Common use of Officers’ and Directors’ Indemnification and Insurance Clause in Contracts

Officers’ and Directors’ Indemnification and Insurance. (a) After the Effective Time, the Company Surviving Corporation, the Properties Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full extent permitted by applicable Law, each present or former director or officer of the La Quinta Entities or the La Quinta Subsidiaries (each, an “Indemnified Party”) with respect to acts and omissions arising out of or relating to their services as a director or officer of the La Quinta Entities or La Quinta Subsidiaries prior to the Effective Time, including, without limitation, the negotiation, execution or performance of this Agreement or any transactions contemplated hereby. If any Indemnified Party is or becomes involved in any Legal Action in connection with any matter occurring prior to or at the Effective Time, (A) the Company Surviving Corporation, Properties Surviving Corporation and Parent shall promptly pay reasonable legal fees and expenses as incurred in advance of the final disposition of any Legal Action to each Indemnified Party to the full extent permitted by Law and (B) the Indemnified Parties may retain counsel satisfactory to them, and Parent, the Company Surviving Corporation and the Properties Surviving Corporation, shall pay such reasonable fees and expenses of such counsel for the Indemnified Parties within thirty (30) days after statements therefor are received; provided, however, that none of the Company Surviving Corporation, the Properties Surviving Corporation or Parent shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided further, that none of the Company Surviving Corporation, Properties Surviving Corporation or Parent shall be obligated under this Section 7.6(a) to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Legal Action except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided further, that the Company Surviving Corporation, the Properties Surviving Corporation and Parent shall have no obligation hereunder to any Indemnified Party unless, in connection with such Legal Action, Parent, the Company Surviving Corporation and Properties Surviving Corporation, if and to the extent required by the DGCL, receive, as applicable, an undertaking by or on behalf of such Indemnified Party to repay such legal fees, costs and expenses if it is ultimately determined under applicable Laws that such Indemnified Party is not entitled to be indemnified. Any Indemnified Party wishing to claim indemnification under this Section 7.6, upon learning of any such Legal Action shall notify in writing the Company Surviving Corporation, the Properties Surviving Corporation and Parent thereof; provided that the failure to so notify shall not affect the obligations under this Section 7.6(a) of the La Quinta Entities, the Company Surviving Corporation, the Properties Surviving Corporation and Parent except to the extent such failure to notify materially prejudices such party. (b) Parent, Company MergerCo and Properties MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director and officer of the La Quinta Entities and the La Quinta Subsidiaries provided for in the respective charters or bylaws in effect as of the date hereof shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any Legal Actions asserted or made within such period shall continue until the disposition of such Legal Action. From and after the Effective Time, Parent, the Company Surviving Corporation and the Properties Surviving Corporation also agree to indemnify and hold harmless the present and former officers and directors of the La Quinta Entities and the La Quinta Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreement and in any indemnification provisions included in any employment agreements between the Company, Properties and/or one or more La Quinta Subsidiaries and any such officer and director. (c) Prior to the Effective Time, the La Quinta Entities shall purchase an extended reporting period endorsement under the La Quinta Entities’ existing directors’ and officers’ liability insurance coverage for the La Quinta Entities’ directors and officers in a form acceptable to the La Quinta Entities which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the La Quinta Entities; provided that the premium payable for such insurance shall not exceed 300% of the last annual premium paid by the La Quinta Entities or the La Quinta Subsidiaries for such insurance prior to the date of this Agreement (such 300% amount being the “Maximum Premium”). The La Quinta Entities agree to consult with Parent in connection with purchasing such coverage. The La Quinta Entities represent that such annual premium amount is set forth in Section 7.6(c) of the La Quinta Entities Disclosure Schedule. If the La Quinta Entities are unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, the La Quinta Entities shall be entitled to obtain as much comparable insurance as possible for an amount equal to the Maximum Premium. (d) It is expressly agreed that the Indemnified Parties to whom this Section 7.6 applies shall be third party beneficiaries of this Section 7.6 and shall be entitled to enforce the covenants contained herein. Notwithstanding anything to the contrary herein, this Section 7.6 shall be in addition to, and shall not limit, any rights that current or former directors, officers or employees may have to indemnification or exculpation existing as of the date hereof. (e) In the event Parent, the Company Surviving Corporation or the Properties Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent, the Company Surviving Corporation or the Properties Surviving Corporation, as the case may be, assume the obligations set forth in this Section 7.6.

Officers’ and Directors’ Indemnification and Insurance. (a) After From and after the Effective Time, each of Buyer and the Company Surviving Corporation, the Properties Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full extent permitted by applicable Law, harmless each present or and former director or and officer of the La Quinta Entities or the La Quinta Seller and its Subsidiaries (eachin each case, when acting in such capacity) (each an “Indemnified Party”) against any costs or expenses (including reasonable attorney’s fees ), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with respect to acts and omissions any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or relating to their services was as a director or officer of the La Quinta Entities Seller or La Quinta any of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, including, without limitation, including the negotiation, execution or performance transactions contemplated by this Agreement to the same extent as such persons are indemnified as of the date of this Agreement by Seller pursuant to applicable law as effect on the date of this Agreement, the Seller’s Articles of Incorporation and Bylaws or the governing or organizational documents of any transactions contemplated hereby. If any Indemnified Party is or becomes involved in any Legal Action in connection with any matter occurring prior to or at Subsidiary of Seller; and Buyer and the Effective Time, (A) the Company Surviving Corporation, Properties Surviving Corporation and Parent shall promptly pay reasonable legal fees and also advance expenses as incurred in advance of the final disposition of any Legal Action to each by such Indemnified Party to the full same extent permitted as such persons are entitled to advancement of expenses as of the date of this Agreement by Law Seller pursuant to the Seller’s Articles of Incorporation and (B) Bylaws or the Indemnified Parties may retain counsel satisfactory to them, and Parent, the Company Surviving Corporation and the Properties Surviving Corporation, shall pay such reasonable fees and expenses governing or organizational documents of such counsel for the Indemnified Parties within thirty (30) days after statements therefor are receivedany Subsidiary of Seller; provided, however, that none of the Company Surviving Corporation, the Properties Surviving Corporation or Parent shall be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld); provided further, that none of the Company Surviving Corporation, Properties Surviving Corporation or Parent shall be obligated under this Section 7.6(a) to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Legal Action except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided further, that the Company Surviving Corporation, the Properties Surviving Corporation and Parent shall have no obligation hereunder to any Indemnified Party unless, in connection with such Legal Action, Parent, the Company Surviving Corporation and Properties Surviving Corporation, if and to the extent required by the DGCL, receive, as applicable, an undertaking by or on behalf of such Indemnified Party to whom expenses are advanced provides an undertaking to repay such legal fees, costs and expenses advances if it is ultimately determined under applicable Laws that such Indemnified Party is not entitled to be indemnified. Any Indemnified Party wishing to claim indemnification under applicable law as effect on the date of this Section 7.6, upon learning Agreement or the Seller’s Articles of any such Legal Action shall notify in writing the Company Surviving Corporation, the Properties Surviving Corporation Incorporation and Parent thereof; provided that the failure to so notify shall not affect the obligations under this Section 7.6(a) of the La Quinta Entities, the Company Surviving Corporation, the Properties Surviving Corporation and Parent except to the extent such failure to notify materially prejudices such partyBylaws. (b) Parent, Company MergerCo and Properties MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director and officer of the La Quinta Entities and the La Quinta Subsidiaries provided for in the respective charters or bylaws in effect as of the date hereof shall continue in full force and effect for For a period of six (6) years from the Effective Time; provided, however, that all rights to indemnification in respect of any Legal Actions asserted or made within such period shall continue until the disposition of such Legal Action. From and after the Effective Time, Parent, Time the Company Surviving Corporation and shall cause to be maintained in effect the Properties Surviving Corporation also agree to indemnify and hold harmless the present and former officers and directors current policies of the La Quinta Entities and the La Quinta Subsidiaries in respect of acts or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreement and in any indemnification provisions included in any employment agreements between the Company, Properties and/or one or more La Quinta Subsidiaries and any such officer and director. (c) Prior to the Effective Time, the La Quinta Entities shall purchase an extended reporting period endorsement under the La Quinta Entities’ existing directors’ and officers’ liability insurance maintained by Seller (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage for the La Quinta Entities’ directors and officers in a form acceptable amounts containing terms and conditions which are no less advantageous to the La Quinta Entities insured) with respect to claims arising from facts or events which occurred at or before the Effective Time; provided, however that the Surviving Corporation shall not be obligated to expend an annual amount more than 150% current annual amount expended by Seller (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation’s good faith determination, provide such directors and officers with the maximum coverage for six (6) years following available at an amount equal to the Premium Cap. In lieu of the foregoing, Seller, in consultation with, but only upon the consent of Buyer, may obtain at or prior to the Effective Time of not less than the a six-year “tail” policy under Seller’s existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance policy providing equivalent coverage presently maintained by the La Quinta Entities; provided to that the premium payable for such insurance shall not exceed 300% of the last annual premium paid by the La Quinta Entities or the La Quinta Subsidiaries for such insurance prior to the date of this Agreement (such 300% amount being the “Maximum Premium”). The La Quinta Entities agree to consult with Parent in connection with purchasing such coverage. The La Quinta Entities represent that such annual premium amount is set forth in Section 7.6(c) of the La Quinta Entities Disclosure Schedule. If the La Quinta Entities are unable to obtain the insurance described in the prior preceding sentence if and to the extent that the same may be obtained for an amount less than or equal to that does not exceed the Maximum Premium, the La Quinta Entities shall be entitled to obtain as much comparable insurance as possible for an amount equal to the Maximum PremiumPremium Cap. (dc) It is expressly agreed that the Indemnified Parties to whom this Section 7.6 applies shall be third party beneficiaries of this Section 7.6 and shall be entitled to enforce the covenants contained herein. Notwithstanding anything to the contrary herein, this Section 7.6 shall be in addition to, and shall not limit, any rights that current or former directors, officers or employees may have to indemnification or exculpation existing as of the date hereof. (e) In the event ParentIf Buyer, the Company Surviving Corporation or the Properties Surviving Corporation or any of their respective its successors or assigns (i) consolidates with or merges into any other person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person or (iii) transfers, by means of a distribution, sale, assignment or other transaction, all of the stock of the Surviving Corporation or all or substantially all of its assets, to any person, then, and in each such case, to the extent necessary, Buyer shall cause proper provision shall to be made so that the successors successor and assigns assign of Parent, Buyer or the Company Surviving Corporation or the Properties Surviving Corporation, as the case may be, assume assumes the obligations set forth in this Section 7.6and in such event all references to the Surviving Corporation in this Section shall be deemed a reference to such successor and assign. (d) Any Indemnified Party wishing to claim indemnification under Section 6.06(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Buyer thereof; provided that the failure so to notify shall not affect the obligations of Buyer under Section 6.06(a) unless and only to the extent that Buyer is actually and materially prejudiced as a result of such failure. (e) The provisions of this Section 6.06 shall survive consummation of the Merger and are intended to be for the benefit of, and to grant third party rights to, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Officers’ and Directors’ Indemnification and Insurance. (a) After From and after the Effective Time until the sixth anniversary thereof, each of the Company Surviving Corporation and the Hospitality Surviving Corporation shall, and Parent shall cause each of the Company Surviving Corporation and the Hospitality Surviving Corporation to, indemnify, defend and hold harmless each present (as of the Effective Time) and former director and officer of any Paired Entity or any Paired Entities Subsidiary (in each case, when acting in such capacity or in any other capacity serving as a director, officer, trustee, fiduciary, employee or agent of another entity or enterprise at the request of any Paired Entity or any Paired Entities Subsidiary, together with such persons’ respective heirs, executors and administrators, the Company Surviving Corporation, the Properties Surviving Corporation and Parent shall indemnify and hold harmless, as and to the full extent permitted by applicable Law, each present or former director or officer of the La Quinta Entities or the La Quinta Subsidiaries (each, an “Indemnified PartyParties”) ), against any costs or expenses (including reasonable attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, inquiries, penalties, liabilities and amounts paid in settlement incurred in connection with respect to acts and omissions any actual or threatened Legal Action arising out of or relating pertaining to their services as a director matters (including actions or officer of the La Quinta Entities omissions) existing or La Quinta Subsidiaries occurring at or prior to the Effective Time, including, without limitation, including the negotiation, execution or performance approval of this Agreement and the Mergers and the other transactions contemplated hereby or any arising out of or pertaining to the Mergers and the other transactions contemplated hereby. If any Indemnified Party is , whether asserted or becomes involved in any Legal Action in connection with any matter occurring claimed prior to to, at or at after the Effective Time, (A) to the fullest extent that the Company Surviving Corporation, Properties Surviving Corporation and Parent shall promptly pay reasonable legal fees and expenses as incurred in advance of the final disposition of any Legal Action to each Indemnified Party or Hospitality would have been permitted by (i) applicable Law (including to the full fullest extent authorized or permitted by any amendments to or replacements of applicable Law adopted after the date of this Agreement) and (Bii) its certificate of incorporation or bylaws in effect on the Indemnified Parties may retain counsel satisfactory to themdate hereof, whether asserted or claimed prior to, at or after the Effective Time, and Parent, the Company Surviving Corporation and the Properties Hospitality Surviving Corporation, Corporation shall pay such reasonable fees also advance expenses as incurred to the fullest extent permitted under applicable Law and expenses the certificate of such counsel for incorporation or bylaws of the Indemnified Parties within thirty (30) days after statements therefor are receivedCompany and Hospitality in effect on the date hereof; provided, however, that none of (x) neither the Company Surviving Corporation, Corporation and the Properties Hospitality Surviving Corporation or Parent shall be liable for any settlement effected without its their prior written consent (which consent shall not be unreasonably withheld); provided further, that conditioned or delayed) and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, none of the Company Surviving Corporation, Properties Corporation or the Hospitality Surviving Corporation or Parent shall be obligated under this Section 7.6(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Legal Action legal action except to the extent that that, on the advice of any such Indemnified Party’s counsel, two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided furtherprovided, further that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification under the DGCL or the certificate of incorporation or bylaws the Company Surviving Corporation, and Hospitality in effect on the Properties date hereof. The Company Surviving Corporation and Parent the Hospitality Surviving Corporation shall have no obligation hereunder to reasonably cooperate with any Indemnified Party unless, Parties in connection with such Legal Action, the defense of any matter covered by this Section 7.6. (b) Parent, the Company Surviving Corporation and Properties the Hospitality Surviving CorporationCorporation shall not amend, if repeal or otherwise modify any provision in the certificate of incorporation or bylaws of the Company Surviving Corporation and the Hospitality Surviving Corporation in any manner that would affect adversely the rights thereunder (or under the organizational documents of any of the Paired Entities Subsidiaries) of any Indemnified Party to indemnification, exculpation and expense advancement except to the extent required by applicable Law. The Company Surviving Corporation and the DGCLHospitality Surviving Corporation shall, receive, as applicable, an undertaking by or on behalf of such Indemnified Party to repay such legal fees, costs and expenses if it is ultimately determined under applicable Laws that such Indemnified Party is not entitled to be indemnified. Any Indemnified Party wishing to claim indemnification under this Section 7.6, upon learning of any such Legal Action Parent shall notify in writing cause the Company Surviving Corporation, Corporation and the Properties Hospitality Surviving Corporation to, fulfill and Parent thereof; provided that honor the failure to so notify shall not affect indemnification, expense advancement or exculpation agreements between any Paired Entity or any of the obligations under this Section 7.6(aPaired Entities Subsidiaries and any of their respective directors, officers or employees set forth in Schedule 7.6(b) of the La Quinta EntitiesPaired Entities Disclosure Schedule in existence on the date of this Agreement. (c) Subject to the next sentence, the Company Surviving CorporationCorporation and the Hospitality Surviving Corporation shall either (i) maintain, and Parent shall cause the Properties Company Surviving Corporation and Parent except the Hospitality Surviving Corporation to maintain, at no expense to the extent such failure to notify materially prejudices such party. (b) Parentbeneficiaries, Company MergerCo and Properties MergerCo agree that all rights to indemnification or exculpation existing in favor of, and all limitations on the personal liability of, each present and former director and officer of the La Quinta Entities and the La Quinta Subsidiaries provided for in the respective charters or bylaws in effect as of the date hereof shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights Time the current directors’ and officers’ liability insurance policies maintained by the Company and Hospitality (accurate and complete copies of which have been previously provided to indemnification in Parent) with respect of any Legal Actions asserted to matters existing or made within such period shall continue until the disposition of such Legal Action. From and after occurring at or prior to the Effective Time, Parent, Time (including the Mergers) (provided that the Company Surviving Corporation and the Properties Hospitality Surviving Corporation also agree may substitute therefor policies of at least the same coverage and amounts with reputable and financially sound carriers containing terms no less advantageous to indemnify and hold harmless the present and such former directors or officers and directors so long as such substitution does not result in gaps or lapses of the La Quinta Entities and the La Quinta Subsidiaries in coverage with respect of acts to matters occurring on or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreement and in any indemnification provisions included in any employment agreements between the CompanyTime), Properties and/or one or more La Quinta Subsidiaries and any such officer and director. (cii) Prior to the Effective Time, the La Quinta Entities shall purchase an extended reporting period endorsement under the La Quinta Paired Entities’ existing directors’ and officers’ liability insurance coverage for the La Quinta Paired Entities’ directors and officers in a form acceptable to the La Quinta Entities which shall provide such directors and officers with coverage for six (6) years following the Effective Time of not no less favorable to such directors and officers than the existing coverage under, and have other terms not materially less favorable to, to the insured persons persons, than the directors’ and officers’ liability insurance coverage presently maintained by the La Quinta Paired Entities; provided that the premium payable for such insurance shall not exceed 300% of the last annual premium paid by the La Quinta Paired Entities or the La Quinta Paired Entities Subsidiaries for such insurance prior to the date of this Agreement (such 300% amount being the “Maximum Premium”). The La Quinta Entities agree to consult with Parent in connection with purchasing such coverage. The La Quinta Entities represent that such annual premium amount is set forth in Section 7.6(c) of the La Quinta Entities Disclosure Schedule. If the La Quinta Entities are unable to obtain Company’s, Hospitality’s, the Company Surviving Corporation’s or the Hospitality Surviving Corporation’s existing insurance described in the prior sentence for an amount less than expires, is terminated or equal to canceled during such six-year period or exceeds the Maximum Premium, the La Quinta Entities Company Surviving Corporation and the Hospitality Surviving Corporation shall be entitled obtain, and the Parent shall cause the Company Surviving Corporation and the Hospitality Surviving Corporation to obtain obtain, as much comparable directors' and officers' liability insurance as possible can be obtained for the remainder of such period for an amount equal to annualized premium not in excess of the Maximum Premium. (d) It is expressly agreed that , on the Indemnified Parties to whom this Section 7.6 applies shall most advantageous policies as can be third party beneficiaries of this Section 7.6 and shall be entitled to enforce reasonably obtained for the covenants contained hereinMaximum Premium. Notwithstanding anything to the contrary hereinin this Agreement, this Section 7.6 shall be the Company and Hospitality may, prior to the Effective Time, purchase “tail” policies covering the persons covered by their existing officers’ and directors’ liability insurance policies with respect to acts and omissions occurring prior to or as of the Effective Time, providing coverage for a period of six years following the Effective Time on terms no less favorable in addition to, and shall not limit, any rights that current or former directors, officers or employees may have the aggregate to indemnification or exculpation existing such persons than provided by such insurance as of the date hereof; provided that (x) the purchase of any such tail policy shall be in lieu of Parent’s obligations under the foregoing provisions in this Section 7.6(c) and (y) the Company and Hospitality shall reasonably cooperate and consult with the Parent prior to the purchase of any such tail policy; provided, further, that if Parent can procure a “tail” policy on substantially comparable terms, but at a lower price, as compared to any such policy that may be procured by the Paired Entities, then Parent may obtain such policy effective as of the Effective Time, in which case the Paired Entities shall not obtain any such policy. If any tail policy has been purchased by the Company or Hospitality (or Parent pursuant to the second proviso in the preceding sentence) prior to the Effective Time, the Parent shall cause such it to be maintained in full force and effect for its full term and cause all obligations thereunder to be honored by the Company Surviving Corporation and the Hospitality Surviving Corporation. (ed) In the event If Parent, the Company Surviving Corporation or the Properties Hospitality Surviving Corporation or any of their respective successors or assigns (i) consolidates shall consolidate with or merges merge into any other person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers or conveys shall transfer all or substantially all of its properties and assets to any personindividual, corporation or other entity, then, and in each such case, to the extent necessary, proper provision provisions shall be made prior to the consummation of such transactions so that the successors and assigns of Parent, the Company Surviving Corporation or the Properties Hospitality Surviving Corporation, as the case may be, Corporation shall assume all of the obligations set forth in this Section 7.6. (e) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to any of the Paired Entities or any of the Paired Entities Subsidiaries for any of their respective directors, officers or other employees including the Indemnified Parties; it being understood and agreed that the indemnification provided for in this Section 7.6 is not prior to or in substitution of any such claims under such policies. (f) This Section 7.6 shall survive the consummation of the Mergers and is intended for the irrevocable benefit of, and to grant third-party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company Surviving Corporation and the Hospitality Surviving Corporation. The obligations of Parent, the Company Surviving Corporation and the Hospitality Surviving Corporation under this Section 7.6 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party unless the affected Indemnified Party shall have consented in writing to such termination or modification. It is expressly agreed that each Indemnified Party shall be a third-party beneficiary of this Section 7.6, and entitled to enforce the covenants contained in this Section 7.6. If any Indemnified Party makes any claim for indemnification or advancement of expenses under this Section 7.6 that is denied by the Company Surviving Corporation or the Hospitality Surviving Corporation, and a court of competent jurisdiction determines that the Indemnified Party is entitled to such indemnification or advancement, then Parent shall cause the Company Surviving Corporation and the Hospitality Surviving Corporation to pay such Indemnified Party’s reasonable costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against the Company Surviving Corporation and/or the Hospitality Surviving Corporation. (g) The rights of the Indemnified Parties under this Section 7.6 shall be in addition to, and not in substitution for, any rights such Indemnified Parties may have under the certificate of incorporation or bylaws or other organizational documents of Paired Entities or any of the Paired Entities Subsidiaries or the Company Surviving Corporation or the Hospitality Surviving Corporation, or under any applicable Contracts or Laws and Parent shall cause the Company Surviving Corporation and the Hospitality Surviving Corporation to honor and perform under all indemnification agreements with any Indemnified Party entered into by any Paired Entity or any Paired Entities Subsidiary prior to the date of this Agreement.