manager tonor Seller's managing agent will, between the date hereof and the date of Closing, enter into any new written employment or union contracts or similar agreements with respect to any employee of the Hotel that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") Purchaser on or after the Closing. None of Buyer, Lessee and New Manager Purchaser will not be obligated to pay any amount to or on behalf of any Hotel Employees for any period prior to Closingexcept upon their rehiring by Purchaser or an agent or tenant of Purchaser. None of Buyer, Lessee and New Manager Purchaser shall not have any liability (accrued or unaccrued) under any pension, welfare pension or profit sharing plan that Seller or Manager Seller's managing agent or any other party (other than Purchaser's own plans or that of its agents or tenants) may have established with respect to any the Hotel or the Hotel Employees. Seller shall pay at Closing be and remain liable for all accrued (whether earned or unearned) salaries, wages, bonuses, profit-profit- sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, savings pension, profit sharing, 401K, and retirement plan plan, and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (the "New Employer")Purchaser, and for all liabilities of whatever kind with respect to all Hotel Employees who are not employed by the New Employer (except as specifically set forth in this Section Purchaser. Seller hereby indemnities, defends and saves harmless Purchaser with respect to the foregoing. Seller shall terminate or cause its managing agent to terminate the Hotel Employees effective as of 11:59 P.M. on the day before the Closing Date (iit being understood that if for any reason the Closing does not occur, such termination shall be deemed to be rescinded ab initio) termination and shall pay to such employees all amounts owed to such --------- employees including amounts owed on account of vested accrued and unpaid benefits including vested vacation pay and vested sick leave. Purchaser shall cause all of those Hotel Employees it desires to hire to be immediately rehired effective as of 12:01 A.M. on the Closing Date (it being understood that if for any reason the Closing does not occur, such rehiring shall be deemed void ab -- initio) ------ upon such terms as Purchaser (or severance paymentssuch other person or entity who may be responsible for the rehiring) may elect. Notwithstanding anything stated herein to the contrary, if any, due Purchaser shall endeavor to rehire a sufficient number of Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters Employees so as to which Buyer has agreed to indemnify Selleravoid a violation of, or cause the applicability of, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. (S) 2101 et seq. -- ---- (the "WARN Act"), and Purchaser hereby indemnifies, defends and saves harmless Seller for all costs and expenses (including attorneys' fees) caused by a WARN Act violation in the control of or reasonably avoidable by Purchaser. Without limiting the generality of the foregoing, Seller Purchaser shall be responsible for all employee obligations in respect of the rehired Hotel Employees arising from and after such rehiring. Seller hereby agrees that neither it nor its managing agent shall induce or solicit any Hotel Employee to be hired by any affiliate of the Seller or its managing agent but specifically excluding Xxxxxxx X. Xxxxx and any Hotel Employee whom Purchaser decides not to hire as of 12:01 A.M. on the Closing Date. Each of Seller and Purchaser shall indemnify and hold the other harmless from and against any loss, cost, expense (including reasonable attorneys' fees and disbursements actually incurred), damage or liability any such party may suffer by reason of the other's default under group health plan continuation coverage rules under part 6 of Title I of ERISA andthis Section.

Hotel Employees. Seller agrees represents, warrants and covenants to --------------- Purchaser that Buyer Purchaser will in no ---------------- way be liable for any employees, or for any employment agreements or union contracts with respect to employees, working at or for the Hotel prior to the Closing Date and during Seller's period of ownership of the Hotel (the "Hotel Employees"), other than termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee. In particular, neither Seller will not, and will not authorize the Manager tonor Seller's managing agent will, between the date hereof and the date of Closing, enter into any new written employment or union contracts or similar agreements with respect to any employee of the Hotel that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") Purchaser on or after the Closing. None of Buyer, Lessee and New Manager Purchaser will not be obligated to pay any amount to or on behalf of any Hotel Employees for any period prior to Closingexcept upon their rehiring by Purchaser or an agent or tenant of Purchaser. None of Buyer, Lessee and New Manager Purchaser shall not have any liability (accrued or unaccrued) under any pension, welfare pension or profit sharing plan that Seller or Manager Seller's managing agent or any other party (other than Purchaser's own plans or that of its agents or tenants) may have established with respect to any the Hotel or the Hotel Employees. Seller shall pay at Closing be and remain liable for all accrued (whether earned or unearned) salaries, wages, bonuses, profit-profit- sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, savings pension, profit sharing, 401K, and retirement plan plan, and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (the "New Employer")Purchaser, and for all liabilities of whatever kind with respect to all Hotel Employees who are not employed by the New Employer (except as specifically set forth in this Section Purchaser. Seller hereby indemnities, defends and saves harmless Purchaser with respect to the foregoing. Seller shall terminate or cause its managing agent to terminate the Hotel Employees effective as of 11:59 P.M. on the day before the Closing Date (iit being understood that if for any reason the Closing does not occur, such termination shall be deemed to be rescinded ab initio) termination and shall pay to such employees all amounts owed to such --------- employees including amounts owed on account of vested accrued and unpaid benefits including vested vacation pay and vested sick leave. Purchaser shall cause all of those Hotel Employees it desires to hire to be immediately rehired effective as of 12:01 A.M. on the Closing Date (it being understood that if for any reason the Closing does not occur, such rehiring shall be deemed void ab -- initio) upon such terms as Purchaser (or severance paymentssuch other person or entity who may be ------ responsible for the rehiring) may elect. Notwithstanding anything stated herein to the contrary, if any, due Purchaser shall endeavor to rehire a sufficient number of Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters Employees so as to which Buyer has agreed to indemnify Selleravoid a violation of, or cause the applicability of, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. (S) 2101 et seq. -- ---- (the "WARN Act"), and Purchaser hereby indemnifies, defends and saves harmless Seller for all costs and expenses (including attorneys' fees) caused by a WARN Act violation in the control of or reasonably avoidable by Purchaser. Without limiting the generality of the foregoing, Seller Purchaser shall be responsible for all employee obligations in respect of the rehired Hotel Employees arising from and after such rehiring. Seller hereby agrees that neither it nor its managing agent shall induce or solicit any Hotel Employee to be hired by any affiliate of the Seller or its managing agent but specifically excluding Xxxxxxx X. Xxxxx and any Hotel Employee whom Purchaser decides not to hire as of 12:01 A.M. on the Closing Date. Each of Seller and Purchaser shall indemnify and hold the other harmless from and against any loss, cost, expense (including reasonable attorneys' fees and disbursements actually incurred), damage or liability any such party may suffer by reason of the other's default under group health plan continuation coverage rules under part 6 of Title I of ERISA andthis Section.

Hotel Employees. Seller agrees represents, warrants and covenants to --------------- Purchaser that Buyer Purchaser will in no ---------------- way be liable for any employees, or for any employment agreements or union contracts with respect to employees, working at or for the Hotel prior to the Closing Date and during Seller's period of ownership of the Hotel (the "Hotel Employees"), other than termination or severance payments, if any, due to a Hotel Employee arising solely as a result of a termination of such Hotel Employee. In particular, neither Seller will not, and will not authorize the Manager tonor Seller's managing agent will, between the date hereof and the date of Closing, enter into any new written employment or union contracts or similar agreements with respect to any employee of the Hotel that will be binding on Buyer, the entity to which Buyer leases the Hotel ("Lessee") or any manager retained by the Lessee to manage the Hotel ("New Manager") Purchaser on or after the Closing. None of Buyer, Lessee and New Manager Purchaser will not be obligated to pay any amount to or on behalf of any Hotel Employees for any period prior to Closingexcept upon their rehiring by Purchaser or an agent or tenant of Purchaser. None of Buyer, Lessee and New Manager Purchaser shall not have any liability (accrued or unaccrued) under any pension, welfare pension or profit sharing plan that Seller or Manager Seller's managing agent or any other party (other than Purchaser's own plans or that of its agents or tenants) may have established with respect to any the Hotel or the Hotel Employees. Seller shall pay at Closing be and remain liable for all accrued (whether earned or unearned) salaries, wages, bonuses, profit-profit- sharing, and other compensation, vacation, sick leave, worker's compensation, and welfare benefits, deferred compensation, savings, savings pension, profit sharing, 401K, and retirement plan plan, and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by whichever of Buyer, Lessee or New Manager shall be the employer from and after the Closing Date (the "New Employer")Purchaser, and for all liabilities of whatever kind with respect to all Hotel Employees who are not employed by the New Employer (except as specifically set forth in this Section Purchaser. Seller hereby indemnities, defends and saves harmless Purchaser with respect to the foregoing. Seller shall terminate or cause its managing agent to terminate the Hotel Employees effective as of 11:59 p.m. on the day before the Closing Date (iit being understood that if for any reason the Closing does not occur, such termination shall be deemed to be rescinded ab initio) termination and shall pay to such --------- employees all amounts owed to such employees including amounts owed on account of vested accrued and unpaid benefits including vested vacation pay and vested sick leave. Purchaser shall cause all of those Hotel Employees it desires to hire to be immediately rehired effective as of 12:01 a.m. on the Closing Date (it being understood that if for any reason the Closing does not occur, such rehiring shall be deemed void ab initio) upon such terms as Purchaser (or severance paymentssuch -- ------ other person or entity who may be responsible for the rehiring) may elect. Notwithstanding anything stated herein to the contrary, if any, due Purchaser shall endeavor to rehire a sufficient number of Hotel Employee arising solely as a result of a termination of such Hotel Employee and (ii) matters Employees so as to which Buyer has agreed to indemnify Selleravoid a violation of, or cause the applicability of, the Worker Adjustment and Retraining Notification Act, 29 U.S.C. (S) 2101 et seq. (the "WARN Act"), and Purchaser hereby -- ---- indemnifies, defends and saves harmless Seller for all costs and expenses (including attorneys' fees) caused by a WARN Act violation in the control of or reasonably avoidable by Purchaser. Without limiting the generality of the foregoing, Seller Purchaser shall be responsible for all employee obligations in respect of the rehired Hotel Employees arising from and after such rehiring. Seller hereby agrees that neither it nor its managing agent shall induce or solicit any Hotel Employee to be hired by any affiliate of the Seller or its managing agent but specifically excluding Xxxxxxx X. Xxxxx and any Hotel Employee whom Purchaser decides not to hire as of 12:01 a.m. on the Closing Date. Each of Seller and Purchaser shall indemnify and hold the other harmless from and against any loss, cost, expense (including reasonable attorneys' fees and disbursements actually incurred), damage or liability any such party may suffer by reason of the other's default under group health plan continuation coverage rules under part 6 of Title I of ERISA andthis Section.