Common use of Debt Offers Clause in Contracts

Debt Offers. (a) Properties shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta Entities, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities (including the related consent solicitations, collectively, the “Debt Offers”); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.1, (B) Properties shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta Entities, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Properties. Notwithstanding the immediately preceding sentence, Properties need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties in writing. (b) The La Quinta Entities covenant and agree that, immediately following the consent expiration date, assuming the requisite consents are received, each such La Quinta Entity as is necessary shall execute supplemental indentures to the indentures governing the Notes, which supplemental indentures shall implement the amendments set forth in the Offer Documents and shall become operative immediately prior to the Effective Time, subject to the terms and conditions of this Agreement (including the conditions to the Debt Offers). Concurrent with the Effective Time, Parent shall cause the Properties Surviving Corporation to accept for payment and thereafter promptly pay for the Notes that have been properly tendered and not properly withdrawn pursuant to the Debt Offers and in accordance with the Debt Offers. (c) Promptly after the date of this Agreement, Parent shall prepare all necessary and appropriate documentation in connection with the Debt Offers, including the offers to purchase, related letters of transmittal and other related documents (collectively, the “Offer Documents”). Parent and the La Quinta Entities shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of the Notes in connection with the Debt Offers shall be subject to the prior review of, and comment by, the La Quinta Entities and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of the Debt Offers any information in the Offer Documents should be discovered by the La Quinta Entities or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of Properties to the holders of the applicable Notes. Notwithstanding anything to the contrary in this Section 3.3, Properties shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law to the extent such laws are applicable in connection with the Debt Offers. To the extent that the provisions of any applicable Law conflict with this Section 3.3, the La Quinta Entities shall comply with the applicable Law and shall not be deemed to have breached its obligations hereunder by such compliance. (d) In connection with the Debt Offers, Parent may select one or more dealer managers, information agents, depositaries and other agents to provide assistance in connection therewith and the appropriate La Quinta Entities shall enter into customary agreements (including indemnities) with such parties so selected. Parent shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Offers, and Parent further agrees to reimburse the La Quinta Entities for all of their reasonable out-of-pocket costs in connection with the Debt Offers promptly following incurrence and delivery of reasonable documentation of such costs. Parent, Company MergerCo and Properties MergerCo shall, on a joint and several basis, indemnify and hold harmless the La Quinta Entities, the La Quinta Subsidiaries, their respective officers and directors and each person, if any, who controls the Company or Properties within the meaning of Section 20 of the Exchange Act for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Offers and the Offer Documents; provided, however, that none of Parent, Company MergerCo or Properties MergerCo shall have any obligation to indemnify and hold harmless any such party or person to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred arises from disclosure regarding the La Quinta Entities that is determined to have contained a material misstatement or omission.

Debt Offers. (a) Properties The Company and the Operating Partnership shall use its their respective commercially reasonable best efforts to commence, on commence as promptly as practicable following the date 14 days prior of receipt of the Offer Documents from Parent pursuant to subparagraph (ii) below and instructions from Parent to commence the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta EntitiesDebt Offers, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8% Senior Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a3.07(a) of the La Quinta Entities Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities Company (including the related consent solicitations, collectively, the “Debt Offers”); provided that (Ai) this Agreement shall have not have been terminated in accordance with Section 9.19.01, (Bii) Properties the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany, and (Ciii) at the time of such commencement, Parent the Buyer Parties shall have otherwise performed or complied with all of its their agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties The Company and the Operating Partnership shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the written consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Propertiesthe Company. Notwithstanding Neither the immediately preceding sentence, Properties Company nor the Operating Partnership need not make any change to the terms and conditions of the Debt Offers requested by Parent without their prior written consent, which shall not be unreasonably withheld, provided that decreases the price per Note such consent shall not be required for an increase in any consideration payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule for any change that are materially adverse to holders of the Notes, unless such change is approved by Properties in writingnot material. (b) The La Quinta Entities covenant Company and the Operating Partnership agree that, immediately promptly following the consent expiration date, assuming the requisite consents are received, each such La Quinta Entity of the Company, the Operating Partnership and their Subsidiaries as is necessary shall execute supplemental indentures to the indentures governing the Senior Notes, which supplemental indentures shall implement the amendments set forth in the Offer Documents and shall become operative immediately prior to concurrently with the Company Merger Effective Time, subject to the terms and conditions of this Agreement (including the conditions to the Debt Offers). Concurrent with the Company Merger Effective Time, Parent shall cause the Properties Surviving Corporation Company or the Operating Partnership to accept for payment and thereafter after the Company Merger Effective Time, Parent shall cause the Surviving Corporation or the Operating Partnership to promptly pay for the Senior Notes that have been properly tendered and not properly withdrawn pursuant to the Debt Offers and in accordance with the Debt Offers. (c) Promptly after the date of this Agreement, Parent Parent, at its own expense, shall prepare all necessary and appropriate documentation in connection with the Debt Offers, including the offers to purchase, related letters of transmittal and other related documents (collectively, the “Offer Documents”). Parent Parent, the Company and the La Quinta Entities Operating Partnership shall, and shall cause their respective subsidiaries to, reasonably cooperate with each other in the preparation of the Offer Documents. All The Offer Documents (including all amendments or supplements thereto) and all mailings to the holders of the Senior Notes in connection with the Debt Offers shall be subject to the prior review of, and comment by, the La Quinta Entities Company and Parent and shall be reasonably acceptable in form and substance to each of them. If at any time prior to the completion of the Debt Offers any information in the Offer Documents should be discovered by the La Quinta Entities Company and the Subsidiaries, on the one hand, or Parent Parent, on the other, which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of Properties the Company and the Operating Partnership to the holders of the applicable Senior Notes. Notwithstanding anything to the contrary in this Section 3.33.07, Properties the Company and the Operating Partnership shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law to the extent such laws Laws are applicable in connection with the Debt Offers. To the extent that the provisions of any applicable Law conflict with this Section 3.33.07, the La Quinta Entities Company and the Operating Partnership shall comply with the applicable Law and shall not be deemed to have breached its their obligations hereunder by such compliance. (d) In connection with the Debt Offers, Parent may select one or more dealer managersmanagers (of which one such dealer manager shall be the Company Financial Advisor and which others will be reasonably acceptable to the Company), information agents, depositaries and other agents to provide assistance in connection therewith and the appropriate La Quinta Entities Company and the Operating Partnership shall, and shall cause the Subsidiaries to, enter into customary agreements (including indemnities) with such parties so selectedselected and on terms and conditions acceptable to Parent. Parent shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Offers, and Parent further agrees to reimburse the La Quinta Entities Company and the Operating Partnership and the Subsidiaries for all of their reasonable out-of-pocket costs (including reasonable fees and expenses of their Representatives) in connection with the Debt Offers promptly following incurrence and delivery of reasonable documentation of such costs. Parent, Company MergerCo and Properties MergerCo The Buyer Parties shall, on a joint and several basis, indemnify and hold harmless the La Quinta Entities, the La Quinta Company and its Subsidiaries, their respective officers and directors and each personRepresentatives (other than any direct indemnification of any dealer manager, if anywhich shall be indemnified under the applicable dealer manager agreement; provided, who controls however, that the Buyer Parties shall indemnify the Company and its Subsidiaries from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or Properties within the meaning of Section 20 of the Exchange Act for incurred by them in connection with any dealer manager agreement) from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Offers and the Offer Documents; provided, however, that none of Parent, Company MergerCo or Properties MergerCo the Buyer Parties shall have any obligation to indemnify and hold harmless any such party or person to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred arises from disclosure regarding the La Quinta Entities Company and its Subsidiaries supplied by such party or person or included in any Company SEC Report that is determined to have contained a material misstatement or omission.

Debt Offers. (a) Properties The Company shall use its reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta EntitiesCompany, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’Company's: 8-7/8(i) 9.15% Senior Subordinated Notes due March 15, 2011, 7% Notes due August 15, 2012, 7% Notes due August 15, 2007, 7.27% Medium Term Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (together with, to the extent not redeemed pursuant to Section 3.4, the Redemption "9.15% Senior Subordinated Notes, collectively, the “Notes”") on the terms and conditions set forth in Section 3.3(a2.06(a) of the La Quinta Entities Company Disclosure Schedule (or as may otherwise be agreed between the La Quinta Entities Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities Company (including the related consent solicitations, collectivelysolicitation, the “"9.15% Debt Offer"), and (ii) 9.875% Senior Subordinated Notes due 2011 the "9.875% Senior Subordinated Notes" and, together with the 9.15% Senior Subordinated Notes, the "Notes") on the terms and conditions set forth in Section 2.06(a) of the Company Disclosure Schedule (or as may be agreed between the Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the Company (including the related consent solicitation, the "9.875% Debt Offer" and, together with the 9.15% Debt Offer, the "Debt Offers”"); provided that (A) this Agreement shall not have been terminated in accordance with Section 9.18.01, (B) Properties the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany, and (C) at the time of such commencement, Parent shall have otherwise performed or complied with all of its agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties The Company shall waive any of the conditions to the Debt Offers (other than that the Mergers Merger shall have been consummated and that there shall be no Order order or injunction prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Propertiesthe Company. Notwithstanding the immediately preceding sentence, Properties the Company need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per 9.15% Senior Subordinated Note or 9.875% Senior Subordinated Note payable in the Debt Offers as set forth in Section 3.3(a) of the La Quinta Entities Disclosure Schedule or related consent solicitations or imposes conditions to the Debt Offers or related consent solicitations in addition to those set forth in Section 3.3(a2.06(a) of the La Quinta Entities Company Disclosure Schedule that are materially adverse to holders of the Notes, unless such change is approved by Properties the Company in writing. (b) The La Quinta Entities covenant Company covenants and agree agrees that, immediately following the consent expiration date, assuming the requisite consents are received, each such La Quinta Entity as is necessary it shall execute supplemental indentures to the indentures governing the Notes, which supplemental indentures shall implement the amendments set forth in the Offer Documents and shall become operative immediately prior to the Effective Time, subject to the terms and conditions of this Agreement (including the conditions to the Debt Offers). Concurrent with the Effective Time, Parent shall cause the Properties Surviving Corporation to accept for payment and thereafter promptly pay for the 9.15% Senior Subordinated Notes that have been properly tendered and not properly withdrawn pursuant to the Debt Offers and in accordance with the Debt Offers9.875% Senior Subordinated Notes. (c) Promptly after the date of this Agreement, Parent shall prepare all necessary and appropriate documentation in connection with the Debt Offers, including the offers to purchase, related letters of transmittal and other related documents (collectively, the “"Offer Documents”"). Parent and the La Quinta Entities Company shall cooperate with each other in the preparation of the Offer Documents. All mailings to the holders of the Notes in connection with the Debt Offers shall be subject to the prior review of, and comment by, by of the La Quinta Entities Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of the Debt Offers any information in the Offer Documents should be discovered by the La Quinta Entities Company or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of Properties to the holders of the applicable Notes. Notwithstanding anything to the contrary in this Section 3.32.06, Properties the Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law to the extent such laws Laws are applicable in connection with the Debt Offers. To the extent that the provisions of any applicable Law conflict with this Section 3.32.06, the La Quinta Entities Company shall comply with the applicable Law and shall not be deemed to have breached its obligations hereunder by such compliance. (d) In connection with the Debt Offers, Parent may select one or more dealer managers, information agents, depositaries and other agents to provide assistance in connection therewith and the appropriate La Quinta Entities shall enter into customary agreements (including indemnities) with such parties so selected. Parent shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Offers, and Parent further agrees to reimburse the La Quinta Entities Company for all of their its reasonable out-of-pocket costs in connection with the Debt Offers promptly following incurrence and delivery of reasonable documentation of such costs. Parent, Company MergerCo Parent and Properties MergerCo Merger Sub shall, on a joint and several basis, indemnify and hold harmless the La Quinta EntitiesCompany, the La Quinta Subsidiaries, their respective officers and directors and each person, if any, who controls the Company or Properties within the meaning of Section 20 of the Exchange Act for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Offers and the Offer Documents; provided, however, that none of Parent, Company MergerCo or Properties MergerCo neither Parent nor Merger Sub shall have any obligation to indemnify and hold harmless any such party or person to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred arises from disclosure regarding the La Quinta Entities Company that is determined to have contained a material misstatement or omission.

Debt Offers. (a) Properties The Company and the Operating Partnership shall use its their respective reasonable best efforts to commence, on the date 14 days prior to the estimated date of mailing the Company Proxy Statement or on any other date designated by Parent on at least five days notice to the La Quinta EntitiesCompany, offers to purchase, and related consent solicitations with respect to, all of the outstanding aggregate principal amount of the Properties’: 8-7/8Company’s 9% Senior Notes due March 15, 2011, 72008 and the Company’s 9 1/8% Senior Notes due August 152011 (collectively, 2012the “Non-Callable Notes”) and, 7in Parent’s sole discretion, if the Asset Sale has not been consummated prior to the commencement of the Debt Offers (as defined below), the Company’s 10.50% Senior Notes due August 15, 2007, 7.27% Medium Term 2009 (other than the Redemption Notes due February 26, 2007, 7.33% Medium Term Notes due April 1, 2008 (as defined in Section 2.11(a)) (together with, to with the extent not redeemed pursuant to Section 3.4, the Redemption Non-Callable Notes, collectively, the “Notes”) on the terms and conditions set forth in Section 3.3(a2.10(a) of the La Quinta Entities Company Disclosure Schedule Letter (or as may otherwise be agreed between the La Quinta Entities Company and Parent) and such other customary terms and conditions as are reasonably acceptable to Parent and the La Quinta Entities Company (including the related consent solicitations, collectively, the “Debt Offers”); provided that (Ai) this Agreement shall have not have been terminated in accordance with Section 9.1Article VII, (Bii) Properties the Company shall have received from Parent the completed Offer Documents (as defined below), which shall be in form and substance reasonably satisfactory to the La Quinta EntitiesCompany, and (Ciii) at the time of such commencement, Parent the Purchaser Parties shall have otherwise performed or complied with all of its their agreements and covenants required by this Agreement to be performed on or prior to the time that the Debt Offers are to be commenced. Properties The Company and the Operating Partnership shall waive any of the conditions to the Debt Offers (other than that the Mergers shall have been consummated and that there shall be no Order prohibiting consummation of the Debt Offers) as may be reasonably requested by Parent and shall not, without the written consent of Parent, waive any condition to the Debt Offers or make any changes to the terms and conditions of the Debt Offers other than as agreed between Parent and Propertiesthe Company. Notwithstanding the immediately preceding sentence, Properties neither the Company nor the Operating Partnership need not make any change to the terms and conditions of the Debt Offers requested by Parent that decreases the price per Note payable in the Debt Offers as set forth in Section 3.3(a2.10(a) of the La Quinta Entities Company Disclosure Schedule Letter or imposes conditions to the Debt Offers in addition to those set forth in Section 3.3(a2.10(a) of the La Quinta Entities Company Disclosure Schedule Letter that are materially adverse to the holders of the Notes, unless such change is approved by Properties the Company in writing. (b) The La Quinta Entities covenant Company and the Operating Partnership agree that, immediately following the consent expiration date, assuming the requisite consents are received, each such La Quinta Entity of the Company, the Operating Partnership, the co-issuers of the Notes and their Subsidiaries as is necessary shall execute supplemental indentures to the indentures governing the Notes, which supplemental indentures shall implement the amendments set forth in the Offer Documents and shall become operative immediately prior to concurrently with the Partnership Merger Effective Time, subject to the terms and conditions of this Agreement (including the conditions to the Debt Offers). Concurrent with the Partnership Merger Effective Time, Parent shall cause the Properties Surviving Corporation Partnership to accept for payment and thereafter promptly pay for the Notes that have been properly tendered and not properly withdrawn pursuant to the Debt Offers and in accordance with the Debt Offers. (c) Promptly after the date of this Agreement, Parent shall prepare all necessary and appropriate documentation in connection with the Debt Offers, including the offers to purchase, related letters of transmittal and other related documents (collectively, the “Offer Documents”). Parent Parent, the Company and the La Quinta Entities Operating Partnership shall, and shall cause their respective Subsidiaries to, cooperate with each other in the preparation of the Offer Documents. All The Offer Documents (including all amendments or supplements) and all mailings to the holders of the Notes in connection with the Debt Offers shall be subject to the prior review of, and comment by, the La Quinta Entities Company and Parent and shall be reasonably acceptable to each of them. If at any time prior to the completion of the Debt Offers any information in the Offer Documents should be discovered by the La Quinta Entities Company and its Subsidiaries, on the one hand, or Parent Parent, on the other, which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be disseminated by or on behalf of Properties the Company and the Operating Partnership to the holders of the applicable Notes. Notwithstanding anything to the contrary in this Section 3.32.10, Properties the Company and the Operating Partnership shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable Law to the extent such laws are applicable in connection with the Debt Offers. To the extent that the provisions of any applicable Law conflict with this Section 3.3, 2.10 the La Quinta Entities Company and the Operating Partnership shall comply with the applicable Law and shall not be deemed to have breached its their obligations hereunder by such compliance. (d) In connection with the Debt Offers, Parent may select one or more dealer managersmanagers (of which one such dealer manager shall be the Company Financial Advisor), information agents, depositaries and other agents to provide assistance in connection therewith and the appropriate La Quinta Entities Company and the Operating Partnership shall, and shall cause their Subsidiaries to, enter into customary agreements (including indemnities) with such parties so selected. Parent shall pay the reasonable fees and expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Offers, and Parent further agrees to reimburse the La Quinta Entities Company and the Operating Partnership and their Subsidiaries for all of their reasonable out-of-pocket costs in connection with the Debt Offers promptly following incurrence and delivery of reasonable documentation of such costs. Parent, Company MergerCo and Properties MergerCo The Purchaser Parties shall, on a joint and several basis, indemnify and hold harmless the La Quinta Entities, the La Quinta Company and its Subsidiaries, their respective officers and directors and each person, if any, who controls the Company or Properties within the meaning of Section 20 of the Exchange Act for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the Debt Offers and the Offer Documents; provided, however, that none of Parent, Company MergerCo or Properties MergerCo the Purchaser Parties shall have any obligation to indemnify and hold harmless any such party or person to the extent that any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred arises from disclosure regarding the La Quinta Entities Company and its Subsidiaries that is determined to have contained a material misstatement or omission.