Examples of Owner JV in a sentence
Owner JV or Lessee JV, as applicable, shall be obligated to assume all Contracts except for Contracts Owner JV notifies Hersha Owner in writing on or prior to February 2, 2016 that it elects not to assume (each, a “Rejected Contract”).
As used in this Agreement, “Closing” shall mean the transfer and assignment of the Property to Owner JV and the performance by each Party of the obligations on its part then to be performed under and in accordance with this Agreement.
Each of Owner JV and Lessee JV agree that, notwithstanding the fact that it has received certain information from Hersha Owner, Hersha Lessee or their agents or consultants, Owner JV and Lessee JV have relied solely upon and will continue to rely solely upon their own analysis and will not rely on any information provided by Hersha Owner, Hersha Lessee or their agents or consultants, except solely for the representations expressly made in this Agreement.
To Owner JV’s and Lessee JV’s knowledge, each of Owner JV and Lessee JV is qualified to own and operate the Hotel under Franchisor’s current qualifications and standards.
All xxxxx cash funds in connection with the guest operations at the Hotel, for which Hersha Owner shall receive a credit at Closing in the amount of the total of all xxxxx cash funds on hand and transferred to Owner JV at Closing.
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.
No Hersha Owner or Hersha Lessee representation shall be deemed to have been breached (or made untrue) by reason of any inaccuracy of a representation or warranty if and to the extent that such inaccuracy has been identified by Hersha Owner or Hersha Lessee to Owner JV or Lessee JV in writing or otherwise is actually known by Owner JV or Lessee JV prior to Closing and Owner JV and Lessee JV nevertheless consummate the Closing.
If Hersha Owner does not provide Hersha Owner’s Response to Owner JV within such time period, Hersha Owner shall be deemed to have elected not to attempt to Remove Owner JV’s Objections.
In no event under this Section 8.3(c) shall Hersha Owner or Hersha Lessee be liable to Owner JV or Lessee LV for any actual (except for Owner JV’s Pursuit Costs), consequential, punitive, treble, exemplary, speculative or other damages.
If Hersha Owner should file an action for an adjustment of taxes affecting the tax year in which the Closing occurs, and if as a result thereof taxes for said tax year are reduced, then any tax savings or refunds and the third party costs reasonably incurred to achieve the tax savings or refunds shall be prorated between Hersha Owner and Owner JV effective as of the Closing Date.