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
10
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.
For purposes of this Agreement, the term "Hazardous Materials" means any
substance, chemical, compound, product, solid, gas, liquid, waste, byproduct,
pollutant, contaminant, biological agent or