The escrow agent`s agreement for the waiver and performance of this receipt is also subject to the following conditions: (d) a competition and non-appeal agreement, essentially in the form attached to Appendix D (the «non-negotiation agreement»); 9.3 Hersha standard owner. If the owner of Hersha or hersha tenant is substantially late to the reference date with this agreement, the AV owner has the exclusive and exclusive right to terminate the contract either i) (A) by informing the owner of Hersha in writing, after which the surety is returned to the JV owner, and (B) if the material late payment of the hersha owner is the result of a deliberate breach and agreement. , the owner JV has the right to recover from Hersha Eigent-mer the sum of two million of eight hundred thousand and one hundred thousand dollars (US$2,800,000) as damages liquidated in full satisfaction with all claims against Hersha JV, Hersha Lessee and Hersha members under this agreement, or (ii) to obtain special performance of the obligation of the owner of Hersha to transfer the property in accordance with this agreement; however, if a precondition for a particular benefit deed, in addition to other requirements imposed by the current legislation, and to the extent that this is authorized by the current legislation, the owner JV (A) must have, from the reference date, fulfilled all the conditions that preside over the obligation of the owner of Hersha in point 7.2 and , from the reference date, is ready, disposed and able (B) such an action is provided within thirty (30) days following the closing date or is still excluded from the search for such an appeal and (C) bail then on bail then on deposit to escrow agent or the register of a court of competent jurisdiction during the pendency of such an action (and the owner JV has agreed to that bail will be fully threatened JV`s owner is not in such an action). In order to avoid any doubt, each owner and owner of Hersha, JV, accepts that the above sentence sets the «contract» or «contract» of all agreements, contracts, obligations, contracts, licenses, leases and other instruments, agreements and agreements (written or oral) with respect to the person concerned or one of his assets or real estate. (k) Asset Management Agreement. an asset management agreement under The Asset Management Agreement (J), duly executed by the subsidiary concerned or by the agent of the owner of Hersha; c) letter from ERISA. A letter addressed to the owner of Hersha in the form of Schedule H, duly executed by the owner JV, confirming that the owner JV does not acquire the property (or part of it) with the assets of a worker benefit plan within the meaning of Section 3 (3 of the Employeee Retirement Income Security Act of 1974 («ERISA»); (qq) «Transaction» refers to the purchaser`s undivided sale of the disposal assets by the purchaser, the assumption of the buyer`s commitments and the seller`s contribution to the purchaser of an undivided interest in the distribution assets in exchange for the issuance of a share of the buyer`s membership, while in accordance with the terms of that agreement. (c) in the event of a disagreement between the seller and the purchaser regarding the correct payment of the down payment, Escrow`s agent reserves the right to deposit these funds with the Clerk of Court of Coweta, Georgia (the «judicial register»), by filing an interim action, and Escrow Agent is then relieved of liability and is entitled to have reimbursed by the seller and the purchaser all the costs.