Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrarycontrary (including, without limitation, Section 2.5), from and after the Closing, (i) the Candlewood Parties Seller shall indemnify and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' ’ and accountants' ’ fees and disbursements) to the extent arising out of (xA) events, events or contractual obligations, acts acts, or omissions of the Candlewood Parties Owner or Tenant that occurred in connection with the ownership or operation of any the Property prior to the Closing or Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (yB) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) the Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the Candlewood Parties “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' ’ and accountants' ’ fees and disbursements) to the extent arising out of (xA) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of any the Property on or after the ClosingClosing Date, or (yB) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof on or at any time or times after the Closing. Closing Date, or (bC) Whenever it is provided in this Agreement that an obligation of subject to the Candlewood Parties will be assumed by the Purchaser on or after the Closinglimitations set forth herein, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence breach of any liability for which the other party is representation or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used warranty made by Purchaser hereunder or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) certificate delivered by Purchaser hereunder. The provisions of this Section 11.1 12.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood ShoLodge Parties shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood ShoLodge Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood ShoLodge Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood ShoLodge Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood ShoLodge Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser and its permitted (under this Agreement) successors and assigns from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts Space Leases or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property Contracts and relating to periods prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing or (z) all accounts payable and sales taxes due for or on account of the period prior to Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts the Contracts or omissions of Purchaser that occur in connection with the ownership or operation of any Property Space Leases relating to periods on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof at any time or times on or after the Closing or (z) sales taxes due for or on account of the period from and after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) At the request of either party, the provisions of this Section 14.1 shall be included in any or all of the Closing documents ------------ contemplated by this Agreement. The provisions of this Section 11.1 14.1 shall ------------ survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to Notwithstanding any express provisions of this ---------------------- Agreement to the contrary, (i) the Candlewood Parties Seller shall hold harmless, indemnify and hold harmless the Purchaser from defend Purchaser, its affiliates, successors and against any and all obligationsassigns, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursementsother legal expenses and other charges, but specifically excluding any claims, losses, damages, liabilities and expenses related or connected to, in any way, the payment obligations pursuant to Section 5.03 of the Management Agreement) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection connected with the ownership or operation of any Property on the Inns and relating to the period during which Seller (or after its affiliates) owns the ClosingInns, including, without limitation, actions or (y) any claims relating to damage to property of others or injury to or death of any person during such period of ownership of the Inns by Seller (or its affiliates), any claims for any debts or obligations occurring on or about any Property or in connection with the Inns or any portion thereof or with respect to the Inns' operations at any time during such period, or times after any claims for any damages relating to defaults under any Contracts, Equipment Leases or Space Leases occurring during such period (whether or not such Contracts, Equipment Leases or Space Leases relating to the Closing. Inns are reflected on an Exhibit to this Agreement);, and (bii) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to hold harmless, indemnify and hold harmless the Candlewood Parties and their respective defend Seller, its affiliates, successors and assigns from assigns, against any and against all obligations, claims, losses, damages, liabilities, costs, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expensesother charges) arising from any failure connected with the ownership or operation of the Inns and relating to the period during which Purchaser (or its affiliates) owns the Inns from and after the Closing Date, including, without limitation, actions or claims relating to perform damage to property or injury to or death of any person during such period of ownership of the obligation so assumed Inns by Purchaser (or its affiliates), any claims for any debts or obligations occurring on or after about the Inns or any portion thereof or with respect to the Inns' operations at any time during such period, or any claims for any damages relating to defaults under any Contracts, Equipment Leases or Space Leases occurring during such period (whether or not such Contracts, Equipment Leases or Space Leases relating to the Inns are reflected on an Exhibit to this Agreement). The foregoing indemnities shall survive the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, from and after any closing, with respect to the applicable Property, (i) the Candlewood Parties Sellers shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, events or contractual obligations, acts acts, or omissions of the Candlewood Parties Sellers that occurred in connection with the ownership or operation of any Property prior to the applicable Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the applicable Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Sellers from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts acts, or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the applicable Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the applicable Closing. The provisions of this Section 11.1 shall not apply to any liabilities or obligations with respect to hazardous substances, the liabilities of the parties with respect thereto being governed by applicable law. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Sellers will be assumed by the Purchaser on or after the applicable Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Sellers and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the applicable Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing Closings hereunder and the termination of this Agreement.

Agreement to Indemnify. Subject to the conditions of this Article VII: (a) Subject Purchaser hereby agrees to any express provisions of this Agreement to the contraryindemnify, (i) the Candlewood Parties shall indemnify defend and hold harmless Seller and the Purchaser Principals from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (expenses, including, without limitation, interest, penalties and reasonable attorneys' attorney's fees, costs and accountants' fees disbursements and disbursements) expenses (collectively, "Damages"), asserted against, resulting to, imposed upon or incurred by Seller directly or indirectly, arising out of or resulting from (xi) eventsa breach of any representation, contractual obligationswarranty, acts covenant or omissions agreement of Purchaser contained in or made pursuant to this Agreement (including but not limited to enforcement of this Article VII), the other Transaction Documents or the transactions contemplated hereby or thereby or any facts or circumstances constituting such a breach; and (ii) any indebtedness, obligation or liability assumed by Purchaser pursuant to Section 1.4(b) hereof and (iii) the operation, use or ownership of the Candlewood Parties that occurred in connection with Restaurants, Assets, Real Property Leases, Real Properties, the ownership Easements and Assumed Contracts, during, or operation which have otherwise accrued from or otherwise relate to, the period of time after the Closing Date; and (b) Seller and the Principals, jointly and severally, hereby agree to indemnify, defend and hold harmless Purchaser and its officers, directors and shareholders from and against all Damages asserted against or incurred by Purchaser or such officers, directors and shareholders, directly or indirectly, arising out of or resulting from: (i) a breach of any representation, warranty, covenant or agreement of Seller contained in or made pursuant to this Agreement (including but not limited to enforcement of this Article VII, the other Transaction Documents or any facts or circumstances constituting such a breach; (ii) any indebtedness, obligations or liabilities of Seller including, but not limited to, any liability or obligation set forth in Section 1.4(a), and the tax liabilities set forth in Section 2.17 other than those expressly assumed by Purchaser hereunder, (iii) a breach of or otherwise arising under any Environmental Law to the extent the same arises out of any condition or state of facts or otherwise relates to the period of time commencing on the date of possession by the Seller of the Real Property in question and ending on the Closing Date; (iv) the operation, use or ownership of the Restaurants, Assets, Real Properties, Leases, the Easements and Assumed Contracts during, or which have otherwise accrued from or otherwise relate to the period of time prior to the Closing or Date; (yv) Seller's failure to pay and discharge all claims of creditors which may be asserted against Purchaser by reason of Purchaser's waiver of compliance by Seller of the Bulk Sales Laws; and (vi) any damage claims made with respect to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the ClosingPlan. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser and its permitted (under this Agreement) successors and assigns from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts the Contracts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property Space Leases and relating to periods prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing or (z) all accounts payable and sales taxes due for or on account of the period prior to Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts the Contracts or omissions of Purchaser that occur in connection with the ownership or operation of any Property Space Leases relating to periods on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof at any time or times on or after the Closing or (z) sales taxes due for or on account of the period from and after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The At the request of either party, the provisions of this Section 11.1 14.1 shall be included in any or all of the Closing documents ------------ contemplated by this Agreement. The provisions of this Section 14.1 shall survive the Closing and the termination of this Agreement.. ------------

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Sellers shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties Sellers that occurred in connection with the ownership or operation of any Property of the Properties prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property of the Properties or any portion thereof at any time or times prior to the Closing, and (ii) subject to the terms of the Lease, the Purchaser shall indemnify and hold harmless the Candlewood Parties Sellers from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Purchaser that occur in connection with the ownership or operation of any Property of the Properties on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property of the Properties or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Sellers will be assumed by the Purchaser on or after the Closing, then, subject to the terms of the Lease, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Sellers and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either any party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 12.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express the conditions and provisions set forth in this Article VIII, Seller agrees, upon the lapse of this Agreement the thirty (30) day period after Seller is notified in writing of such a demand, claim, action or cause of action, to the contraryindemnify, (i) the Candlewood Parties shall indemnify defend and hold harmless the Purchaser Buyer from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses expenses, including reasonable attorney's fees, asserted against or imposed upon or incurred by the Buyer, as the case may be, directly or indirectly, in whole or in part, resulting from (i) all debts, liabilities and obligations, actual or alleged, arising at any time from or related to the ownership, control or operation of the Assets or Business by Seller prior to Closing, (ii) sales taxes imposed upon Seller and arising out of the operation of the Businesses or with respect to Seller's ownership, use, control, operation or sale of the Assets, (iii) any obligation of Seller pertaining to interest on the shareholder loans whether directly to the shareholder advancing funds to Seller or to any federal, state or local tax authority, (iv) a breach of any covenant, or the inaccuracy in any respect of any representation or warranty, of Seller contained in or made pursuant to this Agreement and (v) all other liabilities for which the Buyer may become liable and which are covered by this indemnity, including, without limitation, reasonable attorneys' all federal, state and accountants' fees and disbursements) arising out of (x) eventslocal taxes applicable to the ownership, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership control or operation of any Property the Assets on and prior to the Closing or (y) any damage to property Date and liabilities arising as a result of others or injury to or death the calculation of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closingsame. (b) Whenever it is provided in Subject to the conditions and provisions of this Agreement that an obligation Article VIII, Buyer agrees, upon the lapse of the Candlewood Parties will be assumed by the Purchaser on thirty (30) day period after Buyer is notified in writing of such a demand, claim, action or after the Closingcause of action, the Purchaser shall be deemed to have also agreed to indemnify indemnify, defend and hold harmless the Candlewood Parties and their respective successors and assigns Seller from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costscost and expenses, including reasonable attorney fees, asserted against or imposed upon or incurred by the Seller, as the case may be, directly or indirectly, in whole or in part, resulting from (i) the failure of Buyer to pay any of the Assumed Liabilities (except as may be set forth in Section 1.2 above), (ii) a breach of any covenant, or other inaccuracy in any respect of any representation or warranty, of Buyer contained in or made pursuant to this Agreement, (iii) any and all claims and contingent liabilities relating to the Assumed Liabilities, including without limitation any contingent liabilities, whether now existing or hereafter arising, pertaining to Seller's and/or Buyer's utilization of the names "Eyesite" and "eyesite.com", and expenses (iv) xxx xxxxx liabilities for which Seller may become liable and which are covered by this indemnity, including, without limitation, reasonable attorneys' all federal, state and accountants' fees and expenses) arising from any failure local taxes applicable to the ownership, control or operation of the Purchaser to perform the obligation so assumed on or Assets after the ClosingClosing Date and liabilities arising as a result of the calculation of same. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise All of the existence adjustments, demands, claims, actions or causes of any liability action, assessments, losses, damages, liabilities, costs and expenses to which a party may be entitled to recover or for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in entitled to indemnification pursuant to this Agreement shall hereinafter be referred to as the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim"Indemnification Claims". (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to From and after the Closing, Seller will indemnify on an after Tax basis Buyer and its Affiliates, officers, directors, partners, shareholders, members, agents, employees, permitted assigns and successors (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Indemnitees as incurred in respect of any express provisions Damages which any such Buyer Indemnitee may suffer, sustain or become subject to, as a result of this Agreement to the contraryor relating to, without duplication: (i) the Candlewood Parties shall indemnify Breach of any representation or warranty made by Seller contained in this Agreement or any certificate or instrument delivered by Seller in connection herewith (“Seller Warranty Breach”); (ii) the Breach by Seller of any covenant of Seller contained in this Agreement or any other Transaction Agreement (other than the Transition Services Agreement), including the failure of Seller to assume, pay, perform and hold harmless discharge the Purchaser from and against Excluded Liabilities; (iii) any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) Liability arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property (A) the Business Assets or the Business prior to the Closing Effective Time, other than the Assumed Obligations or (yB) the Excluded Assets; (iv) any damage to property of others or injury to or death Liability of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior Acquired Subsidiary, other than (A) Liabilities of the Acquired Subsidiaries to the Closing, extent specifically included in the Final Working Capital set forth on the Final Closing Statement and (iiB) the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against Liabilities of any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) Acquired Subsidiary arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of the business of any Property on Acquired Subsidiary, in each case, at or after the ClosingEffective Time, including under the Contracts included in the Business Assets (other than any Liability arising out of or relating to a Breach of such Contract that occurred prior to the Effective Time); or (yv) any damage to property of others or injury Liability with respect to or death relating to the employment by Seller or its Affiliate of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the ClosingRetained Employee. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or From and after the Closing, Buyer will indemnify Seller and its officers, directors, partners, shareholders, members, agents, employees, permitted assigns and successors (collectively, the Purchaser shall be deemed to have also agreed to indemnify “Seller Indemnitees”) and hold each of them harmless the Candlewood Parties and their respective successors and assigns from and against all claimsand pay on behalf of or reimburse such Seller Indemnitees as incurred in respect of any Damages which any such Seller Indemnitee may suffer, lossessustain or become subject to, damages, liabilities, costs, and expenses (includingas a result of or relating to, without limitationduplication: (i) the Breach of any representation or warranty made by Buyer contained in this Agreement or any certificate or instrument delivered by Seller in connection herewith (“Buyer Warranty Breach”); (ii) the Breach by Buyer of any covenant of Buyer contained in this Agreement or any other Transaction Agreement (other than the Transition Services Agreement), reasonable attorneys' and accountants' fees and expenses) arising from any including the failure of Buyer to assume, pay, perform and discharge the Purchaser to perform Assumed Obligations (including obligations in respect of the obligation so assumed on Temporarily Retained Employees); or (iii) any Liability arising out of the ownership or operation of the Business Assets or the Business or any Acquired Subsidiary, in each case, at or after the ClosingEffective Time, other than the Excluded Liabilities and other than as provided in Section 10.02(a)(iv). (c) Whenever either party shall learn through In determining the filing meaning of “after-Tax basis,” the amount of any Damages for which indemnification is provided to a claim Buyer Indemnitee or Seller Indemnitee (a “Tax Indemnitee”) under this Article X will be: (i) reduced by the commencement Tax benefit (determined on a net present value basis) of a proceeding or otherwise any deductions taken by the Tax Indemnitee on account of such Damages; and (ii) increased by the amount of the existence aggregate additional Tax Liability incurred or to be incurred by the Tax Indemnitee as a result of any liability for which the other party is or may be responsible receipt of payments under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.Article X.

Agreement to Indemnify. (ai) Subject to any express provisions of this Agreement to the contrary, from and after any Closing, with respect to the applicable Property (ia) the Candlewood Marriott Parties shall indemnify indemnify, defend and hold harmless the Purchaser HPT Parties from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (xi) any assessment imposed upon any Property for improvements commenced prior to the Closing Date for such Property which are not otherwise reflected in the pro forma budget prepared by the Marriott Parties and delivered to the HPT Parties prior to the Closing for such Property, (ii) events, contractual obligationsacts, acts or omissions of the Candlewood Marriott Parties that occurred in connection with the their ownership or operation of any the applicable Property prior to the applicable Closing Date or obligations accruing prior to the applicable Closing Date under any contract of the Marriott Parties (except to the extent of any adjustment made in respect of such contract at Closing under this Agreement), or (yiii) any claim against any of the HPT Parties for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against and arising out of any event occurring on or about or in connection with any the applicable Property or any portion thereof thereof, at any time or times prior to the Closing, applicable Closing Date and (iib) the Purchaser HPT Parties shall indemnify indemnify, defend and hold harmless the Candlewood Marriott Parties from and against any and all obligations, claims, losses, damages, liabilities liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of any material breach of a representation or warranty made by any of the HPT Parties under this Agreement. The indemnity provided for in this Section 21(p) (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection other than the indemnity provided with the ownership or operation respect to a breach of any Property on representation or after warranty) shall not extend to any consequential damages. Nothing set forth in this Section 21(p) shall modify or affect the Closing, or (y) any damage to property of others or injury to or death liability of any person party under any of the Leases or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the ClosingManagement Agreement. (bii) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the any other party is or may be responsible under this Agreement, the party learning of such liability shall notify each of the other party parties promptly and furnish such copies of such documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party or parties full opportunity to defend the same in the name of such party and shall generally cooperate with said other party or parties in the defense of any such claim. (diii) The provisions of this Section 11.1 21(p) shall survive the Closing Closings hereunder and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser and its permitted (under this Agreement) successors and assigns from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts Space Leases or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property Contracts and relating to periods prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing or (z) all accounts payable and sales taxes due for or on account of the period prior to Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts the Contracts or omissions of Purchaser that occur in connection with the ownership or operation of any Property Space Leases relating to periods on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof at any time or times on or after the Closing or (z) sales taxes due for or on account of the period from and after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or -45- 52 otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) At the request of either party, the provisions of this Section 14.1 shall be included in any or all of the Closing documents contemplated by this Agreement. The provisions of this Section 11.1 14.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood ShoLodge Parties shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood ShoLodge Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood ShoLodge Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood ShoLodge Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood ShoLodge Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section SECTION 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of ----------------------- this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties Seller that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the ------------ termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of ---------------------- this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties Seller that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the ------------ termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) subject to the terms and conditions of the Second Amended Lease, the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to the limitations set forth in this Section 9.6, and notwithstanding any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall hold harmless, indemnify and hold harmless the defend Purchaser from and against any and all claims asserted by any third-party(ies) with respect to obligations, claims, losses, damages, liabilities, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' ’ fees and disbursementsother charges) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection connected with the ownership or operation of any Property prior the Hotel and relating to the Closing period during which Seller owned the Hotel, including, without limitation, actions or (yclaims asserted by such third-party(ies) any relating to damage to property of others or injury to or death of any person during the period of Seller’s ownership of the Hotel, or any claims by any such third-party(ies) for any debts or obligations occurring on or about or in connection with any Property the Hotel or any portion thereof or with respect to the Hotel’s operations at any time or times prior during such period. As a material part of the consideration for this Agreement Benchmark Development, Inc. shall guarantee the Seller’s obligations set forth in this Section 9.6(a). (b) Subject to the Closinglimitations set forth in this Section 9.6, and (ii) notwithstanding any provisions of this Agreement to the contrary, Purchaser shall hold harmless, indemnify and hold harmless the Candlewood Parties from defend Seller, its affiliates, members, partners, shareholders, directors, managers, employees representatives and agents against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements’ fees) arising out of, or in any way relating to, (a) any breach of any representation or warranty of the Seller contained in this Agreement, (xb) events, contractual and breach of any covenant of the Seller which survives the Closing contained in this Agreement and (c) any claims asserted by any third-party(ies) with respect to obligations, acts or omissions of Purchaser that occur in connection claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and other charges) connected with the ownership or operation of any Property on or the Hotel and relating to the period after the ClosingClosing Date, including, without limitation, actions or (yclaims asserted by such third-party(ies) any relating to damage to property of others or injury to or death of any person during the period after the Closing Date, or any claims by any such third-party(ies) for any debts or obligations occurring on or about any Property or in connection with the Hotel or any portion thereof or with respect to the Hotel’s operations at any time or times after the Closingduring such period. (bc) Whenever Subject to the limitations set forth in this Section 9.6, whenever it is provided in this Agreement that an obligation of the Candlewood Parties one party will be assumed by the Purchaser other party on or after the Closing, the Purchaser party so assuming such liability also shall be deemed to have also agreed to indemnify indemnify, defend and hold harmless the Candlewood Parties other party and their respective its successors and assigns assigns, from and against all claims, losses, damages, liabilities, costs, costs and expenses (including, without limitation, including reasonable attorneys' and accountants' ’ fees and expensesother charges) arising from any failure of the Purchaser assuming party to perform the obligation so assumed on or after the ClosingClosing and from all third party claims brought against the other party to the extent relating to the period from and after assumption of the liability on which the claim is based. (cd) Whenever Subject to the limitations set forth in this Section 9.6, whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such the notifying party and generally shall generally cooperate with said other party in the defense of any such claim. Upon receipt of such notice of possible liability, the party obligated to provide indemnity shall have the right to provide a written notice to the party entitled to indemnity that the indemnifying party elects to assume the defense of such matter, including, without limitation, the employment of counsel reasonably satisfactory to the indemnified party; whereupon the indemnifying party shall have the right to prosecute such defense and shall be responsible for the payment of the fees and disbursements of such counsel; provided, however, if in the reasonable judgment of the indemnified party, (i) such litigation, action, suit, demand, claim or the resolution thereof, would have a material adverse effect on the indemnified party or (ii) the indemnifying party shall have a conflict of interest in defending such action on the indemnified party’s behalf, then at the indemnified party’s election, the indemnified party may defend itself, and in either of such instances it shall be at the indemnifying party’s expense; provided, however, that the indemnifying party shall be responsible for the reasonable fees of no more than one counsel in each jurisdiction in each proceeding. No indemnifying party shall be responsible for any obligation, loss, cost, expense or other liability to the extent that (a) the party entitled to indemnification failed to provide prompt notice thereof to the indemnifying party and (b) such obligation, loss, cost, expense or other liability could have been avoided if prompt notice had been given. (de) The Notwithstanding the foregoing provisions of Section 9.6(a), (i) the Seller shall not be required to indemnify under Section 9.6(a) or otherwise (collectively, the “Seller Indemnity Obligations”) under this Section 11.1 Agreement unless the aggregate amount of the Seller Indemnity Obligations otherwise payable by the Seller exceeds the Basket Limitation and, in such event, the Seller shall be responsible only for such amount in excess of the Basket Limitation, (ii) in no event shall the liability of the Seller with respect to the Seller Indemnification Obligations exceed in the aggregate the Cap Limitation, and (iii) if prior to the Closing, the Purchaser obtains or has actual knowledge of any inaccuracy or breach of any representation, warranty or covenant of the Seller contained in this Agreement (a “Purchaser Waived Breach”) and nonetheless proceeds with and consummates the Closing, then the Purchaser shall be deemed to have waived and forever renounced any right to assert a claim for indemnification under this Agreement for, or any other claim or cause of action under this Agreement, at law or in equity on account of any such Purchaser Waived Breach. (f) Notwithstanding anything in this Agreement to the contrary, the covenants contained in this Agreement and the Closing Documents shall survive the Closing for a period of one (1) year and the representations and warranties shall survive the Closing for the Rep Survival Period, unless otherwise provided for in this Agreement (such periods, the “Survival Periods”), at which point each covenant, representation and warranty will expire and be of no force and effect. (g) Any claim for indemnification not made by a party on or prior to the last day of the applicable Survival Period shall be irrevocably and unconditionally released and waived; provided, however, that any obligation to indemnify and hold harmless under Section 9.6(a) shall not terminate with respect to any indemnifiable obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) to which the person to be indemnified shall have given notice in accordance herewith before the termination of the applicable Survival Period. (h) If the Closing has occurred, the sole and exclusive remedy available to a party in the event of a breach by the other party to this Agreement of any representation, warranty, covenant or other provision of this Agreement or any Closing Document which survives the Closing shall be the indemnifications provided for under this Section 9.6, which indemnification obligations shall survive the Closing indefinitely (subject to Section 9.6(g)). (i) The amount of any obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) for which indemnification is provided under this Section 9.6 shall be net of any amounts actually recovered by the indemnified party under insurance policies with respect to such obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) (net of any expenses the Purchaser and the indemnified parties incurred in connection with such recovery or any other adverse consequence suffered in pursuing such recovery, including any increase in premium). The Purchaser shall use its commercially reasonable efforts (which shall not include commencing litigation) to recover under insurance policies for any Losses under this Agreement. If an indemnified party receives any amounts under applicable insurance policies with respect to an indemnification claim subsequent to an indemnification payment by an indemnifying party with respect to such indemnification claim, then such indemnified party shall promptly reimburse the indemnifying party, up to the amount received by the indemnified party under such policies.

Agreement to Indemnify. (a) Subject to the terms an conditions of this Section, the Purchaser and the Company hereby agrees for a period of two (2) years to indemnify, defend and hold each other harmless from an against all demands, claims, actions or causes of action, assessments, 1088s, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against relating to, imposed upon or incurred by the Company or the Purchaser by reason of or resulting from a breach of (i) any express provisions of representation or warranty given by the Purchaser or Company contained in or made pursuant to this Agreement, or (ii) any provision set forth in this Agreement to be performed by the contraryPurchaser or Company or the Purchaser's or Company's Representatives. Subject to the terms and conditions of this Section, (i) the Candlewood Parties shall indemnify Company and the Purchaser herby agree to indemnify, defend and hold each other harmless the Purchaser from and against any and all obligations1 demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, co costs and reasonable attorneys' fees (including paralegal and accountants' law clerk fees an other legal expenses and disbursementscosts) arising out and expenses, asserted against, relating to, imposed upon or incurred by the Company or the Purchaser by reason of or resulting from a breach of (xi) eventsany representation or warranty given by the Company or e Purchaser contained in or made pursuant to this Agreement, contractual obligationsor (ii) any provision set forth in this Agreement to be performed by the Purchaser, acts the Company or omissions e Company Representatives. All of the Candlewood Parties that occurred in connection foregoing are hereinafter collectively referred to as “Claims” and singularly as a "Claim." (a) Conditions of Indemnification. The obligations and liabilities of the Purchaser, the Company and the Purchaser, with respect to Claims resulting from the ownership or operation assertion of liability by third parties, shall be subject to the following terms and conditions: (1) The party hereto seeking indemnification (the "Indemnitee") will give the other party hereto (the "Indemnitor") notice of any Property prior such Claim reasonably promptly after the Indemnitee receives notice thereof, and the Indemnitor will undertake the defense .thereof by representatives of its own choosing. (2) In the event that the Indemnitor, within ten (10) business days after notice of any such Claim, fails to defend such Claim, the·Indemnitee will (upon giving written notice to the Closing Indemnitor) ha e the right, but not the obligation, to undertake the defense, compromise or (y) any damage settlement of such Claim on behalf of and for the account and risk of the Indemnitor, subject to property the right of others or injury the Indemnitor to or death assume e defense of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof such Claim at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts settlement compromise or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closingfinal determination thereof. (b3) Whenever it is provided Anything in this Agreement Section to the contrary notwithstanding is a reasonable probability that an obligation a Claim may materially affect the Indemnitee other than as a result of money damages or other money payments, the Indemnitee shall have the right to defend. compromise or settle such Claim. in good faith on behalf f and for the account and risk of the Candlewood Parties will be assumed by the Purchaser on or after the ClosingIndemnitor. however, the Purchaser Indemnitee shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (includingnot, without limitationthe Indemnitor's written consent, reasonable attorneys' and accountants' fees and expenses) arising from settle or compromise any failure of the Purchaser Claim or consent to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence entry of any judgment which does not include an unconditional release from all liability for which in respect of such Claim, other than liability specified in the other party is settlement. from the claimant or may be responsible under this Agreementplaintiff to the Indemnitor and the Indemnitee. To the greatest extent reasonably possible, the party learning of parties shall attempt to obtain general releases from such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used plaintiff or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claimclaimant. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall ---------------------- indemnify and hold harmless Buyer and any partner, member, manager officer, director, trustee, beneficiary, employee or agent of Buyer (collectively, the Purchaser "Buyer Indemnitees") from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursementsdisbursements (collectively, "Damages") to the extent arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (yA) any loss or damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the ClosingClosing Date (other than as to and excluding Damages of or to a Governmental Authority arising out of the physical or environmental condition of the Property prior to the Closing Date and other than as to Damages for remediation pertaining to the physical or environmental condition of the Property prior to the Closing Date), or (B) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) the Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the Candlewood Parties "Seller Indemnities") from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) Damages to the extent arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (yA) any loss or damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof on or at any time or times after the Closing. Closing Date (b) Whenever it is provided in this Agreement that an obligation other than as to and excluding Damages of or to a Governmental Authority arising out of or resulting from or relating to the physical or environmental condition of the Candlewood Parties will be assumed by Property prior to the Purchaser on Closing Date and other than as to Damages for remediation pertaining to the physical or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure environmental condition of the Purchaser Property prior to perform the obligation so assumed on Closing Date), or after (B) subject to the Closing. (c) Whenever either party shall learn through the filing of limitations set forth herein, a claim or the commencement of a proceeding or otherwise of the existence breach of any liability for which the other party is representation or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used warranty made by Purchaser hereunder or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) certificate delivered by Purchaser hereunder. The provisions of this Section 11.1 10.16.1 shall survive the Closing and the termination of this Agreement. Seller's liabilities under this Section 10.16 shall not extend the Survival Period stated in Section 7.3 hereof or exceed the Maximum Liability Amount provided in Section 10.2.1 hereof, to the extent not covered by insurance.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless Buyer and any partner, member, manager officer, director, trustee, beneficiary, employee or agent of Buyer (collectively, the Purchaser “Buyer Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' ’ and accountants' ’ fees and disbursementsdisbursements (collectively, “Damages”) to the extent arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (yA) any loss or damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closingapplicable Closing Date (other than as to and excluding Damages of or to a governmental authority arising out of the physical or environmental condition of the Property prior to the applicable Closing Date and other than as to Damages for remediation pertaining to the physical or environmental condition of the Property prior to the applicable Closing Date), (B) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, or (C) obligations and liabilities of Seller accruing or arising prior to the applicable Closing under any of the Hotel Ground Lease, the Retail Ground Lease, the Option Agreement, the PILOT Agreement, the License Agreement, the Management Agreement or the matters assigned under the Other Assignment and Assumption Agreement (collectively, the “Assigned Matters”) and (ii) the Purchaser Buyer shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the Candlewood Parties “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) Damages to the extent arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (yA) any loss or damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof on or at any time or times after the Closing. applicable Closing Date (b) Whenever it is provided in this Agreement that an obligation other than as to and excluding Damages of or to a Governmental Authority arising out of or resulting from or relating to the physical or environmental condition of the Candlewood Parties will be assumed Property prior to the applicable Closing Date and other than as to Damages for remediation pertaining to the physical or environmental condition of the Property prior to the applicable Closing Date), (B) a breach of any representation or warranty made by Buyer hereunder or in any certificate delivered by Buyer hereunder or a breach of Buyer’s covenant to use commercially reasonable best efforts to agree on a form of Hotel Sublease to the Purchaser extent set forth in Section 3.13.6 above, or (C) obligations or liabilities of Buyer accruing or arising on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from applicable Closing under any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) Assigned Matters. The provisions of this Section 11.1 9.15.1 shall survive the Closing and the termination of this Agreement. Seller’s liabilities under this Section 9.15 shall not extend the applicable Survival Period stated in Section 6.3 hereof or exceed the Maximum Liability Amount provided in Section 9.2.1 hereof, to the extent not covered by insurance.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser and its permitted (under this Agreement) successors and assigns from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsSpace Leases, contractual obligations, acts the Assumed Debt or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property Contracts and relating to periods prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing or (z) all accounts payable and sales taxes due for or on account of the period prior to Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsthe Contracts, contractual obligations, acts the Space Leases or omissions of Purchaser that occur in connection with the ownership or operation of any Property Assumed Debt relating to periods on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof at any time or times on or after the Closing or (z) sales taxes due for or on account of the period from and after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) At the request of either party, the provisions of this Section 14.1 shall be included in any or all of the Closing documents ------------ contemplated by this Agreement. The provisions of this Section 11.1 14.1 shall ------------ survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, from and after any closing, with respect to the applicable Property, (i) the Candlewood Parties Sellers shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, events or contractual obligations, acts acts, or omissions of the Candlewood Parties Sellers that occurred in connection with the ownership or operation of any Property prior to the applicable Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the applicable Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Sellers from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts acts, or omissions of the Purchaser that occur in connection with the ownership or operation of any Property on or after the applicable Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the applicable Closing. The provisions of this Section 12.1 shall apply neither to any liabilities or obligations with respect to hazardous substances, the liabilities of the parties with respect thereto being governed by applicable law nor to any liabilities or obligations with respect to the physical condition of the Properties, the liabilities of the parties with respect thereto being governed by other provisions of this Agreement. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Sellers will be assumed by the Purchaser on or after the applicable Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Sellers and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the applicable Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 12.1 shall survive the Closing Closings hereunder and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary: (a) Seller shall hold harmless, (i) the Candlewood Parties shall indemnify and hold harmless the defend Purchaser from and against any and all obligations, claims, losses, damages, liabilities, liabilities and expenses (including, without limitation, including reasonable attorneys' and accountants' fees and disbursementsother charges) arising out of any claims as a result of: (xi) events, contractual obligations, acts the inaccuracy of any representation or omissions warranty of the Candlewood Parties that occurred Seller set forth in this Agreement (or any ancillary agreement entered into in connection with the ownership or operation of any Property prior to the Closing this Agreement); or (yii) the failure of Seller to perform any damage to property of others or injury to or death of any person its obligations under this Agreement (or any claims for any debts or obligations occurring on or about or ancillary agreement entered into in connection with any Property or any portion thereof at any time or times this Agreement). Notwithstanding the foregoing, if prior to the Closing, Purchaser has knowledge of an inaccuracy or breach of any of Seller's representations, warranties or covenants and (ii) Purchaser nonetheless proceeds with and consummates the Closing, then Purchaser shall be deemed to have waived and forever renounced any right to assert a claim of breach or for indemnification with respect to such inaccuracy or breach that was known to Purchaser prior to Closing. (b) Purchaser shall hold harmless, indemnify and hold harmless the Candlewood Parties from and defend Seller against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursementsother charges) arising out of any claims as a result of: (xi) events, contractual obligations, acts the inaccuracy of any representation or omissions warranty of Purchaser that occur set forth in this Agreement (or any ancillary agreement entered into in connection with this Agreement); or (ii) the ownership failure of Purchaser to perform any of its obligations under this Agreement (or operation of any Property on or after ancillary agreement entered into in connection with this Agreement). Notwithstanding the foregoing, if prior to the Closing, Seller has knowledge of an inaccuracy or (y) any damage to property of others or injury to or death breach of any person of Purchaser's representations, warranties or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after covenants and Seller nonetheless proceeds with and consummates the Closing, the Purchaser then Seller shall be deemed to have also agreed waived and forever renounced any right to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure assert a claim of the Purchaser breach or for indemnification with respect to perform the obligation so assumed on such inaccuracy or after the breach that was known to Seller prior to Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions the terms and conditions of this Agreement Agreement, the Company herby agrees to the contraryindemnify, (i) the Candlewood Parties shall indemnify defend and hold the Feishang Shareholder harmless the Purchaser from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys' fees (including paralegal and accountants' law clerk fees and disbursementsother legal expenses and costs) arising out and expenses, asserted against, relating to, imposed upon or incurred by the Feishang Shareholder by reason of or resulting from (xi) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation a breach of any Property prior to agreement set forth in this Agreement by the Closing Company or (y) any damage to property of others the Company Representatives, or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property or any portion thereof at any time or times prior to the Closing, and (ii) a breach of any representation or warranty given by the Purchaser Company contained in or made pursuant to this Agreement; provided that, in the case of clause (ii), notice of such breach of representation or warranty is given to the Company within two years of the Closing Date, except with respect to the representations and warranties contained in Sections 4(a) through 4(d), 4(k) and 4(l), which shall indemnify survive without limitation. Subject to the terms and conditions of this Agreement, each of Feishang and the Feishang Shareholder hereby agrees, severally and not jointly, to indemnify, defend and hold the Company harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costscosts and expenses, and expenses (including, including without limitation, interest, penalties, court costs and reasonable attorneys' fees (including paralegal and accountants' law clerk fees and other legal expenses and costs) and expenses, asserted against, relating to, imposed upon or incurred by the Company by reason of or resulting from a breach of (i) arising from any failure of the Purchaser agreement set forth in this Agreement by Feishang or Feishang Shareholder, or (ii) any representation or warranty given by Feishang or Feishang Shareholder contained in or made pursuant to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning provided that notice of such liability shall notify breach of representation or warranty is given to Feishang or Feishang Shareholder within two years of the other party promptly Closing Date, except with respect to the representations and furnish such copies of documents (and make originals thereof availablewarranties contained in Section 2(a) - 2(b), 3(a) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 3(b), which shall survive without limitation. All of the Closing foregoing are hereinafter collectively referred to as "Claims" and the termination of this Agreementsingularly as a "Claim."

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property 21 or any portion thereof at any time or times prior to the Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property or any portion thereof at any time or times after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser and its permitted (under this Agreement) successors and assigns from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsSpace Leases, contractual obligationsHotel Lease, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property Contracts periods prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing or (z) all accounts payable and sales taxes due for or on account of the period prior to Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsthe Contracts, contractual obligationsthe Space Leases or the Hotel Lease, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property relating to periods on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof at any time or times on or after the Closing or (z) sales taxes due for or on account of the period from and after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) At the request of either party, the provisions of this Section 14.1 shall be included in any or all of the Closing documents ------------ contemplated by this Agreement. The provisions of this Section 11.1 14.1 shall ------------ survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser and its permitted (under this Agreement) successors and assigns from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsSpace Leases, contractual obligations, acts the Assumed Debt or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property Contracts and relating to periods prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing or (z) all accounts payable and sales taxes due for or on account of the period prior to Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsthe Contracts, contractual obligations, acts the Space Leases or omissions of Purchaser that occur in connection with the ownership or operation of any Property Assumed Debt relating to periods on or after the Closing, or (yY) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof at any time or times on or after the Closing or (z) sales taxes due for or on account of the period from and after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) At the request of either party, the provisions of this Section 14.1 shall be included in any or all of the Closing documents ------------ contemplated by this Agreement. The provisions of this Section 11.1 14.1 shall ------------ survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Sellers shall indemnify and hold harmless the Purchaser from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties Sellers that occurred in connection with the ownership or operation of any Property of the Properties prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property of the Properties or any portion thereof at any time or times prior to the Closing, and (ii) subject to the terms of the Lease, the Purchaser shall indemnify and hold harmless the Candlewood Parties Sellers from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, contractual obligations, acts or omissions of the Purchaser that occur in connection with the ownership or operation of any Property of the Properties on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property of the Properties or any portion thereof at any time or times after the Closing. . -21- (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Sellers will be assumed by the Purchaser on or after the Closing, then, subject to the terms of the Lease, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Sellers and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The provisions of this Section 11.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless Buyer and any partner, member, manager officer, director, trustee, beneficiary, employee or agent of Buyer (collectively, the Purchaser “Buyer Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' ’ and accountants' ’ fees and disbursementsdisbursements (collectively, “Damages”) to the extent arising out of (x) events, contractual obligations, acts or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property prior to the Closing or (yA) any loss or damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any Property the Properties or any portion thereof at any time or times prior to the ClosingClosing Date (other than as to and excluding Damages of or to a Governmental Authority arising out of the physical or environmental condition of the Properties prior to the Closing Date and other than as to Damages for remediation pertaining to the physical or environmental condition of the Properties prior to the Closing Date), or (B) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) the Purchaser Buyer shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the Candlewood Parties “Seller Indemnities”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) Damages to the extent arising out of (x) events, contractual obligations, acts or omissions of Purchaser that occur in connection with the ownership or operation of any Property on or after the Closing, or (yA) any loss or damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any Property the Properties or any portion thereof on or at any time or times after the Closing. Closing Date (b) Whenever it is provided in this Agreement that an obligation other than as to and excluding Damages of or to a Governmental Authority arising out of or resulting from or relating to the physical or environmental condition of the Candlewood Parties will be assumed by Properties prior to the Purchaser on Closing Date and other than as to Damages for remediation pertaining to the physical or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure environmental condition of the Purchaser Properties prior to perform the obligation so assumed on Closing Date), or after (B) subject to the Closing. (c) Whenever either party shall learn through the filing of limitations set forth herein, a claim or the commencement of a proceeding or otherwise of the existence breach of any liability for which the other party is representation or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used warranty made by Buyer hereunder or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) certificate delivered by Buyer hereunder. The provisions of this Section 11.1 10.16.1 shall survive the Closing and the termination of this Agreement. Seller’s liabilities under this Section 10.16 shall not extend the Survival Period stated in Section 7.3 hereof or exceed the Maximum Liability Amount provided in Section 10.2.1 hereof, to the extent not covered by insurance.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary, (i) the Candlewood Parties Seller shall indemnify and hold harmless the Purchaser and its permitted (under this Agreement) successors and assigns from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsSpace Leases, contractual obligations, acts the Declaration of Condominium or omissions of the Candlewood Parties that occurred in connection with the ownership or operation of any Property Contracts and relating to periods prior to the Closing or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any the Property or any portion thereof at any time or times prior to the Closing or (z) all accounts payable and sales taxes due for or on account of the period prior to Closing, and (ii) the Purchaser shall indemnify and hold harmless the Candlewood Parties Seller from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) eventsthe Contracts, contractual obligationsthe Space Leases, acts or omissions the Declaration of Purchaser that occur in connection with the ownership or operation of any Property Condominium relating to periods on or after the Closing, or (y) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any the Property or any portion thereof at any time or times on or after the Closing or (z) sales taxes due for or on account of the period from and after the Closing. (b) Whenever it is provided in this Agreement that an obligation of the Candlewood Parties Seller will be assumed by the Purchaser on or after the Closing, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Candlewood Parties Seller and their its respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever either party shall learn through the filing of a claim or the commencement of a proceeding or otherwise of the existence of any liability for which the other party is or may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any such claim. (d) The At the request of either party, the provisions of this Section 11.1 14.1 shall be included in any or all of the Closing documents ------------ contemplated by this Agreement. The provisions of this Section 14.1 shall survive the Closing and the termination of this Agreement.. ------------