INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "Agreement") is entered into as of July 11,
1996 between XXXXX XXXXXX ("Indemnitor") and THE SOHO HOTEL COMPANY, L.P.
("Soho").
Recitals
A. Soho is this day conveying all of its right, title and interest in and
to that certain property having a street address of 000 Xxxxxx Xxxxxx (a/k/a
00-00 Xxxxxx Xxxxxx), Xxx Xxxx, Xxx Xxxx (the "Property") to The Xxxxxx I L.L.C.
("Buyer") pursuant to a certain Contract of Sale dated as of the date hereof
between Soho, as seller, and Buyer, as purchaser (the "Purchase Agreement").
B. Soho is comprised of Hotel Corporation of America, as general partner,
and Sonesta Soho Investment Corp., Marmont Hotel Group, Inc., and Balazs, as
limited partners. Hotel Corporation of America and Sonesta Soho Investment Corp.
are entities affiliated with Sonesta International Hotels Corporation (such
entities, collectively, the "Sonesta Partners").
C. Indemnitor has agreed to indemnify Soho and the Sonesta Partners in
respect of certain matters relating to the Purchase Agreement and conveyance of
the Property.
Agreement
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereby agree
as follows:
1. Indemnification. Indemnitor shall protect, defend, indemnify and hold
harmless Soho, the Sonesta Partners and their respective officers, directors,
partners, shareholders, employees, affiliates, agents, attorneys, successors and
assigns (collectively, the "Indemnitees") from and against all liabilities
(including sums paid in settlement of claims), losses, costs, obligations,
demands, suits, liens, damages (including consequential and punitive damages),
fines, penalties, forfeitures, actions, defenses, administrative proceedings,
judgments, orders, equitable relief, expenses, reasonable attorneys' fees and
expenses, and claims of any kind or nature whatsoever sought from or asserted
against Indemnitees in connection with, in whole or in part, directly or
indirectly, (i) any leases, contracts or other agreements entered into or
administered by Indemnitor on behalf of Soho, including without limitation, the
lease for space at the Hotel with J. Crew and all obligations of Soho arising
thereunder, (ii) any actions taken by Indemnitor outside the scope of
Indemnitor's authority under the Amended and Restated Agreement of Limited
Partnership of the Soho Hotel Company, L.P., as amended (the "Partnership
Agreement"), (iii) the title affidavit referenced in Section 4(f) of the
Purchase Agreement, (iv) all closing costs payable by Soho in connection with
the transaction contemplated under the Purchase Agreement, and (v) the costs of
winding up the business of Soho and of dissolving Soho. This indemnification
provision is in addition to and not in lieu of any indemnification
obligations of Indemnitor in favor of Indemnitees (or any of them) set forth in
the Partnership Agreement.
2. Assignment. This Agreeement shall bind and inure to the benefit of the
parties and their respective heirs, executors, successors and assigns.
3. Construction. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to principles of
conflict of law. Nothing contained in this Agreement shall constitute a waiver
of any of Indemnitees' rights or remedies at law or in equity. If any provision
of this Agreement or the application thereof to any party or circumstances shall
to any extent be invalid or unenforceable, the remainder of this Agreement, or
the application of such provision to parties or circumstances other than those
as to which it is invalid or unenforceable, shall not be affected thereby, and
each provision shall be valid and be enforced to the fullest extent permitted by
law.
4. Counterparts. This Agreement may be executed in any number of duplicate
originals and each duplicate original shall be deemed to be an original.
IN WITNESS WHEREOF, Soho and Indemnitor have executed this Agreement as of
the date first written above.
SOHO:
THE SOHO HOTEL COMPANY, L.P.
By: Hotel Corporation of
America, general partner
By: /s/
-------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
INDEMNITOR:
/s/
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XXXXX XXXXXX
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