Common use of Immediate Work Clause in Contracts

Immediate Work. If and to the extent that any property condition report and/or environmental assessment report (as described in Section A as part of the Third Party Reports), a copy of which shall be provided to Hersha Owner promptly upon Owner JV’s receipt thereof but in no event later than Ten (10) Business Days prior to the scheduled Closing Date, identify, and/or any lender providing the Senior Financing requires, any capital repairs and/or 18 environmental remediation work that must be performed within twelve (12) months of the Closing Date (collectively, the “Immediate Work”), and provided that Closing has occurred, the following provisions shall apply: (a) If the estimated cost of the Immediate Work is greater than (i) $150,000 (in the aggregate) with respect to the Hotel or (ii) $700,000 (in the aggregate) with respect to the Hotel and each Other Property, then and only then, Hersha Owner shall have the obligation, and hereby covenants and agrees, to diligently pursue and complete the Immediate Work to the reasonable satisfaction of Owner JV within the earlier of twelve (12) months of the Closing Date or the time period required by any lender providing the Senior Financing pursuant and in accordance with the loan documents evidencing such Senior Financing, and if and to the extent that any such lender requires the funding of a reserve at Closing to pay for the Immediate Work, then Hersha Owner shall be obligated to fund such reserve subject to and in accordance with the terms and provisions of this Section 3.9. (b) Notwithstanding the foregoing subsection (a) or anything to the contrary herein, if the estimated cost of the Immediate Work is more than $7,000,000 (in the aggregate) for the Hotel and each Other Property, then Hersha Owner shall have the unilateral right, in its sole discretion, prior to the scheduled Closing Date, to terminate this Agreement and the Other APCA’s (which right must be exercised by Hersha Owner with respect to this Agreement and by each Other Seller with respect to each Other APCA, simultaneously in writing, and cannot be exercised individually by Hersha Owner or any Other Seller), and in such instance, the entire Deposit shall be promptly returned to Owner JV, Hersha Owner shall reimburse to Owner JV the Owner JV’s Pursuit Costs (exclusive of any amounts funded by Hersha Owner or its Affiliates), and all rights, obligations and liabilities of the Parties hereunder shall be released and discharged except for those obligations and rights which by their terms survive termination of this Agreement. If Hersha Owner does not so elect to terminate this Agreement together with each Other Seller not electing to terminate the Other APCAs, Hersha Owner shall be obligated to complete the Immediate Work at its sole cost and expense regardless of whether the total cost to complete the Immediate Work exceeds $7,000,000. (c) If the estimated cost of the Immediate Work is less than $150,000 (in the aggregate) with respect to the Hotel, then Hersha Owner shall have no obligation to pursue or complete such repair or remediation, and any repair or remediation recommendation contained in any such Third Party Report shall not impact Closing or the satisfaction of any condition precedent to Closing contained in this Agreement or in any Other APCA, unless the estimated cost of the Immediate Work with respect the Hotel and each Other Property is greater than $700,000 (in the aggregate), in which event Hersha Owner shall be obligated to complete the Immediate Work (at its sole cost and expense) subject to and in accordance with subsection (a) above. (d) Hersha Owner shall have the right to hire a reputable and independent third party property inspector (at its sole cost and expense) to review and assess the estimated cost of the Immediate Work as provided for in the Third Party Report or as may be required by a lender under the Senior Financing, and to seek actual contractor bids for the recommended Immediate Work, which bids shall control the determination of the estimated cost of the Immediate Work, a copy of which report and bids shall be provided by Hersha Owner to Owner 19 (e) Hersha Hospitality Limited Partnership, by its Joinder attached hereto, shall unconditionally guaranty to Owner JV the due and punctual payment and performance of Hersha Owner’s obligations under this Section 3.9, but only to the extent the Closing occurs. (f) Regardless of whether Hersha Owner is obligated or elects to pursue and complete the Immediate Work in accordance with this Section 3.9, in no event shall there be a reduction in the Purchase Price, and Owner JV shall be obligated to consummate the transactions contemplated herein subject to satisfaction of the conditions set forth in Section 7.2.

Immediate Work. If and to the extent that any property condition report and/or environmental assessment report (as described in Section A as part of the Third Party Reports), a copy of which shall be provided to Hersha Owner promptly upon Owner JV’s receipt thereof but in no event later than Ten (10) Business Days prior to the scheduled Closing Date, identify, and/or any lender providing the Senior Financing requires, any capital repairs and/or 18 environmental remediation work that must be performed within twelve (12) months of the Closing Date (collectively, the “Immediate Work”), and provided that Closing has occurred, the following provisions shall apply: (a) If the estimated cost of the Immediate Work is greater than (i) $150,000 (in the aggregate) with respect to the Hotel or (ii) $700,000 (in the aggregate) with respect to the Hotel and each Other Property, then and only then, Hersha Owner shall have the obligation, and hereby covenants and agrees, to diligently pursue and complete the Immediate Work to the reasonable satisfaction of Owner JV within the earlier of twelve (12) months of the Closing Date or the time period required by any lender providing the Senior Financing pursuant and in accordance with the loan documents evidencing such Senior Financing, and if and to the extent that any such lender requires the funding of a reserve at Closing to pay for the Immediate Work, then Hersha Owner shall be obligated to fund such reserve subject to and in accordance with the terms and provisions of this Section 3.9. (b) Notwithstanding the foregoing subsection (a) or anything to the contrary herein, if the estimated cost of the Immediate Work is more than $7,000,000 (in the aggregate) for the Hotel and each Other Property, then Hersha Owner shall have the unilateral right, in its sole discretion, prior to the scheduled Closing Date, to terminate this Agreement and the Other APCA’s (which right must be exercised by Hersha Owner with respect to this Agreement and by each Other Seller with respect to each Other APCA, simultaneously in writing, and cannot be exercised individually by Hersha Owner or any Other Seller), and in such instance, the entire Deposit shall be promptly returned to Owner JV, Hersha Owner shall reimburse to Owner JV the Owner JV’s Pursuit Costs (exclusive of any amounts funded by Hersha Owner or its Affiliates), and all rights, obligations and liabilities of the Parties hereunder shall be released and discharged except for those obligations and rights which by their terms survive termination of this Agreement. If Hersha Owner does not so elect to terminate this Agreement together with each Other Seller not electing to terminate the Other APCAs, Hersha Owner shall be obligated to complete the Immediate Work at its sole cost and expense regardless of whether the total cost to complete the Immediate Work exceeds $7,000,000.18 (c) If the estimated cost of the Immediate Work is less than $150,000 (in the aggregate) with respect to the Hotel, then Hersha Owner shall have no obligation to pursue or complete such repair or remediation, and any repair or remediation recommendation contained in any such Third Party Report shall not impact Closing or the satisfaction of any condition precedent to Closing contained in this Agreement or in any Other APCA, unless the estimated cost of the Immediate Work with respect the Hotel and each Other Property is greater than $700,000 (in the aggregate), in which event Hersha Owner shall be obligated to complete the Immediate Work (at its sole cost and expense) subject to and in accordance with subsection (a) above. (d) Hersha Owner shall have the right to hire a reputable and independent third party property inspector (at its sole cost and expense) to review and assess the estimated cost of the Immediate Work as provided for in the Third Party Report or as may be required by a lender under the Senior Financing, and to seek actual contractor bids for the recommended Immediate Work, which bids shall control the determination of the estimated cost of the Immediate Work, a copy of which report and bids shall be provided by Hersha Owner to Owner 19JV promptly upon receipt thereof. If the actual costs of completing the Immediate Work exceed the bids obtained by Hersha Owner, Hersha Owner shall be solely responsible for all such costs and expenses in excess of the bids. (e) Hersha Hospitality Limited Partnership, by its Joinder attached hereto, shall unconditionally guaranty to Owner JV the due and punctual payment and performance of Hersha Owner’s obligations under this Section 3.9, but only to the extent the Closing occurs. (f) Regardless of whether Hersha Owner is obligated or elects to pursue and complete the Immediate Work in accordance with this Section 3.9, in no event shall there be a reduction in the Purchase Price, and Owner JV shall be obligated to consummate the transactions contemplated herein subject to satisfaction of the conditions set forth in Section 7.2.

Immediate Work. If and to the extent that any property condition report and/or environmental assessment report (as described in Section A as part of the Third Party Reports), a copy of which shall be provided to Hersha Owner promptly upon Owner JV’s receipt thereof but in no event later than Ten (10) Business Days prior to the scheduled Closing Date, identify, and/or any lender providing the Senior Financing requires, any capital repairs and/or 18 environmental remediation work that must be performed within twelve (12) months of the Closing Date (collectively, the “Immediate Work”), and provided that Closing has occurred, the following provisions shall apply: (a) If the estimated cost of the Immediate Work is greater than (i) $150,000 (in the aggregate) with respect to the Hotel or (ii) $700,000 (in the aggregate) with respect to the Hotel and each Other Property, then and only then, Hersha Owner shall have the obligation, and 18 hereby covenants and agrees, to diligently pursue and complete the Immediate Work to the reasonable satisfaction of Owner JV within the earlier of twelve (12) months of the Closing Date or the time period required by any lender providing the Senior Financing pursuant and in accordance with the loan documents evidencing such Senior Financing, and if and to the extent that any such lender requires the funding of a reserve at Closing to pay for the Immediate Work, then Hersha Owner shall be obligated to fund such reserve subject to and in accordance with the terms and provisions of this Section 3.9. (b) Notwithstanding the foregoing subsection (a) or anything to the contrary herein, if the estimated cost of the Immediate Work is more than $7,000,000 (in the aggregate) for the Hotel and each Other Property, then Hersha Owner shall have the unilateral right, in its sole discretion, prior to the scheduled Closing Date, to terminate this Agreement and the Other APCA’s (which right must be exercised by Hersha Owner with respect to this Agreement and by each Other Seller with respect to each Other APCA, simultaneously in writing, and cannot be exercised individually by Hersha Owner or any Other Seller), and in such instance, the entire Deposit shall be promptly returned to Owner JV, Hersha Owner shall reimburse to Owner JV the Owner JV’s Pursuit Costs (exclusive of any amounts funded by Hersha Owner or its Affiliates), and all rights, obligations and liabilities of the Parties hereunder shall be released and discharged except for those obligations and rights which by their terms survive termination of this Agreement. If Hersha Owner does not so elect to terminate this Agreement together with each Other Seller not electing to terminate the Other APCAs, Hersha Owner shall be obligated to complete the Immediate Work at its sole cost and expense regardless of whether the total cost to complete the Immediate Work exceeds $7,000,000. (c) If the estimated cost of the Immediate Work is less than $150,000 (in the aggregate) with respect to the Hotel, then Hersha Owner shall have no obligation to pursue or complete such repair or remediation, and any repair or remediation recommendation contained in any such Third Party Report shall not impact Closing or the satisfaction of any condition precedent to Closing contained in this Agreement or in any Other APCA, unless the estimated cost of the Immediate Work with respect the Hotel and each Other Property is greater than $700,000 (in the aggregate), in which event Hersha Owner shall be obligated to complete the Immediate Work (at its sole cost and expense) subject to and in accordance with subsection (a) above. (d) Hersha Owner shall have the right to hire a reputable and independent third party property inspector (at its sole cost and expense) to review and assess the estimated cost of the Immediate Work as provided for in the Third Party Report or as may be required by a lender under the Senior Financing, and to seek actual contractor bids for the recommended Immediate Work, which bids shall control the determination of the estimated cost of the Immediate Work, a copy of which report and bids shall be provided by Hersha Owner to Owner 19JV promptly upon receipt thereof. If the actual costs of completing the Immediate Work exceed the bids obtained by Hersha Owner, Hersha Owner shall be solely responsible for all such costs and expenses in excess of the bids. (e) Hersha Hospitality Limited Partnership, by its Joinder attached hereto, shall unconditionally guaranty to Owner JV the due and punctual payment and performance of Hersha Owner’s obligations under this Section 3.9, but only to the extent the Closing occurs. (f) Regardless of whether Hersha Owner is obligated or elects to pursue and complete the Immediate Work in accordance with this Section 3.9, in no event shall there be a reduction in the Purchase Price, and Owner JV shall be obligated to consummate the transactions contemplated herein subject to satisfaction of the conditions set forth in Section 7.2.

Immediate Work. If and to the extent that any property condition report and/or environmental assessment report (as described in Section A as part of the Third Party Reports), a copy of which shall be provided to Hersha Owner promptly upon Owner JV’s receipt thereof but in no event later than Ten (10) Business Days prior to the scheduled Closing Date, identify, and/or any lender providing the Senior Financing requires, any capital repairs and/or 18 environmental remediation work that must be performed within twelve (12) months of the Closing Date (collectively, the “Immediate Work”), and provided that Closing has occurred, the following provisions shall apply: (a) If the estimated cost of the Immediate Work is greater than (i) $150,000 (in the aggregate) with respect to the Hotel or (ii) $700,000 (in the aggregate) with respect to the Hotel and each Other Property, then and only then, Hersha Owner shall have the obligation, and hereby covenants and agrees, to diligently pursue and complete the Immediate Work to the reasonable satisfaction of Owner JV within the earlier of twelve (12) months of the Closing Date or the time period required by any lender providing the Senior Financing pursuant and in accordance with the loan documents evidencing such Senior Financing, and if and to the extent that any such lender requires the funding of a reserve at Closing to pay for the Immediate Work, then Hersha Owner shall be obligated to fund such reserve subject to and in accordance with the terms and provisions of this Section 3.9. (b) Notwithstanding the foregoing subsection (a) or anything to the contrary herein, if the estimated cost of the Immediate Work is more than $7,000,000 (in the aggregate) for the Hotel and each Other Property, then Hersha Owner shall have the unilateral right, in its sole discretion, prior to the scheduled Closing Date, to terminate this Agreement and the Other APCA’s (which right must be exercised by Hersha Owner with respect to this Agreement and by each Other Seller with respect to each Other APCA, simultaneously in writing, and cannot be exercised individually by Hersha Owner or any Other Seller), and in such instance, the entire Deposit shall be promptly returned to Owner JV, Hersha Owner shall reimburse to Owner JV the Owner JV’s Pursuit Costs (exclusive of any amounts funded by Hersha Owner or its Affiliates), and all rights, obligations and liabilities of the Parties hereunder shall be released and discharged except for those obligations and rights which by their terms survive termination of this Agreement. If Hersha Owner does not so elect to terminate this Agreement together with each Other Seller not electing to terminate the Other APCAs, Hersha Owner shall be obligated to complete the Immediate Work at its sole cost and expense regardless of whether the total cost to complete the Immediate Work exceeds $7,000,000.18 (c) If the estimated cost of the Immediate Work is less than $150,000 (in the aggregate) with respect to the Hotel, then Hersha Owner shall have no obligation to pursue or complete such repair or remediation, and any repair or remediation recommendation contained in any such Third Party Report shall not impact Closing or the satisfaction of any condition precedent to Closing contained in this Agreement or in any Other APCA, unless the estimated cost of the Immediate Work with respect the Hotel and each Other Property is greater than $700,000 (in the aggregate), in which event Hersha Owner shall be obligated to complete the Immediate Work (at its sole cost and expense) subject to and in accordance with subsection (a) above. (d) Hersha Owner shall have the right to hire a reputable and independent third party property inspector (at its sole cost and expense) to review and assess the estimated cost of the Immediate Work as provided for in the Third Party Report or as may be required by a lender under the Senior Financing, and to seek actual contractor bids for the recommended Immediate Work, which bids shall control the determination of the estimated cost of the Immediate Work, a copy of which report and bids shall be provided by Hersha Owner to Owner 19JV promptly upon receipt thereof. If the actual costs of completing the Immediate Work exceed the bids obtained by Hersha Owner, Hersha Owner shall be solely responsible for all such costs and expenses in excess of the bids. (e) Hersha Hospitality Limited Partnership, by its Joinder attached hereto, shall unconditionally guaranty to Owner JV the due and punctual payment and performance of Hersha Owner’s obligations under this Section 3.9, but only to the extent the Closing occurs. (f) Regardless of whether Hersha Owner is obligated or elects to pursue and complete the Immediate Work in accordance with this Section 3.9, in no event shall there be a reduction in the Purchase Price, and Owner JV shall be obligated to consummate the transactions contemplated herein subject to satisfaction of the conditions set forth in Section 7.2.

Immediate Work. If and to the extent that any property condition report and/or environmental assessment report (as described in Section A as part of the Third Party Reports), a copy of which shall be provided to Hersha Owner promptly upon Owner JV’s receipt thereof but in no event later than Ten (10) Business Days prior to the scheduled Closing Date, identify, and/or any lender providing the Senior Financing requires, any capital repairs and/or 18 environmental remediation work that must be performed within twelve (12) months of the Closing Date (collectively, the “Immediate Work”), and provided that Closing has occurred, the following provisions shall apply: (a) If the estimated cost of the Immediate Work is greater than (i) $150,000 (in the aggregate) with respect to the Hotel or (ii) $700,000 (in the aggregate) with respect to the Hotel and each Other Property, then and only then, Hersha Owner shall have the obligation, and hereby covenants and agrees, to diligently pursue and complete the Immediate Work to the reasonable satisfaction of Owner JV within the earlier of twelve (12) months of the Closing Date or the time period required by any lender providing the Senior Financing pursuant and in accordance with the loan documents evidencing such Senior Financing, and if and to the extent that any such lender requires the funding of a reserve at Closing to pay for the Immediate Work, then Hersha Owner shall be obligated to fund such reserve subject to and in accordance with the terms and provisions of this Section 3.9. (b) Notwithstanding the foregoing subsection (a) or anything to the contrary herein, if the estimated cost of the Immediate Work is more than $7,000,000 (in the aggregate) for the Hotel and each Other Property, then Hersha Owner shall have the unilateral right, in its sole discretion, prior to the scheduled Closing Date, to terminate this Agreement and the Other APCA’s (which right must be exercised by Hersha Owner with respect to this Agreement and by each Other Seller with respect to each Other APCA, simultaneously in writing, and cannot be exercised individually by Hersha Owner or any Other Seller), and in such instance, the entire Deposit shall be promptly returned to Owner JV, Hersha Owner shall reimburse to Owner JV the Owner JV’s Pursuit Costs (exclusive of any amounts funded by Hersha Owner or its Affiliates), and all rights, obligations and liabilities of the Parties hereunder shall be released and discharged except for those obligations and rights which by their terms survive termination of this Agreement. If Hersha Owner does not so elect to terminate this Agreement together with each Other Seller not electing to terminate the Other APCAs, Hersha Owner shall be obligated to complete the Immediate Work at its sole cost and expense regardless of whether the total cost to complete the Immediate Work exceeds $7,000,000. (c) If the estimated cost of the Immediate Work is less than $150,000 (in the aggregate) with respect to the Hotel, then Hersha Owner shall have no obligation to pursue or complete such repair or remediation, and any repair or remediation recommendation contained in any such Third Party Report shall not impact Closing or the satisfaction of any condition precedent to Closing contained in this Agreement or in any Other APCA, unless the estimated cost of the Immediate Work with respect the Hotel and each Other Property is greater than $700,000 (in the aggregate), in which event Hersha Owner shall be obligated to complete the Immediate Work (at its sole cost and expense) subject to and in accordance with subsection (a) above. (d) Hersha Owner shall have the right to hire a reputable and independent third party property inspector (at its sole cost and expense) to review and assess the estimated cost of the Immediate Work as provided for in the Third Party Report or as may be required by a lender under the Senior Financing, and to seek actual contractor bids for the recommended Immediate Work, which bids shall control the determination of the estimated cost of the Immediate Work, a copy of which report and bids shall be provided by Hersha Owner to Owner 19JV promptly upon receipt thereof. If the actual costs of completing the Immediate Work exceed the bids obtained by Hersha Owner, Hersha Owner shall be solely responsible for all such costs and expenses in excess of the bids. (e) Hersha Hospitality Limited Partnership, by its Joinder attached hereto, shall unconditionally guaranty to Owner JV the due and punctual payment and performance of Hersha Owner’s obligations under this Section 3.9, but only to the extent the Closing occurs. (f) Regardless of whether Hersha Owner is obligated or elects to pursue and complete the Immediate Work in accordance with this Section 3.9, in no event shall there be a reduction in the Purchase Price, and Owner JV shall be obligated to consummate the transactions contemplated herein subject to satisfaction of the conditions set forth in Section 7.2.