Common use of Material Clause in Contracts

Material. In the event of any Material Damage, as defined herein, to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner or Owner JV may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of ten (10) Business Days after the date Hersha Owner delivers the Casualty Notice to Owner JV (and if necessary, the Closing Date shall be extended to give the Parties the full ten (10) Business Day period to make such election and to obtain insurance settlement agreements with Hersha Owner’s insurers). Upon any such termination, the entire Deposit shall be promptly returned to Owner JV and the Parties shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV so terminates this Agreement within said ten (10)-Business Day period, then the Parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner shall assign to Owner JV, without representation or warranty by or recourse against Hersha Owner, all of Hersha Owner’s rights in and to any resulting insurance proceeds due Hersha Owner as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV shall assume full responsibility for all needed repairs, and Owner JV shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JV. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha Owner’s reasonable estimation as reviewed and confirmed in good faith by Owner JV, equals or exceeds ten percent (10%) of the Purchase Price.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Real Property or any portion thereof prior to ClosingClose of Escrow, either Hersha Owner or Owner JV Buyer may, at its option, terminate this Agreement by delivering written notice to the other Seller on or before the expiration of ten (10) Business Days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Buyer (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day period to make such election and to obtain full information regarding any applicable insurance settlement agreements with Hersha Owner’s insurerspolicies). Upon any such termination, the entire Deposit Escrow shall be promptly returned to Owner JV canceled, this Agreement shall be terminated and become null and void, all parties hereto shall be released from further performance of this Agreement (with the Parties shall have no further rights exception of those provisions or obligations hereunder, other than those paragraphs which recite that by their express terms they survive the termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder and shall return to each party any and all documents which such party had deposited with it. If neither Hersha Owner nor Owner JV Buyer does not so terminates terminate this Agreement within said ten (10)-Business 10) Business Day period, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of the Closing Date as provided above), and as of Closing, Hersha Owner Close of Escrow Seller shall assign to Owner JVBuyer, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights (if any) in and to any resulting insurance proceeds (and Buyer shall receive a credit at the Close of Escrow in an amount equal to any applicable deductible under any applicable Seller property insurance policy) (excluding any rent loss insurance applicable to any period prior to the Closing Date) due Hersha Owner Seller (or previously paid to Seller) as a result of such damage or destruction (less any portion thereof expended by Seller in connection with repairs to the “Insurance Proceeds”Property) and, as between Seller and Owner JV Buyer, Buyer shall assume full responsibility for all needed repairs, and Owner JV shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JV. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means mean damage which, which (A) will cost in Hersha Owner’s reasonable estimation as reviewed and confirmed in good faith excess of an amount equal to $50,000 to repair or (B) permits termination of any Lease by Owner JV, equals the tenant thereunder or exceeds ten percent (10%C) permits the tenant under any Lease to axxxx its rent under such Lease for a period of six (6) months or longer after the Purchase PriceClose of Escrow.

Material. In the event of any Material Damage, Damage (as defined herein, hereinafter defined) to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner Seller or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of ten (10) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day day period to make such election and to obtain insurance settlement agreements with Hersha OwnerSeller’s insurersinsurers and agree upon repair and restoration of the affected Property). Upon any such termination, the entire Deposit Exxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner Seller nor Owner JV Purchaser so terminates this Agreement within said ten (10)-Business Day 10) day period, then the Parties parties shall be deemed to have waived the right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner to the extent permitted by the terms of the applicable policies, Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (or if such have not been awarded, all of Seller’s right, title and interest to any claims and proceeds Seller has with respect to any casualty insurance policies relating to the “Insurance Proceeds”Property in question, to the extent the same are assignable pursuant to the terms of the applicable policies; provided, however, should Seller’s insurance policy prohibit the assignment of such proceeds, Seller shall provide Buyer with a credit to the Purchase Price at Closing in an amount equal to the proceeds.) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible or self-insured amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and shall not agree to the amount of the “Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVAssignment”). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage whichthat, in Hersha Owner’s reasonable estimation as reviewed the opinion of an architect or other third-party contractor selected by Seller and confirmed in good faith reasonably approved by Owner JVPurchaser, equals exceeds (or exceeds ten percent (10%is estimated to exceed) of the $1,500,000.00 to repair. Purchase Price.and Sale Agreement 6000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 4000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 10000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property at least four (4) Projects or any portion thereof of at least four (4) Projects prior to Closing, either Hersha Owner or Owner JV Purchaser may, at its option, terminate this Agreement as to either all of the affected Projects or all of the Properties by delivering written notice to the other Seller on or before the expiration of ten thirty (1030) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day thirty-day period to make such election and to obtain insurance settlement agreements with Hersha Owner’s Seller's insurers). Upon any such terminationtermination as to the affected Projects instead of all of the Properties, the entire Deposit Purchase Price shall be promptly returned to Owner JV reduced by the allocated portion of the Purchase Price for the applicable Projects , and the Parties parties hereto shall have no further rights or obligations hereunderhereunder as to the affected Projects, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV so terminates Purchaser elects to terminate as to all of the Properties, the Earnxxx Xxxey shall be returned to Purchaser and the parties shall have no further rights, duties or obligations hereunder except for the obligations which by their terms survive termination of this Agreement. Notwithstanding the foregoing, in the event Purchaser elects to terminate this Agreement as to four (4) or more Projects due to Material Damage occurring to the Properties, Seller shall have the option to terminate this Agreement as to all Properties, in which event the Earnxxx Xxxey shall be returned to Purchaser and the parties shall have no further rights, duties or obligations hereunder except for the obligations which by all of the terms survive termination of this Agreement. In the event of Material Damage or destruction of three (3) or fewer Projects or if Purchaser elects not to terminate this Agreement as to at least four (4) affected Projects as detailed above within said ten thirty (10)-Business Day 30) day period, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above)schedule, and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha Owner’s Seller's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV destruction, Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVpolicies. For the purposes of this Agreement, “"Material Damage” " and “"Materially Damaged” " means damage which, in Hersha Owner’s Seller's reasonable estimation as reviewed and confirmed estimation, exceeds $500,000.00 to repair or which, in good faith by Owner JVSeller's reasonable estimation, equals or exceeds ten percent will take longer than ninety (10%90) of the Purchase Pricedays to repair.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner Seller or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of ten thirty (1030) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day thirty-day period to make such election and to obtain insurance settlement agreements with Hersha OwnerSeller’s insurers). Upon any such termination, the entire Deposit Exxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner Seller nor Owner JV Purchaser so terminates this Agreement within said ten thirty (10)-Business Day 30) day period, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company Price and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status a pro rata share of the claimrental or business loss proceeds, and shall not agree if any). If Seller fails to maintain prior to Closing property insurance covering the amount Property to a level that is materially similar to that maintained by Seller as of the Insurance Proceeds with Effective Date and, because of such failure, there are insufficient insurance proceeds to cover the reasonable cost of repairs caused by such casualty (determined as provided below), then Seller shall credit Purchaser such shortfall in insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVproceeds at Closing. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha OwnerSeller’s reasonable estimation as reviewed and confirmed in good faith by Owner JVestimation, equals or exceeds ten percent (10%) of the Purchase Price$50,000.00 to repair.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner Seller or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of ten (10) Business Days 30 days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day thirty-day period to make such election and to obtain insurance settlement agreements with Hersha Owner’s insurerselection). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner Seller nor Owner JV Purchaser so terminates this Agreement within said ten (10)-Business Day 30-day period, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha Owner’s Seller's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company Price and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status a pro rata share of the claimrental or business loss proceeds, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVif any). For the purposes of As used in this AgreementSection 6.2.1, “"Material Damage” " and “"Materially Damaged” " means damage which, in Hersha Owner’s the reasonable estimation as reviewed and confirmed in good faith by Owner JV, equals or exceeds ten percent (10%) of the Purchase Pricethird party contractor, engineer or architect engaged by Seller and reasonably approved by Purchaser, exceeds $500,000.00 to repair or includes any uninsured loss (other than the applicable deductible) Exhibit M, List of Existing Loan Documents M-21 that Seller does not agree to fund or credit at Closing. Notwithstanding the foregoing, Seller's right to terminate this Agreement under this Section 6.2.1 shall be exercisable only if (i) the Lender requires that the casualty proceeds be used to pay down the principal balance of Seller's mortgage loan for the Property, and (ii) the Lender does not issue the Loan Assumption Approval.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the applicable portion of the Property or any portion thereof prior to Closing, either Hersha Owner or Owner JV Seller and Purchaser shall negotiate in good faith for a period of sixty (60) days following Purchaser’s receipt of the Casualty Notice (the “Negotiation Period”) to determine a feasible manner to proceed to Closing for the applicable portion of the Property, and if such agreement cannot be reached, Purchaser may, at its option, terminate this Agreement with respect to the applicable portion of the Property by delivering written notice to the other such Seller on or before the expiration of ten thirty (1030) Business Days days after the date Hersha Owner delivers the Casualty Notice to Owner JV Negotiation Period (and if necessary, the Closing Date shall be extended for such applicable portion of the Property to give the Parties parties the full ten (10) Business Day sixty-day period to make such election and to obtain insurance settlement agreements with Hersha Ownersuch Seller’s insurers). Upon any such termination, the entire Deposit shall be promptly returned to Owner JV and the Parties parties hereto shall have no further rights or obligations hereunderhereunder with respect to the applicable portion of the Property for which this Agreement has been terminated, other than those that by their express terms survive the termination of this Agreement; it being agreed that the termination of this Agreement with respect to one parcel of the Property for a casualty shall not affect the parties’ obligations with respect to the remaining balance of the Property. If neither Hersha Owner nor Owner JV so terminates Purchaser does not terminate this Agreement with respect to the applicable portion of the Property within said ten (10)-Business Day periodthe period set forth above, then the Parties parties shall proceed under this Agreement and close on schedule with respect to the applicable portion of the Property (subject to extension of Closing as provided above), and as of Closing, Hersha Owner such Closing the applicable Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha Ownersuch Seller, all of Hersha Ownersuch Seller’s rights in and to any resulting insurance proceeds due Hersha Owner (including any rent loss insurance applicable to any period on and after the Closing Date) payable to such Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount or any portion of the deductible plus Material Damage not covered by insurance proceeds proceeds. If this Agreement is not terminated as provided above, Seller shall not exceed adjust, compromise or settle any claims without the lesser consent of (i) the cost of repair or (ii) the Purchase Price); providedPurchaser, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and which consent shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVbe unreasonably withheld, conditioned or delayed. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha Owner’s reasonable estimation as reviewed and confirmed in good faith by Owner JV, equals or exceeds ten percent (10%) of the Purchase Price.this

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property Properties or any portion thereof prior to Closing, either Hersha Owner or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other Sellers on or before the expiration of ten (10) Business Days 20 days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing closing Date shall be extended to give the Parties Purchaser the full ten (10) Business Day twenty-day period to make such election and to obtain insurance settlement agreements with Hersha Owner’s Sellers’ insurers). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV Purchaser does not so terminates terminate this Agreement within said ten (10)-Business Day twenty-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of ClosingClosing and to the extent permitted by the Lienholder (as defined in Section 13), Hersha Owner Sellers shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSellers, all of Hersha Owner’s Sellers’ rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Sellers as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company Price and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status a pro rate share of the claimrental or business loss proceeds, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVif any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha Owner’s Sellers’ reasonable estimation as reviewed and confirmed in good faith by Owner JVestimation, equals or exceeds ten percent (10%) a cost of the Purchase Price$250,000 to repair.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other Seller on or before the expiration of ten thirty (1030) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties Purchaser the full ten (10) Business Day 30-day period to make such election and to obtain insurance settlement agreements with Hersha OwnerSeller’s insurers). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV so terminates Purchaser does not elect to terminate this Agreement within said ten (10)-Business Day 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss or business interruption insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount (or any applicable self-insured retention amount) under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the sum of (a) the lesser of (i1) the actual cost of repair or (ii2) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status plus (b) a pro rata share of the claimrental or business loss proceeds, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVif any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha Owner’s reasonable estimation as reviewed and confirmed in good faith by Owner JV, equals or which (A) exceeds ten percent (10%) 1% of the Purchase PricePrice to repair, or (B) would otherwise permit any Key Tenant to terminate its Lease under the terms thereof (unless such termination right is fully and irrevocably waived by such tenant with respect to the applicable damage in question).

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner Seller or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of ten (10) Business Days 30 days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day thirty-day period to make such election and to obtain insurance settlement agreements with Hersha Owner’s insurerselection). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner Seller nor Owner JV Purchaser so terminates this Agreement within said ten (10)-Business Day 30-day period, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha Owner’s Seller's rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company Price and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status a pro rata share of the claimrental or business loss proceeds, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVif any). For the purposes of As used in this AgreementSection 6.2.1, “"Material Damage” " and “"Materially Damaged” " means damage which, in Hersha Owner’s the reasonable estimation as reviewed and confirmed in good faith by Owner JV, equals or exceeds ten percent (10%) of the Purchase Pricethird party contractor, engineer or architect engaged by Seller and reasonably approved by Purchaser, exceeds $500,000.00 to repair or includes any uninsured loss (other than the applicable deductible) that Seller does not agree to fund or credit at Closing. Notwithstanding the foregoing, Seller's right to terminate this Agreement under this Section 6.2.1 shall be exercisable only if (i) the Lender requires that the casualty proceeds be used to pay down the principal balance of Seller's mortgage loan for the Property, and (ii) the Lender does not issue the Loan Assumption Approval.

Material. In the event of any Material Damage, Damage (as defined herein, hereinafter defined) to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner Seller or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of ten (10) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day day period to make such election and to obtain insurance settlement agreements with Hersha OwnerSeller’s insurersinsurers and agree upon repair and restoration of the affected Property). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner Seller nor Owner JV Purchaser so terminates this Agreement within said ten (10)-Business Day 10) day period, then the Parties parties shall be deemed to have waived the right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner to the extent permitted by the terms of the applicable policies, Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (or if such have not been awarded, all of Seller’s right, title and interest to any claims and proceeds Seller has with respect to any casualty insurance policies relating to the “Insurance Proceeds”Property in question, to the extent the same are assignable pursuant to the terms of the applicable policies; provided, however, should Seller’s insurance policy prohibit the assignment of such proceeds, Seller shall provide Buyer with a credit to the Purchase Price at Closing in an amount equal to the proceeds.) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible or self-insured amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and shall not agree to the amount of the “Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVAssignment”). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage whichthat, in Hersha Owner’s reasonable estimation as reviewed the opinion of an architect or other third-party contractor selected by Seller and confirmed in good faith reasonably approved by Owner JVPurchaser, equals exceeds (or exceeds ten percent (10%is estimated to exceed) of the $1,500,000.00 to repair. Purchase Price.and Sale Agreement 0000 Xxxxxx X. Xxxxxxx Freeway, Dallas, Texas 0000 Xxxxx Xxxxxxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx 00000, 14639 and 00000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx 00000 Inwood Road, Farmers Branch, Texas

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof on or prior to Closingthe Risk Transfer Date, either Hersha Owner or Owner JV Purchaser may, at its sole option, terminate this Agreement by delivering written notice to the other Seller on or before the expiration of ten thirtieth (1030th) Business Days day after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties Purchaser the full ten (10) Business Day 30-day period to make such election and to allow Seller time to obtain insurance settlement agreements with Hersha OwnerSeller’s insurers). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV Purchaser does not so terminates terminate this Agreement within said ten (10)-Business Day 30-day period, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including, without limitation, all rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (destruction, Purchaser shall accept the “Insurance Proceeds”) and Owner JV shall assume full responsibility for all needed repairsProperty in its then-existing condition, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase PricePrice and a pro rata share of the rental or business loss proceeds, if any); provided, however, Hersha Owner shall retain the claim against . If Seller is not able to assign the insurance company and proceeds to Purchaser at Closing for any reason, the right to negotiate and settle parties shall proceed with the insurance company regarding the claimClosing as otherwise set forth in this Section 6.2.1, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and shall not agree to Purchaser receiving a credit at Closing in the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof proceeds that Seller is unable to Owner JV and consulting with Owner JVassign to Purchaser. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha OwnerSeller’s reasonable estimation as reviewed and confirmed in good faith by Owner JVestimation, equals or exceeds ten percent (10%) of the Purchase Price$250,000.00 to repair.

Material. In the event of any Material Damage, as defined herein, Loss to or destruction of one or more of the Property Properties or any portion thereof prior to Closing, either Hersha Owner Seller or Owner JV Purchaser may, at its option, terminate this Agreement as to the affected Property (in which case the Purchase Price and related terms of this Agreement shall be proportionately adjusted) by delivering written notice to the other on or before the expiration of ten thirty (1030) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day thirty-day period to make such election and to obtain insurance settlement agreements with Hersha OwnerSeller’s insurers). Upon any such termination, a portion of the entire Deposit Exxxxxx Money equal to the product of the Exxxxxx Money multiplied by a fraction, the numerator of which is the Allocated Purchase Price for such Property or Properties and the denominator of which is the Purchase Price shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunderhereunder with respect to the affected Property, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner Seller nor Owner JV Purchaser so terminates this Agreement within said ten thirty (10)-Business Day period30) day period as to the Property or Properties affected by said event of casualty, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company Price and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status a pro rata share of the claimrental or business loss proceeds, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVif any). For the purposes of this Agreement, “Material Damage” and “Materially DamagedLoss” means damage whichto any one Property which (y) Seller's insurance adjuster or construction representative reasonably estimates will exceed $1,000,000.00 to repair or which materially and adversely affects permanent access to the Property (provided, however, in Hersha Owner’s reasonable estimation no event shall any casualty that results in the termination of that certain Roadway Lease dated December 29, 2005 between Seller and Commonwealth Edison Company, as reviewed and confirmed amended, (the “Roadway Lease”) or otherwise restricts, terminates, modifies or affects in good faith by Owner JVany way the use of the premises thereunder be considered a Material Loss), equals or exceeds ten (z) gives any one tenant that occupies in excess of twenty-five percent (1025%) of the Purchase Priceaggregate square footage of the affected Property or Properties the unconditional right to terminate its Lease.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner or Owner JV Purchaser may, at its option, terminate - 14 - this Agreement by delivering written notice to the other Seller on or before the expiration of ten thirty (1030) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties Purchaser the full ten (10) Business Day thirty-day period to make such election and to obtain insurance settlement agreements with Hersha Owner’s insurersSeller's Insurers). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV so terminates Purchaser does not terminate this Agreement within said ten (10)-Business Day 30-day period, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller (provided, however, that Seller shall reasonably cooperate with Purchaser in pursuing any claims for such proceeds including the execution and delivery of any instruments reasonably required in connection therewith, provided that Seller's costs incurred in such cooperation, including but not limited to attorneys' fees, shall not exceed $5,000, with this obligation surviving the Closing), all of Hersha Owner’s Seller's rights in and to any resulting insurance proceeds due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (iA) the cost of repair or (iiB) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company Price and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status a pro rata share of the claimrental or business loss proceeds, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVif any). For the purposes of this Agreement, “Material Damage” "MATERIAL DAMAGE" and “Materially Damaged” "MATERIALLY DAMAGED" means damage whichwhich is estimated by a qualified third party (which shall include Seller's insurer) in the ordinary course to exceed $150,000.00 to repair, in Hersha Owner’s reasonable estimation as reviewed and confirmed in good faith by Owner JV, equals or exceeds ten percent which is likely to take longer than ninety (10%90) of the Purchase Pricedays to repair.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof after the Effective Date but prior to Closing, either Hersha Owner and if and only if (i) the applicable tenant or Owner JV may, at its option, terminate this Agreement by delivering written notice Guarantor is not required to repair the damage pursuant to the other applicable Lease or Guaranty, or (ii) the tenant is entitled to and elects to terminate the Lease as result of such casualty or is entitled to a material reduction in its rent as a result of such casualty (either, a “Lease Casualty Event”), then Purchaser may request an adjustment to the Allocated Purchase Price for such Property in accordance with the terms of Section 4.4.5 (in no event shall any such adjustment exceed 75% of the Allocated Purchase Price for such Property); provided however, that for purposes of this Section 6.2.1 only, the Price Adjustment Period shall commence on or before the expiration of ten date on which Seller receives the Purchase Price Adjustment Notice (10) which shall not later than three Business Days after the date Hersha Owner delivers Purchaser receives the Casualty Notice to Owner JV (Notice) and if necessary, the Closing Date shall be extended to give the Parties the full ten (10) expire five Business Day period to make such election and to obtain insurance settlement agreements with Hersha Owner’s insurers)Days thereafter. Upon any such termination, the entire Deposit shall be promptly returned to Owner JV and the Parties shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV so terminates this Agreement within said ten (10)-Business Day period, then the Parties The parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above)schedule, and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies to the extent not payable by the applicable tenant under the applicable Lease or by Guarantor under the Guaranty (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status portion of the claim, Allocated Purchase Price the applicable Property and shall not agree to the amount a pro rata share of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVrental or business loss proceeds, if any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha OwnerSeller’s reasonable estimation as reviewed and confirmed in good faith by Owner JVestimation, equals or exceeds ten percent (10%) of the Purchase Price$250,000 to repair.

Material. In the event of any Material Damage, Damage (as defined herein, hereinafter defined) to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner Seller or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other on or before the expiration of ten (10) Business Days days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties parties the full ten (10) Business Day day period to make such election and to obtain insurance settlement agreements with Hersha OwnerSeller’s insurersinsurers and agree upon repair and restoration of the affected Property). Upon any such termination, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner Seller nor Owner JV Purchaser so terminates this Agreement within said ten (10)-Business Day 10) day period, then the Parties parties shall be deemed to have waived the right to terminate under this Section 6.2.1 and the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner to the extent permitted by the terms of the applicable policies, Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) or if such have not been awarded, all of Seller’s right, title and Owner JV shall assume full responsibility for all needed repairs, interest to any claims and Owner JV shall receive a credit at Closing for proceeds Seller has with respect to any deductible amount under such casualty insurance policies (but relating to the amount Property in question, to the extent the same are assignable pursuant to the terms of the deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price)applicable policies; provided, however, Hersha Owner should Seller’s insurance policy prohibit the assignment of such proceeds, Seller shall retain the claim against the insurance company and the right to negotiate and settle provide Buyer with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as a credit to the status of the claim, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JV. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha Owner’s reasonable estimation as reviewed and confirmed in good faith by Owner JV, equals or exceeds ten percent (10%) of the Purchase Price.Purchase

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Real Property or any portion thereof prior to ClosingClosing (other than any Material Damage or destruction caused by Buyer or its employees, either Hersha Owner agents advisors or Owner JV invitees), Buyer may, at its option, terminate this Agreement by delivering a written termination notice to the other on or before the expiration of ten Sellers within fifteen (1015) Business Days days after the date Hersha Owner delivers Sellers deliver the Casualty Notice to Owner JV Buyer (and if necessary, the Closing Date shall be extended to give the Parties Buyer the full ten fifteen (10) Business Day 15)-day period to make such election). In the event of any damage or destruction of the Real Property or any portion thereof prior to the Closing Date that is not covered by insurance (other than any deductibles), whether or not such damage or destruction is Material Damage, Sellers may, at their option, elect to terminate this Agreement by delivering a written termination notice to Buyer (the “Termination Notice”) within fifteen (15) days after the date of such damage or destruction (and if necessary, the Closing Date shall be extended to give Sellers the full fifteen (15)-day period to deliver such Termination Notice); provided, however, that within two (2) business days following Sellers’ delivery of the Termination Notice pursuant to this sentence (the “Void Period”), Buyer may unilaterally elect to void Sellers’ election to terminate this Agreement pursuant to the Termination Notice by delivering written notice of such election to Sellers (the “Void Notice”), with such Void Notice to include a complete waiver by Buyer of any rights to receive from Sellers the amount of the uninsured loss (but not any deductibles) giving rise to Sellers’ election to terminate this Agreement pursuant to such Termination Notice (and if necessary, the Closing Date shall be extended to obtain insurance settlement agreements with Hersha Owner’s insurersgive Buyer the full Void Period to deliver such Void Notice). In the event Sellers properly and timely deliver a Termination Notice and thereafter Buyer fails timely to deliver the Void Notice, then this Agreement shall terminate effective as of the expiration of the Void Period. Upon any such terminationtermination pursuant to either of the two preceding sentences, the entire Deposit Xxxxxxx Money shall be promptly returned to Owner JV the applicable party as provided in Section 3.1 and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV so terminates Buyer and Sellers do not terminate this Agreement within said ten (10)-Business Day periodpursuant to this Section 6.2.1, as applicable, then the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided abovehereinabove), and as of Closing, Hersha Owner Closing Sellers shall assign to Owner JVBuyer, without representation or warranty by or recourse against Hersha OwnerSellers, all of Hersha Owner’s Sellers’ assignable rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Sellers as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Buyer shall assume full responsibility for all needed repairs, and Owner JV Buyer shall receive a credit at Closing for any uninsured amount (except to the extent waived pursuant to a Void Notice) and any deductible amount under such insurance policies to the extent not previously paid by Sellers (but the amount of the deductible such credit plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as to the status of the claim, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JV. For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha Owner’s Sellers’ reasonable estimation as reviewed and confirmed in good faith by Owner JVestimation, equals exceeds $3,732,165.00, or exceeds ten percent (10%) of the Purchase Pricewhich could permit any Tenant to terminate its Lease.

Material. In the event of any Material Damage, as defined herein, Damage to or destruction of the Property or any portion thereof prior to Closing, either Hersha Owner or Owner JV Purchaser may, at its option, terminate this Agreement by delivering written notice to the other Seller on or before the expiration of ten (10) Business Days 30 days after the date Hersha Owner Seller delivers the Casualty Notice to Owner JV Purchaser (and if necessary, the Closing Date shall be extended to give the Parties Purchaser the full ten (10) Business Day 30-day period to make such election and to obtain insurance settlement agreements with Hersha OwnerSeller’s insurers). Upon any such termination, the entire Deposit Exxxxxx Money (other than the Non-Refundable Exxxxxx Money) shall be promptly returned to Owner JV Purchaser and the Parties parties hereto shall have no further rights or obligations hereunder, other than those that by their express terms survive the termination of this Agreement. If neither Hersha Owner nor Owner JV so terminates Purchaser does not terminate this Agreement within said ten (10)-Business Day 30-day period, then Purchaser shall be deemed to have waived its right to terminate under this Section 6.2.1 and the Parties parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing, Hersha Owner Closing Seller shall assign to Owner JVPurchaser, without representation or warranty by or recourse against Hersha OwnerSeller, all of Hersha OwnerSeller’s rights in and to any resulting insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Hersha Owner Seller as a result of such damage or destruction (the “Insurance Proceeds”) and Owner JV Purchaser shall assume full responsibility for all needed repairs, and Owner JV Purchaser shall receive a credit at Closing for any deductible amount under such insurance policies (but the amount of the deductible plus insurance proceeds shall not exceed the lesser of (ia) the cost of repair or (iib) the sum of the Purchase Price); provided, however, Hersha Owner shall retain the claim against the insurance company Price and the right to negotiate and settle with the insurance company regarding the claim, but Hersha Owner agrees to use good faith efforts to cooperate with Owner JV, shall keep Owner JV reasonably informed as that portion of Seller’s rental or business loss proceeds relating to the status of the claimtime period after Closing, and shall not agree to the amount of the Insurance Proceeds with the insurance company without providing prior written notice thereof to Owner JV and consulting with Owner JVif any). For the purposes of this Agreement, “Material Damage” and “Materially Damaged” means damage which, in Hersha OwnerSeller’s reasonable estimation as reviewed and confirmed in good faith by Owner JVestimation, equals exceeds (1) $250,000 to repair if the casualty is an uninsured casualty or exceeds ten percent (2) 10%) % of the Purchase PricePrice to repair if the casualty is an insured casualty.