Common use of Assignment and Assumption of Service Contracts Clause in Contracts

Assignment and Assumption of Service Contracts. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest in, to and under those service, supply, equipment rental and similar agreements set forth on Exhibit C, attached hereto and made part hereof by this reference (the “Service Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Service Contracts which, under the terms of the Service Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Service Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Service Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). (c) Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any other contract party under any of the Service Contracts that Seller has failed to perform, observe and comply with its obligations under any of the Service Contracts during the period before the date hereof, other than with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). (d) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Service Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, whether arising before, on or after the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing).

Assignment and Assumption of Service Contracts. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller's right, title and interest in, to and under those service, supply, equipment rental and similar agreements set forth on Exhibit C, attached hereto and made part hereof by this reference (the “"Service Contracts”"). (b) Purchaser hereby assumes assumes, and hereby covenants and agrees to fully and faithfully perform, observe and comply with, all of the covenants, agreements, conditions and other terms and provisions stated in the Service Contracts which, under the terms of the Service Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Service Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Service Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “"Credited Payments”"). (c) Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the assertion by any other contract party under any of the Service Contracts that Seller has failed to perform, observe and comply with its obligations under any of the Service Contracts during the period before the date hereof, other than with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). (d) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Service Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, whether arising before, on or after the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing).

Assignment and Assumption of Service Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, COLORADO HOTEL OPERATOR, INC., a Delaware corporation (a“CHO”) Seller and CORDILLERA LODGE & SPA, LLC, a Delaware limited liability company (“CL&S” and, jointly and severally with CHO, “Assignor”) do hereby sellsassign, assignsconvey, transfers grant, transfer and conveys to Purchaser set over unto , a , its successors and assigns (“Assignee”), and Assignee hereby assumes, all of Seller's Assignor’s right, title and interest in, in and to and under those service, supply, equipment rental and similar agreements all of the service contracts set forth on Exhibit C, EXHIBIT A attached hereto to and made a part hereof by this reference (the “Service Contracts”). , pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions by and between COLORADO HOTEL HOLDING, LLC, a Delaware limited liability company, as seller, and Assignee, as purchaser, dated , 2006, as amended (bthe “Contract”). CHO and CL&S each represent and warrant to Assignee that: (i) Purchaser it has full power, authority and right to execute and deliver this Assignment and convey the rights and property hereby assumes all of assigned; (ii) except as may be specifically set forth in the covenantsContract, agreements, conditions and other terms and provisions stated in the Service Contracts whichto which it is a party are free and clear of any attachments, under judgments and encumbrances of any nature whatsoever; and (iii) except as may be specifically set forth in the terms of Contract, no consents are required in order to validly transfer to Purchaser the rights hereby conveyed in and to the Service Contracts. Assignee hereby agrees to defend and indemnify the Assignor against and to hold the Assignor harmless for, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Service Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Service Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). (c) Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, actions, causes of action, losses, damages, liabilities, losses, costs, damages and costs or expenses (including including, without limitation, reasonable attorneys' fees and expenses and court costs ’ fees) brought, made or incurred in defending as a consequence of any such claim alleged default, breach, act or in enforcing this indemnity) that occurrence brought against or suffered by the Assignor which occurs or may be incurred alleged to occur with respect to any default or breach by Purchaser by reason of the assertion by any other contract party Assignee under any of the Service Contracts, or otherwise arising or accruing in connection with the Service Contracts that Seller has failed on or subsequent to performthe date of this Assignment. Conversely, observe subject to the survival period set forth in Section 17(c) and comply with its obligations under any the provisions of Section 38 of the Service Contracts during Contract, Assignor hereby agrees to defend and indemnify the period before Assignee against and to hold the date hereofAssignee harmless for, other than with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser has received a credit or payment at Closing). (d) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, actions, causes of action, losses, damages, liabilities, lossescosts or expenses (including, costswithout limitation, damages reasonable attorneys’ fees) brought, made or incurred as a consequence of any alleged default, breach, act or occurrence brought against or suffered by the Assignee which occurs or may be alleged to occur with respect to any default or breach by the Assignor under the Service Contracts, or otherwise arising or accruing in connection with the Service Contracts prior to the date of this Assignment. This Assignment may be relied upon as conclusive proof that the Service Contracts have been transferred to Assignee. Assignor covenants and agrees with Assignee to hereafter furnish to Assignee such further assignments and consents as Assignee may reasonably require in furtherance of this Assignment or to carry out the intent hereof. This Assignment shall be binding on Assignor, Assignee and their respective legal representatives, successors and assigns. In the event any action or suit is brought by a party hereto against another party hereto by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of such other party arising out of this Assignment, the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses (of the action or suit, including reasonable attorneys' fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that ’ fees. This Assignment may be incurred by Seller by reason executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the failure of Purchaser to perform, observe and comply with its obligations under any of the Service Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, whether arising before, on or after the date hereof (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing)same instrument.