Releases Indemnification. (1) Assignee shall use reasonable efforts to attempt to obtain releases of Assignor (in form and substance acceptable to Assignor in his reasonable discretion) and to the extent such releases are not obtained, hereby agrees to assume and indemnify Assignor, from any and all personal liability to any lenders of Boykxx Xxxerst Joint Venture and Boykxx Columbus Joint Venture that accrues from and after the Closing Date. (2) Assignee shall fully indemnify and hold Assignor and Assignor's trustee, heirs, representatives, successors and assigns harmless from and against any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignee to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignee hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignor hereunder), and (iii) the activity of Boykxx Xxxerst Joint Venture and Boykxx Xxxumbus Joint Venture and/or the operation of the Boykxx Xxxriott Hotels from and after the Closing. (3) Assignor shall fully indemnify Assignee and hold Assignee, its officers, directors and partners and their respective representatives, successors and assigns harmless from and against 77
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Releases Indemnification. (1) Assignee shall use reasonable efforts (at no more than a nominal cost to Assignee) to attempt to obtain releases of Assignor from any lenders of the Partnerships in respect to any and all personal liability of Assignor to such lenders accruing from and after the Closing Date (in form and substance acceptable to Assignor in his reasonable discretion) and to the extent such releases are not obtained, hereby agrees to assume and indemnify Assignor, from any and all personal liability to any lenders of Boykxx Xxxerst Joint Venture and Boykxx Columbus Joint Venture the Partnerships that accrues from and after the Closing Date.
(2) Assignee shall fully indemnify and hold Assignor and Assignor's trustee, heirs, representatives, successors and assigns harmless from and against any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignee to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignee hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignor hereunder), and (iii) the activity of Boykxx Xxxerst Joint Venture and Boykxx Xxxumbus Joint Venture the Partnerships and/or the operation of the Boykxx Xxxriott Hotels from and after the Closing.
(3) Assignor shall fully indemnify Assignee and hold Assignee, its officers, directors and partners and their respective representatives, successors and assigns harmless from and against 77any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignor to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignor hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignee hereunder) or (iii) the activity of the Partnerships and the operation of the Boykxx Xxxriott Hotels prior to the Closing.
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Releases Indemnification. (1) Assignee shall use reasonable efforts (at no more than a nominal cost to Assignee) to attempt to obtain releases of Assignor from any lenders of BBG in respect to any and all personal liability of Assignor to such lenders accruing from and after the Closing Date (in form and substance acceptable to Assignor in his reasonable discretion) and to the extent such releases are not obtained, hereby agrees to assume and indemnify Assignor, from any and all personal liability to any lenders of Boykxx Xxxerst Joint Venture and Boykxx Columbus Joint Venture BBG that accrues from and after the Closing Date. Assignee also agrees to pay off the outstanding mortgage debt on the Lake Normxx Xxxels within thirty (30) days after the Closing.
(2) Assignee shall fully indemnify and hold Assignor and Assignor's trustee, heirs, representatives, successors and assigns harmless from and against any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignee to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignee hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignor hereunder), and (iii) the activity of Boykxx Xxxerst Joint Venture and Boykxx Xxxumbus Joint Venture BBG and/or the operation of the Boykxx Xxxriott Hotels properties (Lake Normxx Xxxels) from and after the Closing.
(3) Assignor shall fully indemnify Assignee and hold Assignee, its officers, directors and partners and their respective representatives, successors and assigns harmless from and against 77any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignor to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignor hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignee hereunder) or (iii) the activity of BBG and the operation of the properties (Lake Normxx Xxxels) prior to the Closing.
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Releases Indemnification. (1) Assignee shall use reasonable efforts to attempt to obtain releases of Assignor (in form and substance acceptable to Assignor in his reasonable discretion) and to the extent such releases are not obtained, hereby agrees to assume and indemnify Assignor, from any and all personal liability to any lenders of Boykxx Xxxerst Joint Venture and Boykxx Columbus Joint Venture the Partnerships that accrues from and after the Closing Date.
(2) Assignee shall fully indemnify and hold Assignor and Assignor's trustee, heirs, representatives, successors and assigns harmless from and against any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignee to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignee hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignor hereunder), and (iii) the activity of Boykxx Xxxerst Joint Venture and Boykxx Xxxumbus Joint Venture the Partnerships and/or the operation of the Boykxx Xxxriott Hotels from and after the Closing.
(3) Assignor shall fully indemnify Assignee and hold Assignee, its officers, directors and partners and their respective representatives, successors and assigns harmless from and against 77any and all claims, demands, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) the failure of Assignor to perform in any material respect any of its obligations hereunder, (ii) the inaccuracy of any representation or warranty made by Assignor hereunder (except to the extent that such indemnification obligation would arise directly as a result of the inaccuracy of any representation, warranty or covenant made by Assignee hereunder) or (iii) the activity of the Partnerships and the operation of the Boykxx Xxxriott Hotels prior to the Closing.
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