Hotel Employees. 14.01 Employees ---------
Hotel Employees. Subject to Section 4.5(a), Manager will establish and implement all employment policies for Hotel Employees, including salaries, wages, fringe benefits, other compensation, recruitment, hiring, relocation, transfer, discharge and retirement, severance and other benefit plans in accordance with Manager’s standard policies, subject to reasonable variances Manager establishes for the Hotel.
Hotel Employees. No Seller, Hotel or applicable property manager shall enter into any union contracts or other agreements with any employees or independent contractors at or relating to the Hotels which would be the responsibility of Purchaser from and after the applicable Closing without advance notice to, and the written consent of, Purchaser. No Seller, Hotel or applicable property manager shall take any action with respect to individuals or independent contractors employed or providing services at or relating to any Hotel or Property (or any portion thereof) that could result in liability being incurred by Purchaser under any law or claim pertaining to the employment of individuals employed at or relating to a Hotel or Property (or any portion thereof), including, but not limited to, under the Worker Adjustment Retraining and Notification Act or similar state or local laws (the “WARN Act”), without advance notice to, and the written consent of, Purchaser.
Hotel Employees. Purchaser shall, or shall cause its Permitted Assignee(s) or their respective agents (which may include, without limitation, Crestline Hotels & Resorts, LLC or any other property manager) to offer employment, effective as of the day of the Closing, to a sufficient number of employees employed at (including those employed by a property manager) each of the Hotels acquired by Purchaser or its Permitted Assignee(s) under this Agreement, that would reasonably be expected to result in neither Sellers nor their respective agents under the Management Agreements having any liability under the WARN Act with regards to any such Hotel. Sellers shall provide such information to Purchaser as is necessary for Purchaser to determine the minimum number of employees to be offered employment pursuant to the preceding sentence. Notwithstanding anything herein to the contrary, none of Purchaser, its Permitted Assignee(s) or their respective agents shall assume any compensation, severance, WARN Act or other obligations or liabilities with respect to (i) any employees of and/or independent contractors providing services at or relating to the Hotels for services rendered prior to the Closing and/or (ii) any employees and/or independent contractors at or relating to any of the Hotels for any period who are not offered and/or who do not accept an offer of employment from Purchaser, its Permitted Assignee(s) or their respective agents.
Hotel Employees. Sellers represent, warrant and covenant to --------------- Purchaser that Purchaser will in no way be liable for any employees, or union contracts with respect to employees working at or for the Hotel (the "Hotel Employees"). In particular, neither the Partnership 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 the Partnership on or after the Closing. Purchaser will not be obligated to pay any amount to any Hotel Employees. Purchaser shall not have any liability under any pension or profit sharing plan that the Partnership or the Partnership's Managing Agent or any other party may have established with respect to the Hotel or the Hotel Employees. Sellers shall be and remain liable for all accrued 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, and insurance and other benefits of all employees of the Hotel whether or not employed by Purchaser and for all liabilities of whatever kind (including without limitation those arising under COBRA) with respect to all employees of the Hotel who are not employed by Purchaser. Sellers hereby indemnify, defend and save harmless Purchaser with respect to 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, 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 respons...
Hotel Employees. Seller represents, warrants and covenants to --------------- Purchaser that 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"). In particular, neither Seller nor 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 the Purchaser on or after the Closing. Purchaser will not be obligated to pay any amount to any Hotel Employees except upon their rehiring by Purchaser or an agent or tenant of Purchaser. Purchaser shall not have any liability under any pension or profit sharing plan that Seller or 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 the Hotel or the Hotel Employees. Seller shall be and remain liable for all accrued 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, and insurance and other benefits through the day preceding the Closing Date of all Hotel Employees, whether or not employed by Purchaser, and for all liabilities of whatever kind with respect to all Hotel Employees who are not employed by 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 (it being understood that if for any reason the Closing does not occur, such termination shall be deemed to be rescinded ab initio) 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 such other person or entity who may be ------ r...
Hotel Employees. Upon the expiration or termination of this Lease, unless a different proration or allocation of these items was made between Lessor and Lessee on the commencement of this Lease, Lessee shall pay or cause to be paid, with respect to all of the employees working at the Facility (the "Hotel Employees"), all sums due or payable to them, for the period up to an including the termination date, all accrued (whether or not earned) wages, salaries, bonuses, vacation, sick, bereavement, personal and other similar days or benefits, workers' compensation, welfare benefits, deferred compensation, savings, pension, profit-sharing, 401K and other retirement plan payments, and similar payments, reimbursements or benefits, and Lessee expressly indemnifies Lessor and any successor employer of any or all of the Hotel Employees from and against any and all liability therefor. If any of the Hotel Employees are covered by a multi-employer pension plan for which there is withdrawal liability under Title IV of the Employee Retirement Income Security Act of 1974 as amended, and provided the termination of this Lease is not due to an Event of Default hereunder by Lessee, Lessor shall assume or shall cause the successor employer to assume such withdrawal liability.
Hotel Employees. The Sellers shall cause the Manager to pay all wages, payroll taxes and fringe benefits (including vacation pay and sick pay) to the extent actually earned or accrued as well as social security, unemployment compensation, health, life and disability insurance as well as welfare and pension fund contributions, if any, through the time immediately prior to the beginning of the “day shift” on the Closing Date and Purchaser shall pay all such amounts which are earned or accrue for services rendered thereafter. Except as set forth in Section 33.2, the Sellers shall jointly and severally indemnify, defend and hold Purchaser harmless from and against any loss, damage, liability, claim, cost or expense (including, without limitation, reasonable attorneys’ fees) that may be incurred by, or asserted against, Purchaser after Closing which involves any matter relating to a past or present Hotel Employee concerning acts or omissions occurring up to the Adjustment Point, including, but not limited to, the payments required under the prior sentence. Those Hotel Employees who are offered employment by Purchaser and who accept such offer of employment shall hereafter be referred to as “Transferred Employees.” The Purchaser shall pay all wages, salaries, payroll taxes and contributions due in respect of pension and welfare plans, if any, and other fringe benefits, if any, implemented by Purchaser or its management company for all Transferred Employees which are first earned or first accrue for services rendered by such Employees to the applicable Hotel from and after the Closing Date. Purchaser shall indemnify, defend and hold the Sellers harmless from and against any loss, damage, liability, claim, cost or expense (including, without limitation, reasonable attorney’s fees) that may be incurred by, or asserted against, any such party after Closing which involves any matter relating to a Hotel Employee concerning acts or omissions occurring from and after the Adjustment Point, including, without limitation, any severance obligations and any payment required to be made by Purchaser under this Section 33. For purposes of this Section 33.1 and Section 33.2, a loss, damage, liability, claim, cost or expense shall be deemed incurred when the matter giving rise to the claim occurs (e.g., in the case of life insurance, when the death occurs, in the case of long-term disability benefits, when the disability first arises and, in the case of a hospital stay, when the employee first en...
Hotel Employees. Seller acknowledges that Purchaser does not intend to hire or otherwise engage any of the Hotel Employees subsequent to the Closing.
Hotel Employees. On the Closing Date, the Seller shall or shall cause the employer of the Hotel Employees, to terminate the employment of all Hotel Employees. Purchaser shall have no obligation to hire the Hotel Employees. The provisions of this Section 5.12 shall survive the Closing. Sellers shall have sole and exclusive responsibility for any compliance, including all applicable notices, with the requirements, if any, of the Worker Adjustment and Retraining Notification Act.
