Common use of Union Agreements Clause in Contracts

Union Agreements. (a) Purchaser has been informed that Seller is or is obligated to become a signatory to the 1999 Commercial Building Agreement between Local 32B-32J Service Employees International Union, AFL-CIO and The Realty Advisory Board on Labor Relations, Inc. (collectively, the "Union Agreement"). On the Closing, Purchaser shall assume any and all obligations of Seller under the Union Agreements accruing from and after Closing and Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, wages or wage supplements incurred by Seller pursuant to the Union Agreement or otherwise in connection with the sale of the Premises, arising from Purchaser's failure or refusal either to hire the employees previously employed at the Premises or to adopt and assume the Union Agreement. With respect to withdrawal liability, as the term is used under the Multi-Employer Pension Plan Amendments Act of 1980 (the "Act"), Purchaser shall indemnify and hold Seller free and harmless from and against all such withdrawal liability whether accruing prior to, at or after the date of Closing. In addition, Purchaser agrees within a reasonable time following the Closing that it shall post a bond in an amount or place into escrow such sum of money with the Building Service 32B-J Pension (the "Fund"), as may be required by the Act or the Union Agreement with respect to any obligations accruing from and after the Closing date. Seller shall and does hereby agree to indemnify, defend and hold Purchaser harmless from and against any and all liability, claims, actions, damages, judgments, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, accruing under the Union Agreement prior to the Closing Date. Purchaser shall and does hereby agree to indemnify, defend and hold Seller harmless from and against any and all liability, claims, actions, damages, judgments, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, accruing under the Union Agreements on and after the Closing Date or arising out of a claim that Purchaser has failed to comply with any obligations arising from and after the Closing date under the Union Agreements. (b) Purchaser acknowledges that there are no non-union employees at the Building and Seller presently employees certain union members to manage and operate the Building (collectively, the "Union Employees"). Schedules E-1 and E-2 annexed hereto contain a list of such Union Employees. (c) The provisions of this Article 31 shall survive the Closing.

Union Agreements. (a) Purchaser has been informed that Seller is or is obligated to become a signatory to the 1999 Commercial Building Agreement between Local 32B-32J Service Employees International Union, AFL-CIO and The Realty Advisory Board on Labor Relations, Inc. (collectively, the "Union Agreement"). On Purchaser hereby shall acquire the Closing, Purchaser shall assume any and all obligations Premises subject to the existence of Seller under the Union Agreements accruing from and after Closing Agreement, and Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, wages or wage supplements incurred by Seller pursuant to the Union Agreement or otherwise in connection with the sale of the Premises, arising from Purchaser's failure or refusal either to hire the employees previously employed at the Premises or to adopt and assume the Union Agreement. With respect to withdrawal liability, as the term is used under the Multi-Employer Pension Plan Amendments Act of 1980 (the "Act"), Purchaser shall indemnify and hold Seller free and harmless from and against all such withdrawal liability whether accruing prior to, at or after the date of Closing. In addition, Purchaser agrees within a reasonable time following the Closing that it shall post a bond in an amount or place into escrow such sum of money with the Building Service 32B-J Pension (the "Fund"), as may be required by the Act or the Union Agreement with Agreement. (b) With respect to the Union Agreement, (i) Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any obligations accruing and all claims, costs, debts, damages, fees, including without limitation reasonable legal fees, wages or wage supplements incurred by Seller arising out of any default on the part of Purchaser to perform the covenants, terms and conditions thereof to be performed thereunder by Purchaser from and after the Closing date. and (ii) Seller shall and does hereby agree agrees to indemnify, defend indemnify and hold Purchaser harmless Purchaser, its constituent members , employees, agents, representatives and affiliates, from and against any and all liability, claims, actionscosts, debts, damages, judgmentsfees, penaltiesincluding without limitation reasonable legal fees, costs wages or wage supplements incurred by Purchaser arising out of any default on the part of Seller to perform the covenants, terms and expenses, including, without limitation, reasonable attorneys' fees and expenses, accruing under the Union Agreement conditions thereof to be performed thereunder by Seller prior to the Closing Date. Purchaser shall and does hereby agree to indemnify, defend and hold Seller harmless from and against any and all liability, claims, actions, damages, judgments, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, accruing under the Union Agreements on and after the Closing Date or arising out of a claim that Purchaser has failed to comply with any obligations arising from and after the Closing date under the Union Agreements. (b) Purchaser acknowledges that there are no non-union employees at the Building and Seller presently employees certain union members to manage and operate the Building (collectively, the "Union Employees"). Schedules E-1 and E-2 annexed hereto contain a list of such Union EmployeesClosing. (c) In connection with the indemnities given by Purchaser under this Article 31, at Closing Purchaser shall deliver to Seller an unconditional, irrevocable, clean letter of credit from a New York Clearinghouse Bank in an amount equal to the liquidated damages provisions of the Union Agreement applicable to the sale of the Premises without complying with the terms of the Union Agreement, it being agreed that the failure to deliver such letter of credit in the appropriate form and amount shall be deemed to be a material default hereunder, entitling Seller to terminate this Contract and to retain the Deposit as liquidated damages. Notwithstanding the foregoing, at Purchaser's option, in lieu of the delivery of the letter of credit, Purchaser may elect to assume the Union Agreement, in which event at Closing Purchaser shall accept the assignment of the Union Agreement, the provisions of Section 31(a) above shall continue to apply and Purchaser shall not be in default by reason of failing to deliver the letter of credit. (d) The provisions of this Article 31 shall survive the Closing.

Union Agreements. (a) Purchaser has been informed that Seller is or is obligated to become a signatory to the 1999 Commercial Building Agreement between Local 32B-32J Service Employees International Union, AFL-CIO and The Realty Advisory Board on Labor Relations, Inc. (collectively, the "Union Agreement"). On the Closing, Purchaser or Purchaser's designee (so long as such designee is a Permitted Purchaser Entity) shall assume any and all obligations of Seller under the Union Agreements Agreement accruing from and after Closing and Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, wages or wage supplements incurred by Seller pursuant to the Union Agreement or otherwise in connection with the sale of the Premises, arising from Purchaser's or such designee's failure or refusal either to hire the employees previously employed at the Premises or to adopt and assume the Union Agreement. With respect to withdrawal liability, as the term is used under the Multi-Employer Pension Plan Amendments Act of 1980 (the "Act"), (i) Purchaser shall indemnify and hold Seller free and harmless from and against all such withdrawal liability whether accruing prior to, as a result of occurrences at or after the date Closing and (ii) Seller shall indemnify and hold Purchaser free and harmless from and against all such withdrawal liability accruing as a result of occurrences prior to the Closing. In addition, Purchaser agrees within a reasonable time following the Closing that it shall post a bond in an amount or place into escrow such sum of money with the Building Service 32B-J Pension . (the "Fund"), as may be required by the Act or b) With respect to the Union Agreement with respect Agreement, (i) Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any obligations accruing and all claims, costs, debts, damages, fees, including without limitation reasonable legal fees, wages or wage supplements incurred by Seller arising out of any default on the part of Purchaser to perform the covenants, terms and conditions thereof to be performed thereunder by Purchaser from and after the Closing date. and (ii) Seller shall and does hereby agree agrees to indemnify, defend indemnify and hold Purchaser harmless Purchaser, its constituent partners, employees, agents, representatives and affiliates, from and against any and all liability, claims, actionscosts, debts, damages, judgmentsfees, penaltiesincluding without limitation reasonable legal fees, costs wages or wage supplements incurred by Purchaser arising out of any default on the part of Seller to perform the covenants, terms and expenses, including, without limitation, reasonable attorneys' fees and expenses, accruing under the Union Agreement conditions thereof to be performed thereunder by Seller prior to the Closing Date. Purchaser shall and does hereby agree to indemnify, defend and hold Seller harmless from and against any and all liability, claims, actions, damages, judgments, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, accruing under the Union Agreements on and after the Closing Date or arising out of a claim that Purchaser has failed to comply with any obligations arising from and after the Closing date under the Union Agreements. (b) Purchaser acknowledges that there are no non-union employees at the Building and Seller presently employees certain union members to manage and operate the Building (collectively, the "Union Employees"). Schedules E-1 and E-2 annexed hereto contain a list of such Union Employees. (c) The provisions of this Article 31 shall survive the Closing.

Union Agreements. (a) Purchaser has been informed Buyer acknowledges that Seller the Property is or is obligated to become a signatory to covered by the 1999 Commercial Building Industry Wide Agreement between Local 32B-32J Service Employees International Unionthe New York Hotel & Motel Trades Council, AFL-CIO CIO, (the “Union”) and The Realty Advisory Board on Labor Relationsthe Hotel Association of New York City, Inc. Inc, effective as of July 1, 2006, as amended by that certain Me Too Agreement between the Union and Seller and Manager, dated as of August 1, 2007 (collectively, the "“Union Agreement"”). On Buyer shall on the Closing, Purchaser shall assume any Closing Date cause Replacement Manager to offer employment to and hire all obligations of Seller under the Union Agreements accruing from and after Closing and Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, wages or wage supplements incurred by Seller pursuant to the Union Agreement or otherwise in connection with the sale of the PremisesEmployees on their existing terms and conditions of employment (including, arising from Purchaser's failure or refusal either but not limited to, existing seniority, compensation and benefits) and cause Replacement Manager to hire the employees previously employed at the Premises or to adopt and assume the Union Agreement. With respect to withdrawal liability, as the term is used under the Multi-Employer Pension Plan Amendments Act of 1980 (the "Act"), Purchaser Buyer shall indemnify and hold Seller free and harmless from and against all such withdrawal liability whether accruing prior use commercially reasonable efforts to, at or after Closing, provide Seller with a true and complete copy of the executed agreement between Replacement Manager and the Union which effectuates Replacement Manager’s obligation to assume the Union Agreement and to employ all unionized Employees under their then current terms and conditions of employment as of the date of the Closing. In additionthe event that Buyer sells the Property during the term of the Union Agreement, Purchaser agrees within a reasonable time following Buyer shall require the Closing that it shall post a bond in an amount or place into escrow such sum purchaser of money with the Building Service 32B-J Pension (Property and/or the "Fund"), as may be required purchaser’s manager to offer employment to and hire all of the employees then covered by the Act or the Union Agreement with respect on their existing terms and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause the purchaser and/or purchaser’s manager to any obligations accruing from and assume the Union Agreement. Promptly after the Closing date. Effective Date, but in any case, no less than ten (10) Business Days prior to the Closing, Seller shall and does hereby agree give the Union written notice of the execution of this Agreement. (b) Buyer agrees to indemnify, defend and hold Purchaser Seller and Manager free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses, expenses (including, without limitation, reasonable attorneys' ’ fees and expenses, accruing disbursements including those in connection with enforcing this indemnity) first arising under the Union Agreement prior to on and after the Closing DateDate (including, but not limited to, any liability as a result of the Worker Adjustment and Retraining Notification Act). Purchaser shall and does hereby agree Without limiting the general application of the preceding sentence, it is specifically agreed that Buyer agrees to indemnify, defend and hold free and harmless Seller and Manager from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity), arising out of a failure by either Buyer or Replacement Manager to adopt the Union Agreement or offer employment to all Employees subject to the Union Agreement under the terms and conditions applicable to them immediately prior to the closing; and (y) with respect to any severance or termination pay or any pension plan withdrawal liability arising as a result of the transaction covered by this Agreement or of any sale or change in ownership or management of the Property. Seller agrees to indemnify, defend and hold Buyer (and Replacement Manager) free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses, expenses (including, without limitation, reasonable attorneys' ’ fees and expenses, accruing disbursements including in connection with enforcing this indemnity) first arising under the Union Agreements on and after Agreement before the Closing Date or Date, but specifically excluding any pension plan withdrawal liability arising out as a result of a claim that Purchaser has failed the transaction covered by this Agreement for the period January 1996 to comply with any obligations arising from and after the Closing date Date. The obligations and undertaking of Buyer under the Union Agreements. (b) Purchaser acknowledges that there this Section 7.6 are no non-union employees at the Building and a special inducement to Seller presently employees certain union members to manage and operate the Building (collectively, the "Union Employees")enter into this Agreement without which Seller would not enter into this Agreement. Schedules E-1 and E-2 annexed hereto contain a list of such Union Employees. (c) The provisions of this Article 31 Section 7.6 shall survive the Closing.