Common use of Employee Claims Clause in Contracts

Employee Claims. Purchaser shall hold harmless, indemnify and defend Seller, Operating Lessee and Manager and their Affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller, Operating Lessee or Manager or any Affiliate thereof with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by Hotel Employees to the extent arising out of or related to any act, failure to act, any transaction or any facts or circumstances (i) occurring on or after the Closing Date, or (ii) undertaken or caused by Purchaser in connection with Closing, including, without limitation (A) the termination of such Hotel Employees; (B) any and all liability under the WARN Act, including, without limitation, any and all liability caused by the failure of Purchaser to rehire a sufficient number of Hotel Employees or the termination of such employees as provided in Section 6.6; (C) the failure of Purchaser to comply with the provisions of any collective bargaining agreement; (D) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily-approved leave of absence at the time of Closing; (E) any alleged discrimination, breach of contract or other wrongful termination (under federal statutes, state statutes or common law); (F) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund; and (G) all costs and expenses associated with salary, wages, bonuses, profit sharing, pension, health and welfare benefits, employee severance payments and other compensation and fringe benefits that are earned but unpaid as of the Closing Date and which are assumed by Purchaser at the Closing and sick leave and vacation pay accrued or earned all of which shall be assumed by Purchaser as provided in Section 7.6 hereof. The provisions of this Section 6.7 shall survive the Closing.

Employee Claims. (a) Purchaser shall hold harmless, indemnify and defend Seller, Operating Lessee and Manager and their Affiliates from and against any and all actual out-of-pocket claims, causes of action, proceedings, judgments, actual damages (excluding special, consequential, punitive, exemplary, and speculative damages, unless actually payable by Seller to a third party), penalties, liabilities, actual out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller, Operating Lessee or Manager or any Affiliate thereof with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by or on behalf of Hotel Employees to the extent arising out of or related to under any actcontract (including, failure to actwithout limitation, any transaction obligations under the Collective Bargaining Agreement, all of which Purchaser or any facts its manager shall assume at Closing) or circumstances (i) occurring statute accruing and arising on or after the Closing Date, or (ii) undertaken or caused by Purchaser in connection with Closing, including, without limitation (A) the termination of such Hotel Employees; (B) any and all liability under the WARN Act, including, without limitation, any and all liability caused by the failure of Purchaser to rehire a sufficient number of Hotel Employees or the termination of such employees as provided in Section 6.6; (C) the failure of Purchaser to comply with the provisions of any collective bargaining agreement; (D) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily-approved leave of absence at the time of Closing; (E) any alleged discrimination, breach of contract or other wrongful termination (under federal statutes, state statutes or common law); (F) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund; and (G) all costs and expenses associated with salaryany claims for employee benefit contributions, wages, bonuses, profit sharing, pension, health and welfare benefits, employee severance payments and other compensation and fringe benefits that are earned vacation pay or sick pay which is accrued but unpaid as of the Closing Date and which are assumed by Purchaser at has agreed to pay pursuant to the Closing and sick leave and vacation pay accrued or earned all of which shall be assumed by Purchaser as provided in terms Section 7.6 hereof. . (b) Seller shall hold harmless, indemnify and defend Purchaser and its Affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Purchaser or any Affiliate thereof with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by or on behalf of Hotel Employees under any contract (including, without limitation, any obligations under the Collective Bargaining Agreement) or statute accruing or arising prior to the Closing Date, including, without limitation (A) the termination of such Hotel Employees; (B) any and all liability under the WARN Act; (C) the failure of Seller, Operating Lessee or Manager or their Affiliates to comply with the provisions of any collective bargaining agreement; (D) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily-approved leave of absence at the time of Closing; (E) any alleged discrimination, breach of contract or other wrongful termination (under federal statutes, state statutes or common law); (F) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund (collectively, “Employment Claims”); and (G) any claims for employee benefit contributions, vacation pay or sick pay which were accrued and due to be paid prior the Closing Date. (c) The provisions of this Section 6.7 6.5 shall survive the Closing.

Employee Claims. Under no circumstances shall Purchaser assume or be obligated to pay, and the Transferred Assets shall not be or become liable for or subject to, any claims of the Business Employees (or any other Person who has performed or is performing services for the Motion Businesses) arising from or relating to facts, circumstances or events occurring or existing on or prior to the Closing Date or otherwise in connection with their employment or engagement by a Motion Company or any of their respective Affiliates, including but not limited to any claims or Liabilities related to employment practices, COBRA (except that Purchaser shall hold harmless, indemnify and defend Seller, Operating Lessee and Manager provide for the COBRA coverage of Business Employees and their Affiliates from and against eligible dependents who are “M&A qualified beneficiaries” (within the meaning of 26 (CFR 54.4980B-9) in connection with the transactions contemplated by this Agreement for the applicable statutory period under any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred relevant Purchaser group health plan in effect during such period; provided that Purchaser shall be entitled to indemnification by Seller, Operating Lessee or Manager or any Affiliate thereof Lender with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by Hotel Employees to the extent arising out of or related to any act, failure to act, any transaction or any facts or circumstances (i) occurring on or after the Closing Date, or (ii) undertaken or caused by Purchaser Liabilities incurred in connection with Closingproviding such coverage pursuant to Section 14.2), includingequal employment opportunity, without limitation (A) the termination of such Hotel Employees; (B) any and all liability under the WARN Actnondiscrimination, includingharassment, without limitation, any and all liability caused by the failure of Purchaser to rehire a sufficient number of Hotel Employees or the termination of such employees as provided in Section 6.6; (C) the failure of Purchaser to comply with the provisions of any collective bargaining agreement; (D) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily-approved leave of absence at the time of Closing; (E) any alleged discriminationwrongful termination, breach of contract contract, immigration, wage and hour Laws, any other state, federal or local labor and employment Laws, Liability under WARN, salaries, vacations, sick pay, incentives, severance pay or other wrongful termination (under federal statutes, state statutes or common law); (F) any alleged right to workers’ compensation severance benefits, unemployment compensation or statutory or contractual severancecash-out of paid time off, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund; and (G) all costs and expenses associated with salarybonus, wagescommissions, bonusesovertime, meal period, pension, profit sharing, pension, health retirement and/or deferred compensation and welfare benefits, employee severance payments and any other compensation and fringe or benefits that are earned other than claims for accrued but unpaid unused paid time off as of the Closing Date and in respect of Current Business Employees who become Hired Employees (the “Employee Claims”), which are assumed by Purchaser at the Closing and sick leave and vacation pay accrued or earned all of which Employee Claims shall be assumed by and remain the Liability, responsibility and obligations of Motion Companies; provided that if, notwithstanding the foregoing, Purchaser or any of its Affiliates incurs any Liability with respect to an Employee Claim due to the application of applicable Law, Purchaser shall have a right to indemnification pursuant to Section 14.2. Notwithstanding the foregoing, Purchaser agrees to (i) provide $97,125 in cash to Motion to allow it to pay fifty percent (50%) of the March Commissions/Bonuses due to Current Business Employees as provided in Section 7.6 hereof. The provisions 2.5 of this Section 6.7 shall survive the ClosingMotion Companies Disclosure Schedules, and (ii) cooperate with Motion and provide the necessary funds for the Motion Companies to process a stub period payroll run relating to April 16, 2015 with respect to compensation for services provided on such date by any Current Business Employees.

Employee Claims. Wyndham (jointly and severally) and Owner (severally) shall hold harmless, indemnify and defend or cause to be indemnified and defended Purchaser, Purchaser’s manager and their Affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Purchaser, Purchaser’s manager and their Affiliates with respect to claims, causes of action, judgments, damages, penalties and liabilities related to (A) any Benefit Plan, Employee Plan or Employment Agreement, (B) the Collective Bargaining Agreements to the extent related to, or arising out of, any period before the Closing, except as provided in Section 6.16 of this Agreement, or (C) any individual formerly employed at a Hotel (other than the Purchaser Executive Employees), or any Hotel Employees to the extent arising out of any act, failure to act, any transaction or any facts or circumstances (i) occurring prior to the Closing or (ii) undertaken or caused by Transferor Parties or Third Party Manager (in its capacity as agent for Transferor Parties) in connection with Hotel Employees at Closing, including, without limitation: (A) the termination of such Hotel Employees by Transferor Parties or Third Party Manager, excluding any liability under the WARN Act solely resulting from Purchaser’s failure to comply with its obligations under Section 6.6(b) above; (B) the failure of Owners or Operating Lessee or Manager (and its applicable Affiliates) (in its capacity as agent for any of the Transferor Parties) to comply with any Applicable Laws relating to the employment of such Hotel Employees or any union organizing effort or collective bargaining agreement proposed for such Hotel Employees; (C) any alleged discrimination, harassment, hostile workplace, breach of contract or wrongful termination; (D) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance (except with respect to the Purchaser Executive Employees); (E) any liability with respect to any Employee Plan, including any fiduciary liability or any prohibited transaction liability under Code Section 4975 or ERISA Section 406 and (F) subject to Sections 7.6 and 7.9, all costs and expenses associated with salary, wages, bonuses, profit sharing, pension, health and welfare benefits, employee severance payments and other compensation and fringe benefits (including sick leave and vacation pay) that are reimbursable to Manager under the Management Agreements or that are accrued or earned by Hotel Employees hired or retained by Purchaser’s manager or their Affiliates after Closing but unpaid as of the Closing Date. Purchaser shall hold harmless, indemnify and defend SellerOwner, Operating Lessee and Lessee, Wyndham Manager and their Affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by SellerOwner, Operating Lessee or Lessee, Manager or any Affiliate thereof with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by Hotel Employees hired on or after the Closing Date by Purchaser or its Affiliates to the extent arising out of or related to any act, failure to act, any transaction or any facts or circumstances (i) occurring on or occurring, and attributable to the period, from and after the Closing Date, or (ii) undertaken or caused by Purchaser or its Affiliates in connection with the Closing, including, without limitation limitation, (A) the termination by Purchaser or Purchaser’s manager or their Affiliates or Third Party Manager or its Affiliates of such Hotel EmployeesEmployees who are hired or retained by Purchaser or Purchaser’s manager or their Affiliates or Third Party Manager or its Affiliates; (B) any and all liability under the WARN Act, including, without limitation, any and all liability caused by the failure of Purchaser to rehire a sufficient number of Hotel Employees or the termination of such employees Act as provided in Section 6.66.6(b); (C) the failure of Purchaser to comply with the provisions of any collective bargaining agreement; (D) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily-approved leave of absence at the time of Closing; (E) any alleged discrimination, harassment, hostile workplace, breach of contract or other wrongful termination termination, with respect to Hotel Employees hired or retained by Purchaser, Purchaser’s manager or Third Party Manager or their Affiliates, or any final, non-appealable judgments arising out of any claims made by Hotel Employees claiming that they were discriminated against in Purchaser’s, Purchaser’s manager’s or their Affiliates’ decision not to hire or retain such Hotel Employees; and (under federal statutes, state statutes or common law); (FD) any alleged right to workers’ compensation benefits, unemployment compensation compensation, contractual severance, or statutory severance, for Hotel Employees hired or contractual severanceretained on or after Closing by Purchaser, Purchaser’s manager, Third Party Manager or their Affiliates, in each case solely attributable to the period from and after Closing, or the Purchaser Executive Employees, including claims for any withdrawal liability or unfunded liability incurred because of participation in under any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund; and (G) all costs and expenses associated with salary, wages, bonuses, profit sharing, pension, health and welfare benefits, employee severance payments and other compensation and fringe benefits that are earned but unpaid except as of the Closing Date and which are assumed by Purchaser at the Closing and sick leave and vacation pay accrued or earned all of which shall be assumed by Purchaser as otherwise provided in Section 7.6 6.16 hereof. The provisions of this Section 6.7 6.6(c) shall survive the Closing.

Employee Claims. Purchaser shall hold harmless, indemnify and defend Seller, Operating Lessee Seller and Manager and their Affiliates affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller, Operating Lessee Seller or Manager or any Affiliate affiliate thereof with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by Hotel Employees to the extent arising out of or related to any act, failure to act, any transaction or any facts or circumstances (i) occurring on or after the Closing Date, or (ii) undertaken or caused by Purchaser in connection with Closing, including, without limitation (A) the termination of such Hotel Employees; (B) any and all liability under the WARN ActAct or similar local requirement, including, without limitation, any and all liability caused by the failure of Purchaser to rehire a sufficient number of Hotel Employees or the termination of such employees as provided in Section 6.66.5; (C) the failure of Purchaser to comply with the provisions of any collective bargaining agreement; (D) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily-approved leave of absence at the time of Closing; (E) any alleged discrimination, breach of contract or other wrongful termination (under federal statutes, state statutes or common law)termination; (FD) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund; and (GE) to the extent credited to Purchaser at Closing, all costs and expenses associated with salary, wages, bonuses, profit sharing, pension, health and welfare benefits, employee severance payments and other compensation and fringe benefits that are earned but unpaid as of the Closing Date and which are assumed by Purchaser at the Closing and sick leave and vacation pay accrued or earned all of which shall be assumed by Purchaser as provided in Section 7.6 hereof, all of which, to the extent credited, Purchaser agrees to honor. The provisions of this Section 6.7 6.6 shall survive the Closing.

Employee Claims. Purchaser Sellers shall hold harmless, indemnify and defend Seller, Operating Lessee or cause to be indemnified and Manager defended Purchaser and their its Affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Seller, Operating Lessee or Manager or any Affiliate thereof Purchaser with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by Hotel Employees to the extent arising out of or related to any act, failure to act, any transaction or any facts or circumstances (i) occurring on or after prior to the Closing Date, Date or (ii) undertaken or caused by Purchaser Sellers in connection with Hotel Employees at Closing, including, without limitation limitation: (A) the termination of such Hotel Employees; (B) any and all liability under the WARN Act, including, without limitation, any and all liability caused by Employees and/or the failure of Purchaser to rehire a sufficient number of hire such Hotel Employees or the termination of such employees as provided in (subject to Section 6.6), including any severance payments with respect thereto; (CB) the failure of Purchaser Sellers or Manager to comply with the provisions of any collective bargaining agreement; (DC) any alleged discrimination, breach of contract or other wrongful termination; and any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily-statutorily approved leave of absence at the time of ClosingClosing arising out of acts, omissions or events occurring prior to the Closing Date; (E) any alleged discrimination, breach of contract or other wrongful termination (under federal statutes, state statutes or common law); (FD) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund. Purchaser shall hold harmless, indemnify and defend Sellers and Manager and their Affiliates from and against any and all claims, causes of action, proceedings, judgments, damages, penalties, liabilities, costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Sellers or Manager or any Affiliate thereof with respect to claims, causes of action, judgments, damages, penalties and liabilities asserted by Hotel Employees hired by Purchaser at Closing to the extent arising out of or related to any act, failure to act, any transaction or any facts or circumstances (i) occurring on or after the Closing Date, or (ii) undertaken or caused by Purchaser in connection with Hotel Employees at or following Closing, including, without limitation (A) the termination of such Hotel Employees by Purchaser after Closing; (B) any and all liability under the WARN Act, including, without limitation, any and all liability caused by the failure of Purchaser to rehire a sufficient number of Hotel Employees or the termination of such employees, as provided in Section 6.6; (C) any claim arising under the Family and Medical Leave Act or other state leave of absence statute made by someone on a statutorily approved leave of absence at the time of Closing arising out of acts, omissions or events occurring on or after the Closing Date; (D) any alleged discrimination, breach of contract or other wrongful termination (under federal statutes, state statutes or common law) arising out of acts, omissions or events occurring on or after the Closing Date; (E) any alleged right to workers’ compensation benefits, unemployment compensation or statutory or contractual severance, including claims for any withdrawal liability or unfunded liability incurred because of participation in any pension plan covered by the Multiemployer Pension Plan Amendments Act of 1980 or other multiemployer pension plan or similar fund arising out of acts, omissions or events occurring on or after the Closing Date; and (GF) all costs and expenses associated with salary, wages, bonuses, profit sharing, pension, health and welfare benefits, employee severance payments and other compensation and fringe benefits that are earned but unpaid as of the Closing Date and which are assumed by Purchaser at the Closing and sick leave and vacation pay accrued or earned all of which shall be assumed by Purchaser as provided in Section 7.6 hereof. With respect to Hotel Employees hired by Purchaser, Sellers and/or Manager will be liable for any claims under Sellers’ and/or Manager’s Employee Benefit Plans made or incurred by su ch Hotel Employees and their beneficiaries through the day prior to Closing Date under the Employee Benefit Plans, and Purchaser will be liable for any such claims made or incurred after the Closing under any applicable employee benefit plans of Purchaser. For purposes of the immediately preceding sentence, a charge will be deemed incurred, in the case of medical or dental benefits, when the services that are the subject of the charge are performed, in the case of hospital benefits, when the individual entered the hospital, and, in the case of other benefits (such as disability or life insurance), when an event has occurred or when a condition has been diagnosed which entitles the employee to the benefit. The provisions of this Section 6.7 shall survive the Closing.