Liability of Seller and Buyer. With respect to wages and benefits of employees, whether Retained Employees or otherwise, Seller shall be solely responsible for all wages, salaries, bonuses, employment taxes, withholding taxes, and all accrued vacation days, sick days and personal days accruing prior to the Closing Date or accruing from and after the Closing Date with respect to any such employee's employment prior to the Closing Date. Buyer shall have no obligation to continue the employment of any employee and shall not be liable to any employee for any wages, salaries, bonuses, vacation days, sick days or personal days in which said employee may have acquired an accrued or vested right by virtue of their employment by Seller. Subject to the foregoing, with respect to Retained Employees only, Buyer shall be solely responsible for all wages, salaries, any bonuses, employment taxes, withholding taxes, and any and all vacation days, sick days and personal days and any other employment benefits, if applicable, accruing on or after the Closing Date by virtue of their employment by Buyer. Seller shall and hereby agrees to indemnify and save Buyer harmless from and against any liability for wages, salaries, bonuses, accrued vacation days, sick days and personal days to be paid to employees on account of services rendered prior to Closing. Buyer shall and hereby agrees to indemnify and save Seller harmless from and against any liability for wages, salaries, bonuses, accrued vacation days, sick days and personal days to be paid to employees on account of services rendered after the Closing. Notwithstanding anything to the contrary herein contained, there shall be no apportionment or proration of wages, medical, pension, welfare benefits, vacation and sick days, other employee benefits or other fringe benefits (hereinafter collectively referred to as "BENEFITS") and Seller shall remain liable for and hereby indemnifies and saves Buyer harmless from and against all benefits due to employees, whether due under plans in which Hotel employees participate prior to Closing or otherwise, and all payments due on the plans providing such benefits. Seller shall also remain responsible for and hereby indemnifies and saves Buyer harmless from any severance pay which may become due to any of the employees whose employment ends at or prior to Closing as a result of this transaction, whether due to Seller's employment policies or as a matter of law.
