Common use of Inventory of Baggage Clause in Contracts

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend and hold the Seller and the Manager harmless from and against any claim liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Date. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, Hersha Owner and of the Purchaser Owner JV shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties theretoParties) of (ai) all luggage, valises and trunks checked in or left in the care of the Hotel by registered guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by registered guests then or formerly in the Hotel (excluding, however, property in Hotel Hotel’s safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (diii) all items contained in the Hotel Hotel’s “lost and found. The Purchaser .” Owner JV shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser Owner JV shall indemnify, defend and hold the Seller Hersha Owner and the Manager any affiliate thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Daterelating thereto. The Seller hereby agrees to Hersha Owner shall indemnify, defend and hold the Purchaser harmless Owner JV and its affiliates from any liability, claim cost or expense to the extent relating to guest baggage, package and other liability property of guests checked or claims with respect left in the care of the Hotel by registered guests then or formerly in the Hotel arising or attributable to such inventory of baggage arising the period prior to the Closing Date. The provisions of Date and not noted on the inventory provided in this Section 7.8 shall survive the Closing3.7.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend and hold the Seller and the Manager harmless from and against any claim liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Date. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 6.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend and hold the Seller and the Manager harmless from and against any claim liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Date. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 6.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel hotel by guests then or formerly in the Hotelhotel, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel hotel by guests then or formerly in the Hotel hotel (excluding, however, property in Hotel hotel safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend and hold the Seller and the Manager harmless from and against any claim liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Date. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 11.9 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon noon, Central, on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend and hold the Seller and the Manager harmless from and against any claim liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Date. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 6.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, Manager and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (ciii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (div) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend indemnify and hold the Seller Seller, Manager and the Manager any Affiliate thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof them with respect thereto arising after the Closing Datethereto. The Seller hereby agrees to indemnify and hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.

Inventory of Baggage. The representatives of Vendor’s Representatives and the Seller and/or the Manager, and of the Purchaser Purchaser’s Representatives shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Adjustment Date (which inventory of baggage shall be binding on all parties theretothe parties) of of: (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in occupying the Hotel, ; (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in occupying the Hotel (excluding, however, property in Hotel safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, Hotel; and (diii) all items contained in the Hotel “lost and found” at the Hotel (the items in (i), (ii) and (iii) being collectively referred to as “Guest Inventory”). The Purchaser shall be responsible from and after the Closing Date for all baggage and other items Guest Inventory listed in such inventory of baggage, and the . The Purchaser shall indemnify, defend and hold harmless the Seller and Vendor from all Claims incurred, suffered or sustained by the Manager harmless Vendor in connection with the Guest Inventory to the extent evidenced in the inventory of baggage prepared in accordance with this Section 3.3(d) arising or attributable to the period from and against any claim liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Adjustment Date. The Seller hereby agrees to Vendor shall indemnify, defend and hold harmless the Purchaser harmless from any other liability all Claims incurred, suffered or claims sustained by the Purchaser in connection with respect the Guest Inventory to such the extent evidenced in the inventory of baggage prepared in accordance with this Section 3.3(d) arising or attributable to the period prior to the Closing Adjustment Date. The provisions of indemnities referred to in this Section 7.8 3.3(d) shall survive the Closing.; and

Inventory of Baggage. The representatives of the Seller Sellers and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (ciii) all luggage or other property of guests retained by Seller Sellers or Manager as security for any unpaid accounts receivable, and (div) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend indemnify and hold the Seller Sellers and the Manager any Affiliate thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof them with respect thereto arising after the Closing Datethereto. The Seller Sellers hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising out of acts, omissions or occurrences occurring prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller Seller, Operating Lessee and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (ciii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (div) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend indemnify and hold the Seller Seller, Operating Lessee, Manager and the Manager any Affiliate thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof them with respect thereto arising after the Closing Datethereto. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (ciii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (div) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend indemnify and hold the Seller and the Manager thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof them with respect thereto arising after the Closing Datethereto. The Seller hereby agrees to indemnify and hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Hotel Manager, and of the Purchaser Purchaser, shall prepare an inventory of baggage at the Hotel as of 12:00 noon p.m. on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes)Hotel, (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend indemnify and hold the Seller and the Manager harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Datethereto. The Seller hereby agrees to shall indemnify and hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 5.9 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel hotel by guests then or formerly in the Hotelhotel, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel hotel by guests then or formerly in the Hotel hotel (excluding, however, property in Hotel hotel safe deposit boxes), (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend and hold the Seller and the Manager harmless from and against any claim Claim liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof with respect thereto arising after the Closing Date. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims Claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 11.9 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller Seller, Operating Lessee and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (ciii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (div) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend indemnify and hold the Seller Seller, Operating Lessee, Manager and the Manager any Affiliate thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof them with respect thereto arising after the Closing Datethereto. The Seller hereby agrees to indemnify and hold the Purchaser harmless from any other liability or claims with respect to such inventory of 8665334v.12 baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller Owner, Operating Lessee and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (ciii) all luggage or other property of guests retained by Seller Owner as security for any unpaid accounts receivable, and (div) all items contained in the Hotel lost and found. The Purchaser and Transferee shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser and Transferee shall indemnify, defend indemnify and hold the Seller Owner, Operating Lessee, Manager and the Manager any Affiliate thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof them with respect thereto arising after the Closing Datethereto. The Seller Wyndham Parties hereby agrees agree to indemnify and hold the Purchaser and Transferee harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. In addition, the Transferors shall be responsible for (i) baggage and property not listed in such inventory but alleged to have been left in custody at the applicable Hotel with respect to the period up to but not including the Closing Date and (ii) the contents of the baggage, and the Wyndham Parties hereby agree to indemnify and hold the applicable Transferee harmless from and against all claims, demands, suits, liability or judgments, including costs and attorney fees, in connection therewith. The provisions of this Section 7.8 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel Property as of 12:00 noon local time on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (a) all luggage, valises and trunks checked or left in the care of the Hotel Property by guests then or formerly in occupying the HotelProperty, (b) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel Property by guests then or formerly in occupying the Hotel Property (excluding, however, property in Hotel Property safe deposit boxes), and (c) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (d) all items contained in the Hotel “lost and found” of the Property. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the . Purchaser shall indemnify, defend and hold the harmless Seller and the Manager harmless its agents and representatives from and against any claim loss, claim, liability, cost or expense (including reasonable attorneys’ fees) incurred to the extent relating to guest baggage, packages and other property of guests checked or left in the care of the Property by guests then or formerly occupying the Seller Property to the extent evidenced on the agreed inventory or arising or attributable to the Manager or any Affiliate thereof with respect thereto arising period from and after the Closing Date. The , and Seller hereby agrees to shall indemnify, defend and hold the harmless Purchaser harmless from and against any other liability loss, claim, liability, cost or claims expense (including reasonable attorneys’ fees) arising out of or with respect to such inventory any guest baggage, packages and other property of baggage arising guests checked or left in the care of the Property prior to the Closing DateDate by guests then or formerly occupying the Property to the extent not evidenced on the agreed inventory. The provisions of this Section 7.8 8.6 shall survive the Closing.

Inventory of Baggage. The representatives of the Seller and/or the Manager, and of the Purchaser shall prepare an inventory of baggage at the Hotel as of 12:00 noon on the Closing Date (which inventory of baggage shall be binding on all parties thereto) of (ai) all luggage, valises and trunks checked or left in the care of the Hotel by guests then or formerly in the Hotel, (bii) parcels, laundry, valet packages and other property of guests checked or left in the care of the Hotel by guests then or formerly in the Hotel (excluding, however, property in Hotel safe deposit boxes), (ciii) all luggage or other property of guests retained by Seller as security for any unpaid accounts receivable, and (div) all items contained in the Hotel lost and found. The Purchaser shall be responsible from and after the Closing Date for all baggage and other items listed in such inventory of baggage, and the Purchaser shall indemnify, defend indemnify and hold the Seller Seller, Manager and the Manager any Affiliate thereof harmless from and against any claim claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by the Seller or the Manager or any Affiliate thereof them with respect thereto arising after the Closing Datethereto. The Seller hereby agrees to hold the Purchaser harmless from any other liability or claims with respect to such inventory of baggage arising prior to the Closing Date. The provisions of this Section 7.8 shall survive the Closing.