Common use of Failure of Condition Clause in Contracts

Failure of Condition. So long as a Party is not in default hereunder, if any condition to such Party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as provided herein), such Party may, in its sole discretion, subject to the other Party’s cure rights set forth below, terminate this Agreement by delivering written notice to the other Party on or before the Closing Date (or such earlier date as provided herein), or elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such condition, and in that event said Party shall be deemed to have waived said condition, and there shall be no liability on the part of the other Party hereto for breaches of representations and warranties of which the Party electing to close had actual knowledge as of Closing. Additionally, notwithstanding the foregoing, in the event any condition set forth in Section 7.1 has not been fulfilled and such non-fulfillment can be fully cured or fully compensated for by the payment of money or an indemnity acceptable to Owner JV, Owner JV shall not be relieved of its obligation to close by reason thereof if Hersha Owner elects to grant Owner JV a credit against the Purchase Price, or an indemnity satisfactory to the Owner JV in all respects, in the amount necessary to fully cure or compensate Owner JV for the non-fulfillment of such condition.

Failure of Condition. So long as a Party is not in default hereunder, if any condition to such Party’s obligation to proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as provided herein), such Party may, in its sole discretion, subject to the other Party’s cure rights set forth below, terminate this Agreement by 32 delivering written notice to the other Party on or before the Closing Date (or such earlier date as provided herein), or elect to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction of such condition, and in that event said Party shall be deemed to have waived said condition, and there shall be no liability on the part of the other Party hereto for breaches of representations and warranties of which the Party electing to close had actual knowledge as of Closing. Additionally, notwithstanding the foregoing, in the event any condition set forth in Section 7.1 has not been fulfilled and such non-fulfillment can be fully cured or fully compensated for by the payment of money or an indemnity acceptable to Owner JV, Owner JV shall not be relieved of its obligation to close by reason thereof if Hersha Owner elects to grant Owner JV a credit against the Purchase Price, or an indemnity satisfactory to the Owner JV in all respects, in the amount necessary to fully cure or compensate Owner JV for the non-fulfillment of such condition.