Common use of Safe Deposit Boxes Clause in Contracts

Safe Deposit Boxes. On the date which is two (2) Business Days prior to the Closing Date, Hersha Owner shall cause a notice to be sent to all the Hotel’s guests who have items in the Hotel’s safe/safety deposit boxes advising them of the pending sale of the Hotel and requesting their removal and verification of their property within such boxes on the day which is one (1) day prior to the Closing Date. As part of the Closing, the Parties shall jointly inventory the contents of the safety boxes, and on the Closing Date, Hersha Owner shall make available to Owner JV at the Hotel all receipts and agreements in Hersha Owner’s possession or control relating to all safe deposit boxes in use at the Hotel, other than safes or lockboxes, if any, located inside individual guest rooms in the Hotel. From and after the Closing, Hersha Owner shall be relieved of any and all responsibility in connection with each said box, and Owner JV shall indemnify and defend Hersha Owner and Hersha Lessee and any affiliate thereof and hold them harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by them, to the extent relating to items in such safety deposit boxes as of the Closing Date that were jointly inventoried as provided for in this Agreement. Hersha Owner shall indemnify, defend and hold harmless Owner JV and its affiliates from any other liability, claim, cost or expense (including reasonable attorneys’ fees) to the extent relating to any such safety deposit box arising or attributable to the period prior to the Closing Date.

Appears in 6 contracts

Samples: Asset Purchase and Contribution Agreement (Hersha Hospitality Trust), Asset Purchase and Contribution Agreement (Hersha Hospitality Trust), Asset Purchase and Contribution Agreement (Hersha Hospitality Trust)

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Safe Deposit Boxes. On the date which is two (2) Business Days prior to the Closing Date, Hersha Owner shall cause a notice to be sent to all the Hotel’s guests who have items in the Hotel’s safe/safety deposit boxes advising them of the pending sale of the Hotel and requesting their removal and verification of their property within such boxes on the day which is one (1) day prior to the Closing Date. As part of the Closing, the Parties shall jointly inventory the contents of the safety boxes, and on the Closing Date, Hersha Owner shall make available to Owner JV at the Hotel all receipts and agreements in Hersha Owner’s possession or control 17 relating to all safe deposit boxes in use at the Hotel, other than safes or lockboxes, if any, located inside individual guest rooms in the Hotel. From and after the Closing, Hersha Owner shall be relieved of any and all responsibility in connection with each said box, and Owner JV shall indemnify and defend Hersha Owner and Hersha Lessee and any affiliate thereof and hold them harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ fees) incurred by them, to the extent relating to items in such safety deposit boxes as of the Closing Date that were jointly inventoried as provided for in this Agreement. Hersha Owner shall indemnify, defend and hold harmless Owner JV and its affiliates from any other liability, claim, cost or expense (including reasonable attorneys’ fees) to the extent relating to any such safety deposit box arising or attributable to the period prior to the Closing Date.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Hersha Hospitality Trust)

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Safe Deposit Boxes. On the date which is two (2) Business Days prior to the Closing Date, Hersha Owner shall cause a notice to be sent to all the Hotel’s guests who have items in the Hotel’s safe/safety deposit boxes advising them of the pending sale of the Hotel and requesting their removal and verification of their property within such boxes on the day which is one (1) day prior to the Closing Date. As part of the Closing, the Parties shall jointly inventory the contents of the safety boxes, and on the Closing Date, Hersha Owner Seller shall make available to Owner JV Purchaser at the Hotel all receipts and agreements in Hersha OwnerSeller’s possession or control relating to all safe deposit boxes in use at the Hotel, other than safes or lockboxes, if any, located inside individual guest rooms in the Hotel. From and after the Closing, Hersha Owner Seller shall be relieved of any and all responsibility in connection with each said box, and Owner JV Purchaser shall indemnify and defend Hersha Owner Seller (and Hersha Lessee Seller’s hotel manager, as applicable) and any affiliate thereof and hold them harmless from and against any claim, liability, cost or expense (including reasonable attorneys’ feesfees reasonably incurred) incurred by them, to the extent relating to items in such safety deposit boxes as of the Closing Date that were jointly inventoried as provided for in this AgreementDate. Hersha Owner Seller shall indemnify, defend and hold harmless Owner JV Purchaser and its affiliates from any other liability, claim, cost or expense (including reasonable attorneys’ feesfees reasonably incurred) to the extent relating to any such safety deposit box arising or attributable to the period prior to the Closing Date. If either Seller or Purchaser should elect, as part of the Closing, the Parties shall jointly, with each holder of any such safety deposit boxes, inventory the contents of such safety boxes and seek to have the holder thereof confirm to the Seller and Purchaser, in writing, its contents.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Eagle Hospitality Properties Trust, Inc.)

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