Common use of Transition of Employees Clause in Contracts

Transition of Employees. From and after the expiration of the Study Period, provided that Purchaser has elected to proceed with the transaction, the Parties shall meet and cooperate to effect an orderly transition of ownership and possession of the Property on the Closing Date. Purchaser shall not contact (or otherwise discuss this transaction with) any supervisory personnel or other employees at the Hotel (“Hotel Employees”) without Seller’s prior written consent, which consent shall not be unreasonably withheld. At the Closing, Seller shall transfer and/or terminate or cause to be transferred and/or terminated all of the employees at the Hotel and Purchaser shall offer employment to a sufficient number of such terminated employees to make any requirements of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 (and any comparable State law) (collectively, the “WARN Act”) inapplicable to this transaction. Seller shall defend, indemnify and hold harmless Purchaser and the Purchaser Related Parties from and against all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with any Property-related employment matters accruing prior to the Closing (provided, however, that Seller shall have no liability hereunder for any claims, losses, costs, actions, judgments, liabilities, damages and expenses relating to or arising from Purchaser’s failure to perform its obligations under this Section 9.5), and Purchaser shall defend, indemnify and hold harmless Seller, and the other Released Parties from and against any and all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with (i) any Property-related employment matters accruing on or after the Closing and/or (ii) the WARN Act. Notwithstanding anything to the contrary contained in this Agreement, Purchaser may (but no sooner than ten (10) Business Days prior to the Closing Date) interview and/or train Employees (“Employee Transition Process”), and Seller shall cooperate with Purchaser throughout the entire Employee Transition Process (“Transition Cooperation”). Purchaser shall reimburse Seller for any additional payroll expenses directly attributable to Hotel Employees’ participation in the Employee Transition Process.

Transition of Employees. Seller covenants and hereby agrees to waive any employment restrictions as such restrictions or covenants may apply to any Employee who renders services in connection with the Business to the extent necessary to permit any such Employee to accept employment with Purchaser and perform his or her duties pursuant to such employment. From and after the expiration of the Study PeriodClosing Date, provided that Purchaser has elected to proceed with the transaction, the Parties and Seller shall meet and cooperate to effect ensure an orderly transition of ownership and possession of the Property on the Closing Date. Purchaser shall not contact (or otherwise discuss this transaction with) any supervisory personnel or other employees at the Hotel (“Hotel Transferred Employees”) without Seller’s prior written consent, which consent shall not be unreasonably withheld. At the Closing, Seller shall transfer and/or terminate or cause to be transferred and/or terminated all of the employees at the Hotel and Purchaser shall offer employment to a sufficient number of such terminated employees to make any requirements of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 (and any comparable State law) (collectively, the “WARN Act”) inapplicable to this transaction. Seller shall defend, indemnify and hold harmless Purchaser and the Purchaser Related Parties from and against all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with any Property-related employment matters accruing prior agrees {P0227089:21 } -60- to the Closing (provided, however, that Seller shall have no liability hereunder for any claims, losses, costs, actions, judgments, liabilities, damages and expenses relating to or arising from Purchaser’s failure to perform its obligations under this Section 9.5), and Purchaser shall defend, indemnify and hold harmless Seller, and the other Released Parties from and against any and all claims, losses, costs, actions, judgments, liabilities, damages and expenses arising out of or in connection with (i) pay timely all compensation due any Property-related employment matters accruing on or after Employees through the Closing and/or (ii) the WARN Act. Notwithstanding anything to the contrary contained in this Agreement, Purchaser may (but no sooner than ten (10) Business Days day prior to the Closing Date, (ii) interview and/or train to pay timely all severance pay, if any, due Employees as a result of the transactions contemplated by this Agreement or otherwise, and (“Employee Transition Process”iii) remit timely to all applicable Governmental Authorities and quasi-Governmental Authorities all income, social security, payroll withholding and employment taxes due in connection with the Business prior to the Closing Date. As of and subsequent to the Closing Date, Purchaser and Parent shall: (a) provide the Transferred Employees with service credit for purposes of eligibility, participation, vesting and levels of benefits (but not for benefit accruals under any defined benefit pension plan), under any employee benefit or compensation plan, program or arrangement adopted, maintained or contributed to by Purchaser or an Affiliate in which Transferred Employees are eligible to participate (the “Purchaser Plans”) for all periods of employment with Seller prior to the Closing Date; (b) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any Purchaser Plans to be waived with respect to the Transferred Employees and Seller shall cooperate with Purchaser throughout their eligible dependents, to the entire extent waived under the corresponding plan in which the applicable Transferred Employee Transition Process participated immediately prior to the Closing Date; and (“Transition Cooperation”). Purchaser shall reimburse Seller c) give the Transferred Employees and their eligible dependents credit for any additional payroll the plan year in which the Closing Date occurs and annual out-of-pocket limits for expenses directly attributable incurred prior to Hotel Employees’ participation the Closing Date, in each case, to the Employee Transition Processextent permitted by applicable Law.