Coach 2013 Annual Report Download - page 1088

(b) Employees. Purchaser may, or may cause another entity to, offer to continue the employment of any building service employees
who are employed at the Property immediately prior to the Closing Date , including, without limitation, employees employed by Seller’s managing agent or an
entity related to or affiliated with Seller or Seller’s managing agent (each an “ Employee” and collectively, the “Employees”), and shall comply fully with sec.
22-505 of the Administrative Code of the City of New York (“DBSWPA”), if applicable. Purchaser shall provide written notice to Seller on or prior to the date
that is forty-five (45) days prior to the Closing Date, whether it will assume, or cause another entity to assume, any of the CBAs (or corresponding
“contractors agreement,” if applicable) effective from and after the Closing Date and identifying which Employees, if any, to whom Purchaser intends to offer,
or cause another entity to offer, employment effective from and after the Closing Date. Seller, Seller’s managing agent or an entity related to or affiliated with
Seller or Seller’s managing agent, may provide any and all notices and information required by the DBSWPA with prior notice to, but without the need for
consent from, Purchaser, anything to the contrary in this Agreement notwithstanding. Purchaser shall be solely responsible for all liabilities whatsoever with
respect to any and all Employees for (i) salaries for the period from and after the Closing Date for Employees retained by Purchaser or another entity, (ii)
benefits attributable to the period from and after the Closing Date for Employees retained by Purchaser or another entity as contemplated above, (iii) to the
extent a Section 4204 transaction is not completed under Section 10(d) below with respect to the applicable Multiemployer Plan, withdrawal liability as defined
in Section 4201, et seq. of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA”) arising from and after the Closing Date, including,
without limitation, such liability arising in connection with the transactions contemplated in this Agreement, but only to the extent such withdrawal liability
relates to the operation of the Property and is actually assessed against Seller or its managing agent, (iv) benefit continuation and/or severance payments
relating to any Employee that may be payable as a result of (A) any termination of employment from and after the Closing Date of any such Employee retained
by Purchaser or another entity as contemplated above, or (B) the transactions contemplated in this Agreement, (v) notices, payments, fines or assessments due
to any governmental authority pursuant to any laws, rules or regulations with respect to the employment, discharge or layoff from and after the Closing Date
of any such Employee retained by Purchaser or another entity as contemplated above, including, but not limited to, such liability as arises under the Worker
Adjustment and Retraining Notification Act, Section 4980B of the Internal Revenue Code (COBRA) and any rules or regulations as have been issued in
connection with any of the foregoing, and (vi) for all obligations and liabilities under, arising from or otherwise relating to any collective bargaining agreement
listed in Schedule 11(c)(viii), including, any such agreement that succeeds or replaces the listed collective bargaining agreements (each, a “ CBA”), relating to
the Employees (or any of them) or the operation of the Property by Seller or its managing agent that arise and accrue on or after the Closing Date (including by
reason of the consummation of the transactions contemplated by this Agreement), including, without limitation, such obligations and liabilities of Seller or
Seller’s managing agent or an entity related to or affiliated with Seller or Seller’s managing agent concerning Purchaser’s failure to assume, or to agree in this
Agreement to assume, any CBA. The provisions of this Section 10(b) shall survive the Closing.
(c) Employment Indemnities. Seller hereby agrees to indemnify and defend Purchaser and its affiliates against, and agrees to hold
them harmless from, any and all claims, losses, damages and expenses (including, without limitation, reasonable attorneys’ fees) and other liabilities and
obligations incurred or suffered as a result of any claim by any Employee or person or entity acting in the interest of or on behalf of any Employee, including,
without limitation, any union, governmental agency or other representative, that arises under federal, state or local statute (including, without limitation, Title
VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination Act of 1967, the Equal Pay Act, the Americans with Disabilities
Act of 1990, ERISA, DBSWPA and all other statutes regulating the terms and conditions of employment), regulation or ordinance, under the common law or
in equity (including any claims for wrongful discharge or otherwise), or under any policy, agreement, CBA, understanding or promise, written or oral, formal
or informal, between Seller and the Employee, or person or entity acting in the interest of or on behalf of the Employee, arising out of actions, events or
omissions that occurred (or, in the case of omissions, failed to occur) before the Closing Date. Purchaser hereby agrees to indemnify and defend Seller and its
affiliates against, and agrees to hold them harmless from, any and all claims, losses, damages and expenses (including, without limitation, reasonable
attorneys’ fees) and other liabilities and obligations incurred or suffered as a result of any claim by any Employee or person or entity acting in the interest of or
on behalf of any Employee, including without limitation, any union, employee benefit plan, governmental agency or other representative, that arises under
federal, state or local statute (including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination Act
of 1967, the Equal Pay Act, the Americans with Disabilities Act of 1990, ERISA, DBSWPA and all other statutes regulating the terms and conditions of
employment), regulation or ordinance, under the common law or in equity (including any claims for wrongful discharge or otherwise), or under any policy,
agreement, CBA, understanding or promise, written or oral, formal or informal, between Seller or Purchaser and the Employee or person or entity acting in the
interest of or on behalf of the Employee, arising out of actions, events or omissions that occurred (or, in the case of omissions, failed to occur) on or after the
Closing Date and any action, events or omission that occurred (or, in the case of omissions, failed to occur) in connection with the transactions contemplated
in this Agreement. The provisions of this Section 10(c) shall survive the Closing.
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