Examples of Owner JV in a sentence
All escrows or similar deposits, if any, made by Hersha Owner as security under any public service contracts which will remain on deposit for the benefit of Owner JV after the Closing to the extent such escrows or similar deposits are assigned to Owner JV for which Hersha Owner will receive a credit at Closing.
Hersha Owner shall have delivered all of the items required to be delivered to Owner JV pursuant to Section 6.2.
Hersha Owner shall retain ownership of all Excluded Receivables and shall have the right to independently collect the Excluded Receivables after the Closing (at its sole cost and expenses), provided, that, such collection efforts do not have a material adverse effect on the Owner JV, Lessee JV or the Property.
Owner JV shall receive a credit at Closing for revenue received by Hersha Owner prior to the Adjustment Point for Advance Bookings made during Hersha Owner’s period of ownership of the Property.
Owner JV and Lessee JV shall use diligent good faith efforts to obtain Franchise Approval no later than fifteen (15) days prior to the Closing Date, and Owner JV and Lessee JV shall provide Hersha Owner and Lessee Owner with written notice immediately upon obtaining Franchise Approval.
Within three (3) Business Days of the Effective Date, Owner JV shall deliver the Additional Deposit to Escrow Agent.
Hersha Owner shall have the exclusive right (at its sole cost and expense) to file, and control, any filing or tax appeals for an adjustment of taxes affecting the tax year in which the Closing occurs, provided, that, such filing or appeal does not have a material adverse effect on the Owner JV, Lessee JV or the Property.
Hersha Owner shall indemnify, defend and hold harmless Owner JV and its affiliates from any liability, claim cost or expense to the extent relating to guest baggage, package and other property of guests checked or left in the care of the Hotel by registered guests then or formerly in the Hotel arising or attributable to the period prior to the Closing Date and not noted on the inventory provided in this Section 3.7.
No action, suit or legal or administrative proceeding shall have been instituted by or before any agency, bureau, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign (“Governmental Authority”), seeking to enjoin the transactions contemplated by this Agreement, other than any such proceeding initiated by or on behalf of Owner JV or any of Owner JV’s Representatives.
Each of Owner JV and Lessee JV is, or prior to closing will be duly qualified to do business in, and in good standing under, the laws of the state where the Property is located.