Hersha Owner’s Response Sample Clauses

Hersha Owner’s Response. Not later than five (5) Business Days after receipt of Owner JV’s Objection, but in any event prior to the Closing Date, Hersha Owner shall in its sole discretion, either: (i) notify Owner JV of its intention (the “Hersha Owner’s Response”) to attempt to Remove, as defined herein, the New Exception(s) listed in the Owner JV’s Objections, or (ii) notify Owner JV that Hersha Owner does not intend to attempt to Remove any such matter. If Hersha Owner does not provide Hersha Owner’s Response to Owner JV within such time period, Hersha Owner shall be deemed to have elected not to attempt to Remove Owner JV’s Objections. If Hersha Owner elects (or is deemed to have elected) not to Remove one or more of the New Exceptions, then not more than five (5) Business Days after receipt of Hersha Owner’s Response (but in any event not later than the Closing Date), Owner JV shall by written notice to Hersha Owner either: (x) terminate this Agreement, or (y) waive the existence of such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception. Owner JV’s failure to respond within said five (5)-Business Day period shall constitute Owner JV’s election to proceed under clause (y). If Hersha Owner elects to attempt to Remove any New Exception, then Hersha Owner shall use commercially reasonable efforts to attempt to cure any such New Exception on or before the Closing Date. If at any time Hersha Owner notifies Owner JV that Hersha Owner will be unable or is unwilling to cure any such New Exception, then Owner JV shall, within five (5) Business Days after receipt of such notification, either terminate this Agreement or waive any such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception. Owner JV’s failure to respond to Hersha Owner’s notice within such five (5)-Business Day period shall constitute Owner JV’s decision to waive the existence of such New Exception, in which case, any such New Exception shall automatically constitute a Permitted Exception, and proceed to Closing in accordance with this Agreement. In no event shall Owner JV be entitled to a reduction of the Purchase Price on account of any uncured New Exception. In any case where this Agreement is terminated as permitted in this paragraph, then the entire Deposit shall be promptly returned to Owner JV, and all rights, obligations and liabilities of the Parties hereunder shall be released and discharged except for thos...
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