Asset Purchase And Contribution Agreement

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(c) an agreement on the allocation of the asset interest price and the establishment of Form IRS 8594, essentially in the form of Appendix C (“Agreement 8594”) D. The hotel is subject to a hotel administration agreement (the “Management Agreement”), dated September 29, 2006 by hersha Lesesher and Hersha Hospitality Management, L.P., a Pennsylvania limited partnership (“Hotel Manager”). (o) any rights transferred by the seller resulting from non-competitive or restrictive contractual agreements between the seller and an former or a member, or between the seller and its employees, current or former members; 9.4 Full agreement; Changing. This agreement, along with all documents and schedules, constitutes the entire agreement reached between the parties in the transaction and replaces all prior agreements, agreements, negotiations and orals, written or written by the parties. Unless otherwise stated, no supplement or amendment to this agreement is binding, unless each party has indicated it in writing. 6.1 Survival. Subject to the limitations set out in Section 6.5, the commitments, guarantees, commitments and agreements concluded by the parties, as well as all agreements, certificates, instruments or other documents provided under this agreement, remain outside the conclusion and conclusion of the transaction. 6.3 Account deliveries by owner JV. Upon conclusion, the JV owner provides Escrow Agent with the following agreements, instruments and payments: A contribution agreement is a legal document that defines the terms of transfer of an asset from one party to another.3 minutes read (a) Correctly authorized, executed and delivered. The owner of JV is a limited liability company that is properly organized and valid and is reputable under New York State law. P.JV is a limited liability company that is properly organized and valid and is well-known under Delaware state law. Every JV landlord and JV tenant is, or before closing will be duly qualified to do business in and reputable under the laws of the state in which the property is located. This agreement, as well as all documents executed by the owner JV and/or the lessor, which must be delivered to the owner of Hersha, hersha tenant and/or members of Hersha for their conclusion, are executed and duly authorized at the time of closure, executed and delivered by the owner JV and Lese JV, (ii) no and at the time of closure will not, and at the time of closure will not be, no provision of an agreement or court injunction, the owner of JV or JV reading is a party or owner JV, reading JV or property or other property owned by the owner JV or Lese gu and (iii) (or in the case of closing documents , is) valid and legally binding commitments of the owner, which are enforceable in accordance with its terms.

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