Common use of Hiring of Hotel Employees; WARN Act Compliance Clause in Contracts

Hiring of Hotel Employees; WARN Act Compliance. Buyer agrees to make an offer of employment to all existing Hotel Employees as of the Close of Escrow, on terms and conditions generally comparable to their existing terms and conditions of employment (to the extent such terms and conditions have been disclosed by Seller and/or its agents to Buyer) and to make all reasonable efforts to retain such employees for a reasonable period of time. Without limiting the foregoing, Buyer shall offer to maintain without loss of employment (as defined in the WARN Act) the employment at the Property (other than upon good cause for termination) of such number of Hotel Employees and on such terms and conditions as shall not result in, and only to the extent necessary to prevent, a plant closing or mass layoff as defined in the WARN Act. Buyer (i) shall also cause each of the health and medical benefit plans maintained for Hotel Employees to waive any preexisting condition in connection with employment at the Property that was not excluded under the applicable program as of the Closing Date, (ii) shall also cause each of such benefit plans to take into account any deductibles or coinsurance amounts incurred by each Hotel Employee for the year in which the Closing Date occurs, and (iii) shall also cause each of the health and medical benefit plans to deem each Hotel Employee to be eligible for participation in such plan as of the Close of Escrow. In the event that Buyer fails to comply with any of the foregoing covenants, Buyer agrees that Buyer shall be solely responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, benefits and liabilities, arising under the WARN Act, and any other applicable law, rule or regulation on account thereof, and Buyer agrees to indemnify, defend and hold Seller and the Employer Corporation and their directors, officers, agents, affiliates, principals, partners, shareholders representatives and controlling persons harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act or any other applicable law, rule or regulation, whether against Buyer or Seller, the Employer Corporation or any other such indemnified party and whether based on employment of any of the Hotel Employees prior to or following the Closing, arising from Buyer's failure to comply with the foregoing covenants (collectively, "Termination Charges"). Following the Closing, if Buyer desires to terminate the employment of any Hotel Employees other than for cause, Buyer shall be solely responsible for complying with all applicable provisions of the WARN Act and all other applicable laws, rules and regulations with respect to such termination, including without limitation, the payment of all costs and termination payments owing under the WARN Act and all other applicable laws, rules and regulations to any of such employees. Buyer shall assume all obligations under the Employment Agreement for the Director of Finance attributable to the 43 51 period from and after the Closing Date (it being agreed that the Director of Finance may resign thereunder at any time without penalty).

Hiring of Hotel Employees; WARN Act Compliance. Buyer agrees to make an offer of employment to all existing Hotel Employees as of the Close of Escrow, on terms and conditions generally comparable to their existing terms and conditions of employment (to the extent such terms and conditions have been disclosed by Seller and/or its agents to Buyer) and to make all reasonable efforts to retain such employees for a reasonable period of time. Without 36 limiting the foregoing, Buyer shall offer to maintain without loss of employment (as defined in the WARN Act) the employment at the Property (other than upon good cause for termination) of such number of Hotel Employees and on such terms and conditions as shall not result in, and only to the extent necessary to prevent, a plant closing or mass layoff as defined in the WARN Act. Buyer (i) shall also cause each of the health and medical benefit plans maintained for Hotel Employees to waive any preexisting condition in connection with employment at the Property that was not excluded under the applicable program as of the Closing Date, (ii) shall also cause each of such benefit plans to take into account any deductibles or coinsurance amounts incurred by each Hotel Employee for the year in which the Closing Date occurs, and (iii) shall also cause each of the health and medical benefit plans to deem each Hotel Employee to be eligible for participation in such plan Plan as of the Close of Escrow. In the event that Buyer fails to comply with any of the foregoing covenants, Buyer agrees that Buyer shall be solely responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, benefits and liabilities, arising under the WARN Act, and any other applicable law, rule or regulation on account thereof, and Buyer agrees to indemnify, defend and hold Seller and the Employer Corporation and their directors, officers, agents, affiliates, principals, partners, shareholders representatives and controlling persons harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act or any other applicable law, rule or regulation, whether against Buyer or Seller, the Employer Corporation or any other such indemnified party and whether based on employment of any of the Hotel Employees prior to or following the Closing, arising from Buyer's failure to comply with the foregoing covenants (collectively, "Termination Charges"). Following the Closing, if Buyer desires to terminate the employment of any Hotel Employees other than for cause, Buyer shall be solely responsible for complying with all applicable provisions of the WARN Act and all other applicable laws, rules and regulations with respect to such termination, including without limitation, the payment of all costs and termination payments owing under the WARN Act and all other applicable laws, rules and regulations to any of such employees. Buyer shall assume all obligations under the Employment Agreement for the Director of Finance attributable to the 43 51 period from and after the Closing Date (it being agreed that the Director of Finance may resign thereunder at any time without penalty).

Hiring of Hotel Employees; WARN Act Compliance. Buyer agrees to make an offer of employment to all existing Hotel Employees as of the Close of Escrow, on terms and conditions generally comparable to their existing terms and conditions of employment (to the extent such terms and conditions have been disclosed by Seller and/or its agents to Buyer) and to make all reasonable efforts to retain such employees for a reasonable period of time. Without limiting the foregoing, Buyer shall offer to maintain without loss of employment (as defined in the WARN Act) the employment at the Property (other than upon good cause for termination) of such number of Hotel Employees and on such terms and conditions as shall not result in, and only to the extent necessary to prevent, a plant closing or mass layoff as defined in the WARN Act. Buyer (i) shall also cause each of the health and medical benefit plans maintained for Hotel Employees to waive any preexisting condition in connection with employment at the Property that was not excluded under the applicable program as of the Closing Date, (ii) shall also cause each of such benefit plans to take into account any deductibles or coinsurance amounts incurred by each Hotel Employee for the year in which the Closing Date occurs, and (iii) shall also cause each of the health and medical benefit plans to deem each Hotel Employee to be eligible for participation in such plan as of the Close of Escrow. In the event that Buyer fails to comply with any of the foregoing covenants, Buyer agrees that Buyer shall be solely responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, benefits and liabilities, arising under the WARN Act, and any other applicable law, rule or regulation on account thereof, and Buyer agrees to indemnify, defend and hold Seller and the Employer Corporation and their directors, officers, agents, affiliates, principals, partners, shareholders representatives and controlling persons harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act or any other applicable law, rule or regulation, whether against Buyer or Seller, the Employer Corporation or any other such indemnified party and whether based on employment of any of the Hotel Employees prior to or following the Closing, arising from Buyer's failure to comply with the foregoing covenants (collectively, "Termination Charges"). Following the Closing, if Buyer desires to terminate the employment of any Hotel Employees other than for cause, Buyer shall be solely responsible for complying with all applicable provisions of the WARN Act and all other applicable laws, rules and regulations with respect to such termination, including without limitation, the payment of all costs and termination payments owing under the WARN Act and all other applicable laws, rules and regulations to any of such employees. Buyer shall assume all obligations under the Employment Agreement for the Director of Finance attributable to the 43 51 period from and after the Closing Date (it being agreed that the Director 37 38 Directors of Finance may resign thereunder at any time without penalty).

Hiring of Hotel Employees; WARN Act Compliance. Buyer agrees to make an offer of employment to all existing Hotel Employees as of the Close of Escrow, on terms and conditions generally comparable to their existing terms and conditions of employment (to the extent such terms and conditions have been disclosed by Seller and/or its agents to Buyer) and to make all reasonable efforts to retain such employees for a reasonable period of time. Without limiting the foregoing, Buyer shall offer to maintain without loss of employment (as defined in the WARN Act) the employment at the Property (other than upon good cause for termination) of such number of Hotel Employees and on such terms and conditions as shall not result in, and only to the extent necessary to prevent, a plant closing or mass layoff as defined in the WARN Act. Buyer (i) shall also cause each of the health and medical benefit plans maintained for Hotel Employees to waive any preexisting condition in connection with employment at the Property that was not excluded under the applicable program as of the Closing Date, (ii) shall also cause each of such benefit plans to take into account any deductibles or coinsurance amounts incurred by each Hotel Employee for the year in which the Closing Date occurs, and (iii) shall also cause each of the health and medical benefit plans to deem each Hotel Employee to be eligible for participation in such plan Plan as of the Close of Escrow. In the event that Buyer fails to comply with any of the foregoing covenants, Buyer agrees that Buyer shall be solely responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, benefits and liabilities, arising under the WARN Act, and any other applicable law, rule or regulation on account thereof, and Buyer agrees to indemnify, defend and hold Seller and the Employer Corporation and their directors, officers, agents, affiliates, principals, partners, shareholders representatives and controlling persons harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act or any other applicable law, rule or regulation, whether against Buyer or Seller, the Employer Corporation or any other such indemnified party and whether based on employment of any of the Hotel Employees prior to or following the Closing, arising from Buyer's failure to comply with the foregoing covenants (collectively, "Termination Charges"). Following the Closing, if Buyer desires to terminate the employment of any Hotel Employees other than for cause, Buyer shall be solely responsible for complying with all applicable provisions of the WARN Act and all other applicable laws, rules and regulations with respect to such termination, including without limitation, the payment of all costs and termination payments owing under the WARN Act and all other applicable laws, rules and regulations to any of such employees. Buyer shall assume all obligations under the Employment Agreement for the Director of Finance attributable to the 43 51 period from and after the Closing Date (it being agreed that the Director of Finance may resign thereunder at any time without penalty).or

Hiring of Hotel Employees; WARN Act Compliance. Buyer agrees to make an offer of employment to all existing Hotel Employees as of the Close of Escrow, on terms and conditions generally comparable to their existing terms and conditions of employment (to the extent such terms and conditions have been disclosed by Seller and/or its agents to Buyer) and to make all reasonable efforts to retain such employees for a reasonable period of time. Without limiting the foregoing, Buyer shall offer to maintain without loss of employment (as defined in the WARN Act) the employment at the Property (other than upon good cause for termination) of such number of Hotel Employees and on such terms and conditions as shall not result in, and only to the extent necessary to prevent, a plant closing or mass layoff as defined in the WARN Act. Buyer (i) shall also cause each of the health and medical benefit plans maintained for Hotel Employees to waive any preexisting condition in connection with employment at the Property that was not excluded under the applicable program as of the Closing Date, (ii) shall also cause each of such benefit plans to take into account any deductibles or coinsurance amounts incurred by each Hotel Employee for the year in which the Closing Date occurs, occurs and (iii) shall also cause each of the health and medical benefit plans to deem each Hotel Employee to be eligible for participation in such plan as of the Close of Escrow. In the event that Buyer fails to comply with any of the foregoing covenants, Buyer agrees that Buyer shall be solely responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, benefits and liabilities, arising under the WARN Act, and any other applicable law, rule or regulation on account thereof, and Buyer agrees to indemnify, defend and hold Seller and the Employer Corporation and their directors, officers, agents, affiliates, principals, partners, shareholders representatives and controlling persons harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act or any other applicable law, rule or regulation, whether against Buyer or Seller, the Employer Corporation or any other such indemnified party and whether based on employment of any of the Hotel Employees prior to or following the Closing, arising from Buyer's failure to comply with the foregoing covenants (collectively, "Termination Charges"). Following the Closing, if Buyer desires to terminate the employment of any Hotel Employees other than for cause, Buyer shall be solely responsible for complying with all applicable provisions of the WARN Act and all other applicable laws, rules and regulations with respect to such termination, including without limitation, the payment of all costs and termination payments owing under the WARN Act and all other applicable laws, rules and regulations to any of such employees. Buyer shall assume all obligations under the Employment Agreement for the Director of Finance attributable to the 43 51 period from and after the Closing Date (it being agreed that the 36 37 Director of Finance may resign thereunder at any time without penalty).

Hiring of Hotel Employees; WARN Act Compliance. Buyer agrees to make an offer of employment to all existing Hotel Employees as of the Close of Escrow, on terms and conditions generally comparable to their existing terms and conditions of employment (to the 42 50 extent such terms and conditions have been disclosed by Seller and/or its agents to Buyer) and to make all reasonable efforts to retain such employees for a reasonable period of time. Without limiting the foregoing, Buyer shall offer to maintain without loss of employment (as defined in the WARN Act) the employment at the Property (other than upon good cause for termination) of such number of Hotel Employees and on such terms and conditions as shall not result in, and only to the extent necessary to prevent, a plant closing or mass layoff as defined in the WARN Act. Buyer (i) shall also cause each of the health and medical benefit plans maintained for Hotel Employees to waive any preexisting condition in connection with employment at the Property that was not excluded under the applicable program as of the Closing Date, (ii) shall also cause each of such benefit plans to take into account any deductibles or coinsurance amounts incurred by each Hotel Employee for the year in which the Closing Date occurs, occurs and (iii) shall also cause each of the health and medical benefit plans to deem each Hotel Employee to be eligible for participation in such plan as of the Close of Escrow. In the event that Buyer fails to comply with any of the foregoing covenants, Buyer agrees that Buyer shall be solely responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, benefits and liabilities, arising under the WARN Act, and any other applicable law, rule or regulation on account thereof, and Buyer agrees to indemnify, defend and hold Seller and the Employer Corporation and their directors, officers, agents, affiliates, principals, partners, shareholders representatives and controlling persons harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act or any other applicable law, rule or regulation, whether against Buyer or Seller, the Employer Corporation or any other such indemnified party and whether based on employment of any of the Hotel Employees prior to or following the Closing, arising from Buyer's failure to comply with the foregoing covenants (collectively, "Termination Charges"). Following the Closing, if Buyer desires to terminate the employment of any Hotel Employees other than for cause, Buyer shall be solely responsible for complying with all applicable provisions of the WARN Act and all other applicable laws, rules and regulations with respect to such termination, including without limitation, the payment of all costs and termination payments owing under the WARN Act and all other applicable laws, rules and regulations to any of such employees. Buyer shall assume all obligations under the Employment Agreement for the Director of Finance attributable to the 43 51 period from and after the Closing Date (it being agreed that the Director of Finance may resign thereunder at any time without penalty).

Hiring of Hotel Employees; WARN Act Compliance. Buyer agrees to make an offer of employment to all existing Hotel Employees as of the Close of Escrow, on terms and conditions generally comparable to their existing terms and conditions of employment (to the extent such terms and conditions have been disclosed by Seller and/or its agents to Buyer) and to make all reasonable efforts to retain such employees for a reasonable period of time. Without limiting the foregoing, Buyer shall offer to maintain without loss of employment (as defined in the WARN Act) the employment at the Property (other than upon good cause for termination) of such number of Hotel Employees and on such terms and conditions as shall not result in, and only to the extent necessary to prevent, a plant closing or mass layoff as defined in the WARN Act. Buyer (i) shall also cause each of the health and medical benefit plans maintained for Hotel Employees to waive any preexisting condition in connection with employment at the Property that was not excluded under the applicable program as of the Closing Date, (ii) shall also cause each of such benefit plans to take into account any deductibles or coinsurance amounts incurred by each Hotel Employee for the year in which the Closing Date occurs, and (iii) shall also cause each of the health and medical benefit plans to deem each Hotel Employee to be eligible for participation in such plan as of the Close of Escrow. In the event that Buyer fails to comply with any of the foregoing covenants, Buyer agrees that Buyer shall be solely responsible for the payment of any and all costs, charges, penalties, compensation, severance pay, benefits and liabilities, arising under the WARN Act, and any other applicable law, rule or regulation on account thereof, and Buyer agrees to indemnify, defend and hold Seller and the Employer Corporation and their directors, officers, agents, affiliates, principals, partners, shareholders representatives and controlling persons harmless from and against any and all claims, causes of action, judgments, damages, penalties and liabilities asserted under the WARN Act or any other applicable law, rule or regulation, whether against Buyer or Seller, the Employer Corporation or any other such indemnified party and whether based on employment of any of the Hotel Employees prior to or following the Closing, arising from Buyer's failure to comply with the foregoing covenants (collectively, "Termination Charges"). Following the Closing, if Buyer desires to terminate the employment of any Hotel Employees other than for cause, Buyer shall be solely responsible for complying with all applicable provisions of the WARN Act and all other applicable laws, rules and regulations with respect to such termination, including without limitation, the payment of all costs and termination payments owing under the WARN Act and all other applicable laws, rules and regulations to any of such employees. Buyer shall assume all obligations under the Employment Agreement for the Director of Finance attributable to the 43 51 44 52 period from and after the Closing Date (it being agreed that the Director Directors of Finance may resign thereunder at any time without penalty).