Common use of Condition of the Property; No Representations; Waiver and Release Clause in Contracts

Condition of the Property; No Representations; Waiver and Release. (a) OWNER JV acknowledges and agrees that the Hotel and the Property are being sold to OWNER JV, and that OWNER JV agrees to purchase and accept the Hotel and the Property, and each and every part and component thereof, in an “AS IS, WHERE IS” condition as of the Closing with no representations or warranties from Hersha Owner or Hersha Lessee, either express or implied, except as expressly set forth in this Agreement or in the Conveyance Documents. OWNER JV agrees that OWNER JV is not relying upon, and has not received or been given, any representations, statements or warranties, oral or written, implied or express (except as expressly set forth in this Agreement or in the Conveyance Documents), of or by any officer, employee, agent or representative of Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or any salesperson or broker (if any) involved in the transactions contemplated hereby, as to the Hotel or the Property or any part or component thereof in any respect, including, but not limited to, any representations, statements or warranties (except as expressly set forth in this Agreement or in the Conveyance Documents) as to the physical or environmental condition of the Hotel, the fitness of the Hotel for use as such, the financial performance or potential of the Hotel, the compliance of the Hotel with applicable building, zoning, subdivision, environmental, life safety or land use laws, codes, ordinances, rules, orders, or regulations, or the state of repair of the Hotel, and OWNER JV, for itself and its successors and assigns, waives any right to assert any claim or demand against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or their respective affiliates at law or in equity relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, now existing or hereafter arising. Except for any title or survey matters created solely by Hersha Owner or Hersha Lessee in violation of Section 4.3 of this Agreement, OWNER JV agrees that (except as expressly set forth in this Agreement or the Conveyance Documents) it shall have no recourse whatsoever against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager, or their respective Affiliates, at law or in equity, should the Survey, the Title Commitment or the Title Policy fail to disclose any matter affecting the Real Property or reveal any such matter in an inaccurate, misleading or incomplete fashion or otherwise be in error. OWNER JV acknowledges that has reviewed the Survey and the Title Commitment (as same may be marked at Closing) and discussed their contents with the independent contractors who prepared or issued each of them. OWNER JV accordingly agrees to look solely to the preparer of the Survey and the Title Company for any claim arising out of or in connection with such instruments and hereby releases Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager and their respective Affiliates from any such claim (except for any claim that Hersha Owner agrees to cure as set forth in this Agreement). Notwithstanding the foregoing, nothing herein is intended to limit the liability of Hersha Owner, Hersha Lessee or any Hersha Member for any breach of a covenant or other undertaking set forth in this Agreement or in any Conveyance Document. (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, AS OF THE CLOSE OF ESCROW, OWNER JV HEREBY IRREVOCABLY AND ABSOLUTELY WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, AND COVENANTS NOT TO FILE OR OTHERWISE PURSUE ANY LEGAL ACTION AGAINST, HERSHA OWNER, HERSHA LESSEE OR THEIR RESPECTIVE AFFILIATES OR ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, DEMANDS, CLAIMS, LIABILITIES, FINES, PENALTIES, LIENS, JUDGMENTS, LOSSES, INJURIES, DAMAGES, SETTLEMENT EXPENSES OR COSTS OF WHATEVER KIND OR NATURE, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING BROUGHT OR THREATENED OR ORDERED BY ANY GOVERNMENTAL AUTHORITY), IN ADDITION TO ASSOCIATED ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND INVESTIGATION AND REMEDIATION COSTS THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, “CLAIMS”) INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, OR INCLUDING ANY OTHER MATTER RELATING TO THE USE, PRESENCE, DISCHARGE OR RELEASE OF HAZARDOUS MATERIALS ON, UNDER, IN, ABOVE OR ABOUT THE PROPERTY. THIS WAIVER AND RELEASE SHALL BE BINDING UPON OWNER JV, ANY SUBSEQUENT OWNER JV AND ANY AFFILIATE, ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS. IN ADDITION, OWNER JV HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, AND FOREVER RELEASES, EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT RELATING TO ANY HAZARDOUS MATERIALS THAT MAY BE PLACED, LOCATED OR RELEASED ON, AT, UNDER OR FROM THE PROPERTY BY OWNER JV AFTER THE CLOSING DATE. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN IS INTENDED TO RELEASE ANY PERSON OR ENTITY WITH REGARD TO A BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CONVEYANCE DOCUMENT.

Condition of the Property; No Representations; Waiver and Release. (a) OWNER JV acknowledges and agrees that the Hotel and the Property are being sold to OWNER JV, and that OWNER JV agrees to purchase and accept the Hotel and the Property, and each and every part and component thereof, in an “AS IS, WHERE IS” condition as of the Closing with no representations or warranties from Hersha Owner or Hersha Lessee, either express or implied, except as expressly set forth in this Agreement or in the Conveyance Documents. OWNER JV agrees that OWNER JV is not relying upon, and has not received or been given, any representations, statements or warranties, oral or written, implied or express (except as expressly set forth in this Agreement or in the Conveyance Documents), of or by any officer, employee, agent or representative of Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or any salesperson or broker (if any) involved in the transactions contemplated hereby, as to the Hotel or the Property or any part or component thereof in any respect, including, but not limited to, any representations, statements or warranties (except as expressly set forth in this Agreement or in the Conveyance Documents) as to the physical or environmental condition of the Hotel, the fitness of the Hotel for use as such, the financial performance or potential of the Hotel, the compliance of the Hotel with applicable building, zoning, subdivision, environmental, life safety or land use laws, codes, ordinances, rules, orders, or regulations, or the state of repair of the Hotel, and OWNER JV, for itself and its successors and assigns, waives any right to assert any claim or demand against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or their respective affiliates at law or in equity relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, now existing or hereafter arising. Except for any title or survey matters created solely by Hersha Owner or Hersha Lessee in violation of Section 4.3 of this Agreement, OWNER JV agrees that (except as expressly set forth in this Agreement or the Conveyance Documents) it shall have no recourse whatsoever against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager, or their respective Affiliates, at law or in equity, should the Survey, the Title Commitment or the Title Policy fail to disclose any matter affecting the Real Property or reveal any such matter in an inaccurate, misleading or incomplete fashion or otherwise be in error. OWNER JV acknowledges that has reviewed the Survey and the Title Commitment (as same may be marked at Closing) and discussed their contents with the independent contractors who prepared or issued each of them. OWNER JV accordingly agrees to look solely to the preparer of the Survey and the Title Company for any claim arising out of or in connection with such instruments and hereby releases Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager and their respective Affiliates from any such claim (except for any claim that Hersha Owner agrees to cure as set forth in this Agreement). Notwithstanding the foregoing, nothing herein is intended to limit the liability of Hersha Owner, Hersha Lessee or any Hersha Member for any breach of a covenant or other undertaking set forth in this Agreement or in any Conveyance Document.9 (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, AS OF THE CLOSE OF ESCROW, OWNER JV HEREBY IRREVOCABLY AND ABSOLUTELY WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, AND COVENANTS NOT TO FILE OR OTHERWISE PURSUE ANY LEGAL ACTION AGAINST, HERSHA OWNER, HERSHA LESSEE OR THEIR RESPECTIVE AFFILIATES OR ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, DEMANDS, CLAIMS, LIABILITIES, FINES, PENALTIES, LIENS, JUDGMENTS, LOSSES, INJURIES, DAMAGES, SETTLEMENT EXPENSES OR COSTS OF WHATEVER KIND OR NATURE, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING BROUGHT OR THREATENED OR ORDERED BY ANY GOVERNMENTAL AUTHORITY), IN ADDITION TO ASSOCIATED ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND INVESTIGATION AND REMEDIATION COSTS THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, “CLAIMS”) INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, OR INCLUDING ANY OTHER MATTER RELATING TO THE USE, PRESENCE, DISCHARGE OR RELEASE OF HAZARDOUS MATERIALS ON, UNDER, IN, ABOVE OR ABOUT THE PROPERTY. THIS WAIVER AND RELEASE SHALL BE BINDING UPON OWNER JV, ANY SUBSEQUENT OWNER JV AND ANY AFFILIATE, ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS. IN ADDITION, OWNER JV HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, AND FOREVER RELEASES, EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT RELATING TO ANY HAZARDOUS MATERIALS THAT MAY BE PLACED, LOCATED OR RELEASED ON, AT, UNDER OR FROM THE PROPERTY BY OWNER JV AFTER THE CLOSING DATE. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN IS INTENDED TO RELEASE ANY PERSON OR ENTITY WITH REGARD TO A BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CONVEYANCE DOCUMENT.10

Condition of the Property; No Representations; Waiver and Release. (a) OWNER JV acknowledges and agrees that the Hotel and the Property are being sold to OWNER JV, and that OWNER JV agrees to purchase and accept the Hotel and the Property, and each and every part and component thereof, in an “AS IS, WHERE IS” condition as of the Closing with no representations or warranties from Hersha Owner or Hersha Lessee, either express or implied, except as expressly set forth in this Agreement or in the Conveyance Documents. OWNER JV agrees that OWNER JV is not relying upon, and has not received or been given, any representations, statements or warranties, oral or written, implied or express (except as expressly set forth in this Agreement or in the Conveyance Documents), of or by any officer, employee, agent or representative of Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or any salesperson or broker (if any) involved in the transactions contemplated hereby, as to the Hotel or the Property or any part or component thereof in any respect, including, but not limited to, any representations, statements or warranties (except as expressly set forth in this Agreement or in the Conveyance Documents) as to the physical or environmental condition of the Hotel, the fitness of the Hotel for use as such, the financial performance or potential of the Hotel, the compliance of the Hotel with applicable building, zoning, subdivision, environmental, life safety or land use laws, codes, ordinances, rules, orders, or regulations, or the state of repair of the Hotel, and OWNER JV, for itself and its successors and assigns, waives any right to assert any claim or demand against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or their respective affiliates at law or in equity relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, now existing or hereafter arising. Except for any title or survey matters created solely by Hersha Owner or Hersha Lessee in violation of Section 4.3 of this Agreement, OWNER JV agrees that (except as expressly set forth in this Agreement or the Conveyance Documents) it shall have no recourse whatsoever against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager, or their respective Affiliates, at law or in equity, should the Survey, the Title Commitment or the Title Policy fail to disclose any matter affecting the Real Property or reveal any such matter in an inaccurate, misleading or incomplete fashion or otherwise be in error. OWNER JV acknowledges that has reviewed the Survey and the Title Commitment (as same may be marked at Closing) and discussed their contents with the independent contractors who prepared or issued each of them. OWNER JV accordingly agrees to look solely to the preparer of the Survey and the Title Company for any claim arising out of or in connection with such instruments and hereby releases Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager and their respective Affiliates from any such claim (except for any claim that Hersha Owner agrees to cure as set forth in this Agreement). Notwithstanding the foregoing, nothing herein is intended to limit the liability of Hersha Owner, Hersha Lessee or any Hersha Member for any breach of a covenant or other undertaking set forth in this Agreement or in any Conveyance Document.9 (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, AS OF THE CLOSE OF ESCROW, OWNER JV HEREBY IRREVOCABLY AND ABSOLUTELY WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, AND COVENANTS NOT TO FILE OR OTHERWISE PURSUE ANY LEGAL ACTION AGAINST, HERSHA OWNER, HERSHA LESSEE OR THEIR RESPECTIVE AFFILIATES OR ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, DEMANDS, CLAIMS, LIABILITIES, FINES, PENALTIES, LIENS, JUDGMENTS, LOSSES, INJURIES, DAMAGES, SETTLEMENT EXPENSES OR COSTS OF WHATEVER KIND OR NATURE, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING BROUGHT OR THREATENED OR ORDERED BY ANY GOVERNMENTAL AUTHORITY), IN ADDITION TO ASSOCIATED ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND INVESTIGATION AND REMEDIATION COSTS THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, “CLAIMS”) INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, OR INCLUDING ANY OTHER MATTER RELATING TO THE USE, PRESENCE, DISCHARGE OR RELEASE OF HAZARDOUS MATERIALS ON, UNDER, IN, ABOVE OR ABOUT THE PROPERTY. THIS WAIVER AND RELEASE SHALL BE BINDING UPON OWNER JV, ANY SUBSEQUENT OWNER JV AND ANY AFFILIATE, ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS. IN ADDITION, OWNER JV HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, AND FOREVER RELEASES, EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT RELATING TO ANY HAZARDOUS MATERIALS THAT MAY BE PLACED, LOCATED OR RELEASED ON, AT, UNDER OR FROM THE PROPERTY BY OWNER JV AFTER THE CLOSING DATE. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN IS INTENDED TO RELEASE ANY PERSON OR ENTITY WITH REGARD TO A BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CONVEYANCE DOCUMENT.

Condition of the Property; No Representations; Waiver and Release. (a) OWNER JV acknowledges and agrees that the Hotel and the Property are being sold to OWNER JV, and that OWNER JV agrees to purchase and accept the Hotel and the Property, and each and every part and component thereof, in an “AS IS, WHERE IS” condition as of the Closing with no representations or warranties from Hersha Owner or Hersha Lessee, either express or implied, except as expressly set forth in this Agreement or in the Conveyance Documents. OWNER JV agrees that OWNER JV is not relying upon, and has not received or been given, any representations, statements or warranties, oral or written, implied or express (except as expressly set forth in this Agreement or in the Conveyance Documents), of or by any officer, employee, agent or representative of Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or any salesperson or broker (if any) involved in the transactions contemplated hereby, as to the Hotel or the Property or any part or component thereof in any respect, including, but not limited to, any representations, statements or warranties (except as expressly set forth in this Agreement or in the Conveyance Documents) as to the physical or environmental condition of the Hotel, the fitness of the Hotel for use as such, the financial performance or potential of the Hotel, the compliance of the Hotel with applicable building, zoning, subdivision, environmental, life safety or land use laws, codes, ordinances, rules, orders, or regulations, or the state of repair of the Hotel, and OWNER JV, for itself and its successors and assigns, waives any right to assert any claim or demand against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or their respective affiliates at law or in equity relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, now existing or hereafter arising. Except for any title or survey matters created solely by Hersha Owner or Hersha Lessee in violation of Section 4.3 of this Agreement, OWNER JV agrees that (except as expressly set forth in this Agreement or the Conveyance Documents) it shall have no recourse whatsoever against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager, or their respective Affiliates, at law or in equity, should the Survey, the Title Commitment or the Title Policy fail to disclose any matter affecting the Real Property or reveal any such matter in an inaccurate, misleading or incomplete fashion or otherwise be in error. OWNER JV acknowledges that has reviewed the Survey and the Title Commitment (as same may be marked at Closing) and discussed their contents with the independent contractors who prepared or issued each of them. OWNER JV accordingly agrees to look solely to the preparer of the Survey and the Title Company for any claim arising out of or in connection with such instruments and hereby releases Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager and their respective Affiliates from any such claim (except for any claim that Hersha Owner agrees to cure as set forth in this Agreement). Notwithstanding the foregoing, nothing herein is intended to limit the liability of Hersha Owner, Hersha Lessee or any Hersha Member for any breach of a covenant or other undertaking set forth in this Agreement or in any Conveyance Document.9 (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, AS OF THE CLOSE OF ESCROW, OWNER JV HEREBY IRREVOCABLY AND ABSOLUTELY WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, AND COVENANTS NOT TO FILE OR OTHERWISE PURSUE ANY LEGAL ACTION AGAINST, HERSHA OWNER, HERSHA LESSEE OR THEIR RESPECTIVE AFFILIATES OR ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, DEMANDS, CLAIMS, LIABILITIES, FINES, PENALTIES, LIENS, JUDGMENTS, LOSSES, INJURIES, DAMAGES, SETTLEMENT EXPENSES OR COSTS OF WHATEVER KIND OR NATURE, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING BROUGHT OR THREATENED OR ORDERED BY ANY GOVERNMENTAL AUTHORITY), IN ADDITION TO ASSOCIATED ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND INVESTIGATION AND REMEDIATION COSTS THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, “CLAIMS”) INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, OR INCLUDING ANY OTHER MATTER RELATING TO THE USE, PRESENCE, DISCHARGE OR RELEASE OF HAZARDOUS MATERIALS ON, UNDER, IN, ABOVE OR ABOUT THE PROPERTY. THIS WAIVER AND RELEASE SHALL BE BINDING UPON OWNER JV, ANY SUBSEQUENT OWNER JV AND ANY AFFILIATE, ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS. IN ADDITION, OWNER JV HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, AND FOREVER RELEASES, EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT RELATING TO ANY HAZARDOUS MATERIALS THAT MAY BE PLACED, LOCATED OR RELEASED ON, AT, UNDER OR FROM THE PROPERTY BY OWNER JV AFTER THE CLOSING DATE. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN IS INTENDED TO RELEASE ANY PERSON OR ENTITY WITH REGARD TO A BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CONVEYANCE DOCUMENT.10

Condition of the Property; No Representations; Waiver and Release. (a) OWNER JV acknowledges and agrees that the Hotel and the Property are being sold to OWNER JV, and that OWNER JV agrees to purchase and accept the Hotel and the Property, and each and every part and component thereof, in an “AS IS, WHERE IS” condition as of the Closing with no representations or warranties from Hersha Owner or Hersha Lessee, either express or implied, except as expressly set forth in this Agreement or in the Conveyance Documents. OWNER JV agrees that OWNER JV is not relying upon, and has not received or been given, any representations, statements or warranties, oral or written, implied or express (except as expressly set forth in this Agreement or in the Conveyance Documents), of or by any officer, employee, agent or representative of Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or any salesperson or broker (if any) involved in the transactions contemplated hereby, as to the Hotel or the Property or any part or component thereof in any respect, including, but not limited to, any representations, statements or warranties (except as expressly set forth in this Agreement or in the Conveyance Documents) as to the physical or environmental condition of the Hotel, the fitness of the Hotel for use as such, the financial performance or potential of the Hotel, the compliance of the Hotel with applicable building, zoning, subdivision, environmental, life safety or land use laws, codes, ordinances, rules, orders, or regulations, or the state of repair of the Hotel, and OWNER JV, for itself and its successors and assigns, waives any right to assert any claim or demand against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager or their respective affiliates at law or in equity relating to any such matter, whether latent or patent, disclosed or undisclosed, known or unknown, now existing or hereafter arising. Except for any title or survey matters created solely by Hersha Owner or Hersha Lessee in violation of Section 4.3 of this Agreement, OWNER JV agrees that (except as expressly set forth in this Agreement or the Conveyance Documents) it shall have no recourse whatsoever against Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager, or their respective Affiliates, at law or in equity, should the Survey, the Title Commitment or the Title Policy fail to disclose any matter affecting the Real Property or reveal any such matter in an inaccurate, misleading or incomplete fashion or otherwise be in error. OWNER JV acknowledges that has reviewed the Survey and the Title Commitment (as same may be marked at Closing) and discussed their contents with the independent contractors who prepared or issued each of them. OWNER JV accordingly agrees to look solely to the preparer of the Survey and the Title Company for any claim arising out of or in connection with such instruments and hereby releases Hersha Owner, Hersha Lessee, the Hersha Members, Hotel Manager and their respective Affiliates from any such claim (except for any claim that Hersha Owner agrees to cure as set forth in this Agreement). Notwithstanding the foregoing, nothing herein is intended to limit the liability of Hersha Owner, Hersha Lessee or any Hersha Member for any breach of a covenant or other undertaking set forth in this Agreement or in any Conveyance Document.9 (b) EXCEPT AS EXPRESSLY SET FORTH HEREIN, AS OF THE CLOSE OF ESCROW, OWNER JV HEREBY IRREVOCABLY AND ABSOLUTELY WAIVES ITS RIGHT TO RECOVER FROM, AND FOREVER RELEASES AND DISCHARGES, AND COVENANTS NOT TO FILE OR OTHERWISE PURSUE ANY LEGAL ACTION AGAINST, HERSHA OWNER, HERSHA LESSEE OR THEIR RESPECTIVE AFFILIATES OR ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, PROCEEDINGS, INVESTIGATIONS, DEMANDS, CLAIMS, LIABILITIES, FINES, PENALTIES, LIENS, JUDGMENTS, LOSSES, INJURIES, DAMAGES, SETTLEMENT EXPENSES OR COSTS OF WHATEVER KIND OR NATURE, WHETHER DIRECT OR INDIRECT, KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE (INCLUDING ANY ACTION OR PROCEEDING BROUGHT OR THREATENED OR ORDERED BY ANY GOVERNMENTAL AUTHORITY), IN ADDITION TO ASSOCIATED ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, AND INVESTIGATION AND REMEDIATION COSTS THAT MAY ARISE ON ACCOUNT OF OR IN ANY WAY BE CONNECTED WITH THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, “CLAIMS”) INCLUDING, WITHOUT LIMITATION, THE PHYSICAL, ENVIRONMENTAL AND STRUCTURAL CONDITION OF THE PROPERTY OR ANY LAW OR REGULATION APPLICABLE THERETO, OR INCLUDING ANY OTHER MATTER RELATING TO THE USE, PRESENCE, DISCHARGE OR RELEASE OF HAZARDOUS MATERIALS ON, UNDER, IN, ABOVE OR ABOUT THE PROPERTY. THIS WAIVER AND RELEASE SHALL BE BINDING UPON OWNER JV, ANY SUBSEQUENT OWNER JV AND ANY AFFILIATE, ANY DIRECT OR INDIRECT PARTNER, MEMBER, TRUSTEE, DIRECTOR, SHAREHOLDER, CONTROLLING PERSON, OFFICER, ATTORNEY, EMPLOYEE, AGENT OR BROKER OF ANY OF THE FOREGOING, AND ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS, PERSONAL REPRESENTATIVES AND ASSIGNS. IN ADDITION, OWNER JV HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, AND FOREVER RELEASES, EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY CLAIMS TO THE EXTENT RELATING TO ANY HAZARDOUS MATERIALS THAT MAY BE PLACED, LOCATED OR RELEASED ON, AT, UNDER OR FROM THE PROPERTY BY OWNER JV AFTER THE CLOSING DATE. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN IS INTENDED TO RELEASE ANY PERSON OR ENTITY WITH REGARD TO A BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CONVEYANCE DOCUMENT.10