Common use of Employee Claims Clause in Contracts

Employee Claims. Management Company shall pay from its own funds, and not from Gross Revenues, for any Employee Claim and for the defense of any Employee Claim which is proven to have arisen as the result of: (i) a clear, substantial, and continuing violation of the standards of responsible labor relations as generally practiced by prudent owners or operators of similar hotel properties in the general geographic area of the Hotel, and (ii) action or inaction that is not the isolated act of individual employees, but rather is a direct result of corporate policies of Management Company which either encourage or fail to discourage such conduct. In addition, Management Company shall indemnify, defend, and hold harmless the TRS from and against any fines or judgments arising out of such conduct, and all litigation expenses (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Any dispute between TRS and Management Company as to whether or not certain conduct by Management Company is not in accordance with the aforesaid standards shall be resolved by arbitration. Notwithstanding anything to the contrary in this Agreement, Management Company shall not be deemed to be in breach of any provision of this Agreement or liable for any Employee Claim by reason of any act or omission of any Hotel Employee unless such act or omission resulted directly from the actions described in clause (i) or (ii) in this Section 14.03.

Employee Claims. Management Company shall pay from its own funds, and not from Gross Revenues, for any Employee Claim and for the defense of any Employee Claim which is proven to have arisen as the result of: (i) a clear, substantial, and continuing violation of the standards of responsible labor relations as generally practiced by prudent owners or operators of similar hotel properties in the general geographic area of the Hotel, and (ii) action or inaction that is not the isolated act of individual employees, but rather is a direct result of corporate policies of Management Company which either encourage or fail to discourage such conduct. In addition, Management Company shall indemnify, defend, and hold harmless the TRS Owner from and against any fines or judgments arising out of such conduct, and all litigation expenses (including reasonable attorneys’ fees and expenses) incurred in connection therewith. Any dispute between TRS Owner and Management Company as to whether or not certain conduct by Management Company is not in accordance with the aforesaid standards shall be resolved by arbitration. Notwithstanding anything to the contrary in this Agreement, Management Company shall not be deemed to be in breach of any provision of this Agreement or liable for any Employee Claim by reason of any act or omission of any Hotel Employee unless such act or omission resulted directly from the actions described in clause (i) or (ii) in this Section 14.03.