Common use of Duly Authorized, Executed, and Delivered Clause in Contracts

Duly Authorized, Executed, and Delivered. This Agreement and all documents executed by Hersha Owner, Hersha Lessee and/or the Hersha Members that are to be delivered to Owner JV and Lessee JV before or at Closing (i) are, or at the Closing will be, duly authorized, executed and delivered by Hersha Owner, Hersha Lessee and/or the Hersha Members, as applicable, (ii) do not, or at the Closing will not, violate any provision of any agreement or judicial order to which Hersha Owner, Hersha Lessee or the Hersha Members is a party or to which Hersha Owner, Hersha Lessee, the Hersha Members or any Property owned by Hersha Owner or Hersha Lessee is subject, and (iii) constitute (or in the case of Closing Documents, will constitute) valid and legally binding obligations of Hersha Owner, Hersha Lessee and the Hersha Members, as applicable, enforceable in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.

Duly Authorized, Executed, and Delivered. This Agreement and all documents executed by Hersha Owner, Hersha Lessee and/or the Hersha Members that are to be delivered to Owner JV and Lessee JV before or at Closing (i) are, or at the Closing will be, duly authorized, executed and delivered by Hersha Owner, Hersha Lessee and/or the Hersha Members, as applicable, (ii) do not, or at the Closing will not, violate any provision of any agreement or judicial order to which Hersha Owner, Hersha Lessee or the Hersha Members is a party or to which Hersha Owner, Hersha Lessee, the Hersha Members or any Property owned by Hersha Owner or Hersha Lessee is subject, and (iii) constitute (or in the case of Closing Documents, will constitute) valid and legally binding obligations of Hersha Owner, Hersha Lessee and the Hersha Members, as applicable, enforceable in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.37