Common use of Currency Conversion and Outbound Investment Approvals Clause in Contracts

Currency Conversion and Outbound Investment Approvals. (i) With regards to any funds directly or indirectly invested into Owner JV from the People’s Republic of China in connection with the transactions contemplated herein, all procedures, requirements, filings and approvals shall have been completed to permit and consummate the conversion of Renminbi into US Dollars from an entity located from within the Shanghai Pilot Free Trade Zone and the outbound direct investment by such entity by way of the transfer of the converted US Dollars from the People’s Republic of China to the United States of America (collectively, the “Foreign Investment Approvals”). (ii) With respect to the condition precedent referenced in Section 7.1(i)(i) above, Cindat and Owner JV hereby represents and warrants to all other parties as follows: (a) The entity which is making the outbound investment from the People’s Republic of China through subsidiary entities into the Owner JV is (1) located in the Shanghai Pilot Free Trade Zone, and (2) to the knowledge of Cindat, as of the Effective Date, the entity is not subject to other approvals relating to direct outbound investments from the People’s Republic of China other than the Foreign Investment Approvals; (b) As of the Effective Date, procedures to obtain Foreign Investment Approvals have already commenced and the Shanghai Free Trade Zone Administrative Commission has issued a key approval as part of the Foreign Investment Approvals, a certificate approving the foreign investment with respect to the transaction contemplated in this Agreement, a true, correct and complete copy of which certificate has been provided to Hersha Owner; and (c) To the knowledge of Cindat, as of the Effective Date, the primary remaining filings and/or discretionary approvals in order to finally complete the Foreign Investment Approvals for the transaction contemplated in this Agreement are filings and/or discretionary approvals from the State Administration of Foreign Exchange of China; provided, however, for the avoidance of doubt, nothing in this Section 7.1(i) shall be deemed a representation, warranty or guaranty by Owner JV that the Foreign Investment Approvals can be obtained. (iii) Owner JV and Cindat hereby covenant and agree to keep Hersha Owner informed of the status of and material developments with respect to the Foreign Investment Approvals. If at any time prior to the scheduled Closing Date, all the Foreign Investment Approvals are obtained, or it is determined that the Foreign Investment Approvals shall not be obtained either on the basis of an oral or written statement of the applicable governmental officials and/or banking institutions, Cindat and Owner JV shall inform Hersha Owner immediately. For the avoidance of doubt, a written report (the “Foreign Investment Approvals Report”) issued in English by an attorney or notary public who accompanied the applicants (acting as agent for Owner JV) for the Foreign Investment Approvals and/or consulted with the applicable governmental authorities and/or banking institutions on behalf of such applicant, confirming that the Foreign Investment Approvals have not been obtained notwithstanding the applicant’s submission of the required documents and information for such approvals, shall be conclusive evidence that the condition precedent described in this Section 7.1(i) has not been satisfied.

Currency Conversion and Outbound Investment Approvals. (i) With regards to any funds directly or indirectly invested into Owner JV from the People’s Republic of China in connection with the transactions contemplated herein, all procedures, requirements, filings and approvals shall have been completed to permit and consummate the conversion of Renminbi into US Dollars from an entity located from within the Shanghai Pilot Free Trade Zone and the outbound direct investment by such entity by way of the transfer of the converted US Dollars from the People’s Republic of China to the United States of America (collectively, the “Foreign Investment Approvals”). (ii) With respect to the condition precedent referenced in Section 7.1(i)(i) above, Cindat and Owner JV hereby represents and warrants to all other parties as follows: (a) The entity which is making the outbound investment from the People’s Republic of China through subsidiary entities into the Owner JV is (1) located in the Shanghai Pilot Free Trade Zone, and (2) to the knowledge of Cindat, as of the Effective Date, the entity is not subject to other approvals relating to direct outbound investments from the People’s Republic of China other than the Foreign Investment Approvals; (b) As of the Effective Date, procedures to obtain Foreign Investment Approvals have already commenced and the Shanghai Free Trade Zone Administrative Commission has issued a key approval as part of the Foreign Investment Approvals, a certificate approving the foreign investment with respect to the transaction contemplated in this Agreement, a true, correct and complete copy of which certificate has been provided to Hersha Owner; and (c) To the knowledge of Cindat, as of the Effective Date, the primary remaining filings and/or discretionary approvals in order to finally complete the Foreign Investment Approvals for the transaction contemplated in this Agreement are filings and/or discretionary approvals from the State Administration of Foreign Exchange of China; provided, however, for the avoidance of doubt, nothing in this Section 7.1(i) shall be deemed a representation, warranty or guaranty by Owner JV that the Foreign Investment Approvals can be obtained. (iii) Owner JV and Cindat hereby covenant and agree to keep Hersha Owner informed of the status of and material developments with respect to the Foreign Investment Approvals. If at any time prior to the scheduled Closing Date, all the Foreign Investment Approvals are obtained, or it is determined that the Foreign Investment Approvals shall not be obtained either on the basis of an oral or written statement of the applicable governmental officials and/or banking institutions, Cindat and Owner JV shall inform Hersha Owner immediately. For the avoidance of doubt, a written report (the “Foreign Investment Approvals Report”) issued in English by an attorney or notary public who accompanied the applicants (acting as agent for Owner JV) for the Foreign Investment Approvals and/or consulted with the applicable governmental authorities and/or banking institutions on behalf of such applicant, confirming that the Foreign Investment Approvals have not been obtained notwithstanding the applicant’s submission of the required documents and information for such 31 approvals, shall be conclusive evidence that the condition precedent described in this Section 7.1(i) has not been satisfied.

Currency Conversion and Outbound Investment Approvals. (i) With regards to any funds directly or indirectly invested into Owner JV from the People’s Republic of China in connection with the transactions contemplated herein, all procedures, requirements, filings and approvals shall have been completed to permit and consummate the conversion of Renminbi into US Dollars from an entity located from within the Shanghai Pilot Free Trade Zone and the outbound direct investment by such entity by way of the transfer of the converted US Dollars from the People’s Republic of China to the United States of America (collectively, the “Foreign Investment Approvals”).30 (ii) With respect to the condition precedent referenced in Section 7.1(i)(i) above, Cindat and Owner JV hereby represents and warrants to all other parties as follows: (a) The entity which is making the outbound investment from the People’s Republic of China through subsidiary entities into the Owner JV is (1) located in the Shanghai Pilot Free Trade Zone, and (2) to the knowledge of Cindat, as of the Effective Date, the entity is not subject to other approvals relating to direct outbound investments from the People’s Republic of China other than the Foreign Investment Approvals; (b) As of the Effective Date, procedures to obtain Foreign Investment Approvals have already commenced and the Shanghai Free Trade Zone Administrative Commission has issued a key approval as part of the Foreign Investment Approvals, a certificate approving the foreign investment with respect to the transaction contemplated in this Agreement, a true, correct and complete copy of which certificate has been provided to Hersha Owner; and (c) To the knowledge of Cindat, as of the Effective Date, the primary remaining filings and/or discretionary approvals in order to finally complete the Foreign Investment Approvals for the transaction contemplated in this Agreement are filings and/or discretionary approvals from the State Administration of Foreign Exchange of China; provided, however, for the avoidance of doubt, nothing in this Section 7.1(i) shall be deemed a representation, warranty or guaranty by Owner JV that the Foreign Investment Approvals can be obtained. (iii) Owner JV and Cindat hereby covenant and agree to keep Hersha Owner informed of the status of and material developments with respect to the Foreign Investment Approvals. If at any time prior to the scheduled Closing Date, all the Foreign Investment Approvals are obtained, or it is determined that the Foreign Investment Approvals shall not be obtained either on the basis of an oral or written statement of the applicable governmental officials and/or banking institutions, Cindat and Owner JV shall inform Hersha Owner immediately. For the avoidance of doubt, a written report (the “Foreign Investment Approvals Report”) issued in English by an attorney or notary public who accompanied the applicants (acting as agent for Owner JV) for the Foreign Investment Approvals and/or consulted with the applicable governmental authorities and/or banking institutions on behalf of such applicant, confirming that the Foreign Investment Approvals have not been obtained notwithstanding the applicant’s submission of the required documents and information for such approvals, shall be conclusive evidence that the condition precedent described in this Section 7.1(i) has not been satisfied.