Common use of Union Agreements Clause in Contracts

Union Agreements. (a) Buyer acknowledges that the Property is covered by the Industry Wide Agreement between the New York Hotel & Motel Trades Council, AFL-CIO, (the “Union”) and the Hotel Association of New York City, Inc, effective as of July 1, 2006, as amended by that certain Me Too Agreement between the Union and Seller and Manager, dated as of August 1, 2007 (the “Union Agreement”). Buyer shall on the Closing Date cause Replacement Manager to offer employment to and hire all of the Employees on their existing terms and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause Replacement Manager to assume the Union Agreement. Buyer shall use commercially reasonable efforts to, at Closing, provide Seller with a true and complete copy of the executed agreement between Replacement Manager and the Union which effectuates Replacement Manager’s obligation to assume the Union Agreement and to employ all unionized Employees under their then current terms and conditions of employment as of the date of the Closing. In the event that Buyer sells the Property during the term of the Union Agreement, Buyer shall require the purchaser of the Property and/or the purchaser’s manager to offer employment to and hire all of the employees then covered by the Union Agreement on their existing terms and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause the purchaser and/or purchaser’s manager to assume the Union Agreement. Promptly after the Effective Date, but in any case, no less than ten (10) Business Days prior to the Closing, Seller shall give the Union written notice of the execution of this Agreement. (b) Buyer agrees to indemnify, defend and hold Seller and Manager free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including those in connection with enforcing this indemnity) first arising under the Union Agreement on and after the Closing Date (including, but not limited to, any liability as a result of the Worker Adjustment and Retraining Notification Act). Without limiting the general application of the preceding sentence, it is specifically agreed that Buyer agrees to indemnify, defend and hold free and harmless Seller and Manager from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity), arising out of a failure by either Buyer or Replacement Manager to adopt the Union Agreement or offer employment to all Employees subject to the Union Agreement under the terms and conditions applicable to them immediately prior to the closing; and (y) with respect to any severance or termination pay or any pension plan withdrawal liability arising as a result of the transaction covered by this Agreement or of any sale or change in ownership or management of the Property. Seller agrees to indemnify, defend and hold Buyer (and Replacement Manager) free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity) first arising under the Union Agreement before the Closing Date, but specifically excluding any pension plan withdrawal liability arising as a result of the transaction covered by this Agreement for the period January 1996 to the Closing Date. The obligations and undertaking of Buyer under this Section 7.6 are a special inducement to Seller to enter into this Agreement without which Seller would not enter into this Agreement. The provisions of this Section 7.6 shall survive the Closing.

Union Agreements. (a) Buyer acknowledges Purchaser has been informed that Seller is or is obligated to become a signatory to the Property is covered by the Industry Wide 1999 Commercial Building Agreement between the New York Hotel & Motel Trades CouncilLocal 32B-32J Service Employees International Union, AFL-CIOCIO and The Realty Advisory Board on Labor Relations, Inc. (the “Union”) and "Union Agreement"). Purchaser hereby shall acquire the Hotel Association Premises subject to the existence of New York City, Inc, effective as of July 1, 2006, as amended by that certain Me Too Agreement between the Union Agreement, and Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, wages or wage supplements incurred by Seller and Manager, dated as of August 1, 2007 (pursuant to the “Union Agreement”). Buyer shall on Agreement or otherwise in connection with the Closing Date cause Replacement Manager to offer employment to and hire all sale of the Employees on their existing terms Premises, arising from Purchaser's failure or refusal either to hire the employees previously employed at the Premises or to adopt and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause Replacement Manager to assume the Union Agreement. Buyer With respect to withdrawal liability, as the term is used under the Multi-Employer Pension Plan Amendments Act of 1980 (the "Act"), Purchaser shall use commercially reasonable efforts indemnify and hold Seller free and harmless from and against all such withdrawal liability whether accruing prior to, at Closing, provide Seller with a true and complete copy of the executed agreement between Replacement Manager and the Union which effectuates Replacement Manager’s obligation to assume the Union Agreement and to employ all unionized Employees under their then current terms and conditions of employment as of or after the date of the Closing. In addition, Purchaser agrees within a reasonable time following the event Closing that Buyer sells it shall post a bond in an amount or place into escrow such sum of money with the Property during Building Service 32B-J Pension (the term of "Fund"), as may be required by the Act or the Union Agreement, Buyer shall require the purchaser of the Property and/or the purchaser’s manager to offer employment to and hire all of the employees then covered by the Union Agreement on their existing terms and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause the purchaser and/or purchaser’s manager to assume the Union Agreement. Promptly after the Effective Date, but in any case, no less than ten (10) Business Days prior to the Closing, Seller shall give the Union written notice of the execution of this Agreement. (b) Buyer With respect to the Union Agreement, (i) Purchaser hereby agrees to indemnify, defend indemnify and hold Seller harmless Seller, its constituent partners, employees, agents, representatives and Manager free and harmless affiliates, from and against any and all liability, claims, counterclaimscosts, actionsdebts, damages, judgmentsfees, penaltiesincluding without limitation reasonable legal fees, costs wages or wage supplements incurred by Seller arising out of any default on the part of Purchaser to perform the covenants, terms and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including those in connection with enforcing this indemnity) first arising under the Union Agreement on conditions thereof to be performed thereunder by Purchaser from and after the Closing Date and (including, but not limited to, any liability as a result of the Worker Adjustment and Retraining Notification Act). Without limiting the general application of the preceding sentence, it is specifically agreed that Buyer ii) Seller hereby agrees to indemnify, defend indemnify and hold free harmless Purchaser, its constituent members , employees, agents, representatives and harmless Seller and Manager affiliates, from and against any and all liability, claims, counterclaimscosts, actionsdebts, damages, judgmentsfees, penaltiesincluding without limitation reasonable legal fees, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity), wages or wage supplements incurred by Purchaser arising out of any default on the part of Seller to perform the covenants, terms and conditions thereof to be performed thereunder by Seller prior to the Closing. (c) In connection with the indemnities given by Purchaser under this Article 31, at Closing Purchaser shall deliver to Seller an unconditional, irrevocable, clean letter of credit from a failure by either Buyer or Replacement Manager New York Clearinghouse Bank in an amount equal to adopt the liquidated damages provisions of the Union Agreement or offer employment to all Employees subject applicable to the Union Agreement under sale of the Premises without complying with the terms and conditions applicable to them immediately prior to the closing; and (y) with respect to any severance or termination pay or any pension plan withdrawal liability arising as a result of the transaction covered by Union Agreement, it being agreed that the failure to deliver such letter of credit in the appropriate form and amount shall be deemed to be a material default hereunder, entitling Seller to terminate this Agreement or of any sale or change Contract and to retain the Deposit as liquidated damages. Notwithstanding the foregoing, at Purchaser's option, in ownership or management lieu of the Property. Seller agrees delivery of the letter of credit, Purchaser may elect to indemnify, defend and hold Buyer (and Replacement Manager) free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity) first arising under assume the Union Agreement before Agreement, in which event at Closing Purchaser shall accept the Closing Date, but specifically excluding any pension plan withdrawal liability arising as a result assignment of the transaction covered Union Agreement, the provisions of Section 31(a) above shall continue to apply and Purchaser shall not be in default by this Agreement for reason of failing to deliver the period January 1996 to the Closing Date. The obligations and undertaking letter of Buyer under this Section 7.6 are a special inducement to Seller to enter into this Agreement without which Seller would not enter into this Agreement. credit. (d) The provisions of this Section 7.6 Article 31 shall survive the Closing.

Union Agreements. (a) Buyer acknowledges Purchaser has been informed that Seller is or is obligated to become a signatory to the Property is covered by the Industry Wide 1999 Commercial Building Agreement between the New York Hotel & Motel Trades CouncilLocal 32B-32J Service Employees International Union, AFL-CIOCIO and The Realty Advisory Board on Labor Relations, Inc. (collectively, the “Union”"Union Agreement"). On the Closing, Purchaser or Purchaser's designee (so long as such designee is a Permitted Purchaser Entity) and the Hotel Association shall assume any all obligations of New York City, Inc, effective as of July 1, 2006, as amended by that certain Me Too Agreement between Seller under the Union Agreement accruing from and after Closing and Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, wages or wage supplements incurred by Seller pursuant to the Union Agreement , arising from Purchaser's or such designee's failure or refusal either to hire the employees previously employed at the Premises or to adopt and Manager, dated as of August 1, 2007 (the “Union Agreement”). Buyer shall on the Closing Date cause Replacement Manager to offer employment to and hire all of the Employees on their existing terms and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause Replacement Manager to assume the Union Agreement. Buyer shall use commercially reasonable efforts toWith respect to withdrawal liability, at Closing, provide Seller with a true and complete copy of the executed agreement between Replacement Manager and the Union which effectuates Replacement Manager’s obligation to assume the Union Agreement and to employ all unionized Employees under their then current terms and conditions of employment as of the date of the Closing. In the event that Buyer sells the Property during the term is used under the Multi-Employer Pension Plan Amendments Act of 1980 (the Union Agreement"Act"), Buyer (i) Purchaser shall require the purchaser of the Property and/or the purchaser’s manager to offer employment to and hire all of the employees then covered by the Union Agreement on their existing terms and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause the purchaser and/or purchaser’s manager to assume the Union Agreement. Promptly after the Effective Date, but in any case, no less than ten (10) Business Days prior to the Closing, Seller shall give the Union written notice of the execution of this Agreement. (b) Buyer agrees to indemnify, defend indemnify and hold Seller and Manager free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including those in connection with enforcing this indemnity) first arising under the Union Agreement on and after the Closing Date (including, but not limited to, any such withdrawal liability accruing as a result of occurrences at or after the Worker Adjustment Closing and Retraining Notification Act). Without limiting the general application of the preceding sentence, it is specifically agreed that Buyer agrees to indemnify, defend (ii) Seller shall indemnify and hold free and harmless Seller and Manager from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity), arising out of a failure by either Buyer or Replacement Manager to adopt the Union Agreement or offer employment to all Employees subject to the Union Agreement under the terms and conditions applicable to them immediately prior to the closing; and (y) with respect to any severance or termination pay or any pension plan withdrawal liability arising as a result of the transaction covered by this Agreement or of any sale or change in ownership or management of the Property. Seller agrees to indemnify, defend and hold Buyer (and Replacement Manager) Purchaser free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity) first arising under the Union Agreement before the Closing Date, but specifically excluding any pension plan such withdrawal liability arising accruing as a result of the transaction covered by this Agreement for the period January 1996 occurrences prior to the Closing Date. The obligations and undertaking of Buyer under this Section 7.6 are a special inducement to Seller to enter into this Agreement without which Seller would not enter into this Agreement. The provisions of this Section 7.6 shall survive the Closing. (b) With respect to the Union Agreement, (i) Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, including without limitation reasonable legal fees, wages or wage supplements incurred by Seller arising out of any default on the part of Purchaser to perform the covenants, terms and conditions thereof to be performed thereunder by Purchaser from and after the Closing and (ii) Seller hereby agrees to indemnify and hold harmless Purchaser, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, including without limitation reasonable legal fees, wages or wage supplements incurred by Purchaser arising out of any default on the part of Seller to perform the covenants, terms and conditions thereof to be performed thereunder by Seller prior to the Closing.

Union Agreements. (a) Buyer acknowledges Purchaser has been informed that Seller is or is obligated to become a signatory to the Property is covered by the Industry Wide 1999 Commercial Building Agreement between the New York Hotel & Motel Trades CouncilLocal 32B-32J Service Employees International Union, AFL-CIOCIO and The Realty Advisory Board on Labor Relations, Inc. (collectively, the “Union”) "Union Agreement"). On the Closing, Purchaser shall assume any and the Hotel Association all obligations of New York City, Inc, effective as of July 1, 2006, as amended by that certain Me Too Agreement between Seller under the Union Agreements accruing from and after Closing and Purchaser hereby agrees to indemnify and hold harmless Seller, its constituent partners, employees, agents, representatives and affiliates, from any and all claims, costs, debts, damages, fees, wages or wage supplements incurred by Seller and Manager, dated as of August 1, 2007 (pursuant to the “Union Agreement”). Buyer shall on Agreement or otherwise in connection with the Closing Date cause Replacement Manager to offer employment to and hire all sale of the Employees on their existing terms Premises, arising from Purchaser's failure or refusal either to hire the employees previously employed at the Premises or to adopt and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause Replacement Manager to assume the Union Agreement. Buyer With respect to withdrawal liability, as the term is used under the Multi-Employer Pension Plan Amendments Act of 1980 (the "Act"), Purchaser shall use commercially reasonable efforts indemnify and hold Seller free and harmless from and against all such withdrawal liability whether accruing prior to, at or after the date of Closing. In addition, provide Seller Purchaser agrees within a reasonable time following the Closing that it shall post a bond in an amount or place into escrow such sum of money with a true and complete copy of the executed agreement between Replacement Manager and Building Service 32B-J Pension (the Union which effectuates Replacement Manager’s obligation to assume "Fund"), as may be required by the Act or the Union Agreement with respect to any obligations accruing from and to employ all unionized Employees under their then current terms and conditions of employment as of the date of the Closing. In the event that Buyer sells the Property during the term of the Union Agreement, Buyer shall require the purchaser of the Property and/or the purchaser’s manager to offer employment to and hire all of the employees then covered by the Union Agreement on their existing terms and conditions of employment (including, but not limited to, existing seniority, compensation and benefits) and cause the purchaser and/or purchaser’s manager to assume the Union Agreement. Promptly after the Effective Date, but in any case, no less than ten (10) Business Days prior to the Closing, Closing date. Seller shall give the Union written notice of the execution of this Agreement. (b) Buyer agrees and does hereby agree to indemnify, defend and hold Seller and Manager free and Purchaser harmless from and against any and all liability, claims, counterclaimsactions, damages, judgments, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, accruing under the Union Agreement prior to the Closing Date. Purchaser shall and does hereby agree to indemnify, defend and hold Seller harmless from and against any and all liability, claims, actions, damages, judgments, penalties, costs and expenses (expenses, including, without limitation, reasonable attorneys’ ' fees and disbursements including those in connection with enforcing this indemnity) first arising expenses, accruing under the Union Agreement Agreements on and after the Closing Date (including, but not limited to, any liability as a result of the Worker Adjustment and Retraining Notification Act). Without limiting the general application of the preceding sentence, it is specifically agreed that Buyer agrees to indemnify, defend and hold free and harmless Seller and Manager from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity), or arising out of a failure by either Buyer or Replacement Manager claim that Purchaser has failed to adopt the Union Agreement or offer employment to all Employees subject to the Union Agreement under the terms and conditions applicable to them immediately prior to the closing; and (y) comply with respect to any severance or termination pay or any pension plan withdrawal liability obligations arising as a result of the transaction covered by this Agreement or of any sale or change in ownership or management of the Property. Seller agrees to indemnify, defend and hold Buyer (and Replacement Manager) free and harmless from and against any and all liability, claims, counterclaims, actions, damages, judgments, penalties, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements including in connection with enforcing this indemnity) first arising after the Closing date under the Union Agreement before Agreements. (b) Purchaser acknowledges that there are no non-union employees at the Closing DateBuilding and Seller presently employees certain union members to manage and operate the Building (collectively, but specifically excluding any pension plan withdrawal liability arising as the "Union Employees"). Schedules E-1 and E-2 annexed hereto contain a result list of the transaction covered by this Agreement for the period January 1996 to the Closing Date. The obligations and undertaking of Buyer under this Section 7.6 are a special inducement to Seller to enter into this Agreement without which Seller would not enter into this Agreement. such Union Employees. (c) The provisions of this Section 7.6 Article 31 shall survive the Closing.