Common use of Termination by Acquiror Clause in Contracts

Termination by Acquiror. If any condition set forth herein or in any of the Contribution Agreements being simultaneously executed for the acquisition of the DeBoxx Xxxiliated Partnership hotel properties cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Acquiror to terminate this Agreement and its obligations hereunder, and the Contributor fails to cure any such matter within ten (10) business days after notice thereof from the Acquiror, the Acquiror, at its option, may elect either (a) to terminate this Agreement, in which event the Deposit shall be forthwith returned to the Acquiror and all other rights and obligations of the Contributor and the Acquiror hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing. Notwithstanding any termination hereof, the parties shall nevertheless remain liable under Sections 3.20 and 4.13. If the Acquiror terminates this Agreement as a consequence of a knowing or wilful misrepresentation or breach of a warranty or covenant by the Contributor, or a wilful failure by the Contributor to perform its obligations hereunder, the Acquiror shall retain all remedies accruing as a result thereof. If the Acquiror terminates this Agreement because of the unwillingness or inability of the Contributor to cure a title defect, the Contributor will have no liability to the Acquiror hereunder beyond the return of the Deposit, less expenses set forth on Exhibit 6.4(c).

Termination by Acquiror. If (a) After the Study Period, if any condition set forth herein or in any of the Contribution Agreements being simultaneously executed for the acquisition of the DeBoxx Xxxiliated Partnership hotel properties cannot or will not be satisfied prior to Closing, or upon the occurrence of any other event that would entitle the Acquiror to terminate this Agreement and its obligations hereunder, and the Contributor fails to cure any such matter within ten (10) business days after notice thereof from the Acquiror, the Acquiror, at its option, may elect either (a) to terminate this Agreement, in which event (i) Contributor shall immediately pay to Acquiror, in cash, "Acquiror's Break-Up Fee" (as defined in Subsection (b) below) and, (ii) upon receipt of the Deposit Acquiror's Break-Up Fee, and subject to the two immediately subsequent sentences,(A) such fee shall be forthwith returned to the Acquiror deemed full and complete liquidated damages, (B) such fee shall be deemed Acquiror's complete remedy and (C) all other rights and obligations of the Contributor and the Acquiror hereunder shall terminate immediately, or (b) to waive its right to terminate and, instead, to proceed to Closing. Notwithstanding any termination hereof, the parties shall nevertheless remain liable under Sections 3.20 and 4.13. If the Acquiror terminates this Agreement as a consequence of a knowing or wilful willful misrepresentation or breach of a warranty or covenant by the Contributor, Contributor or a wilful willful failure by the Contributor to perform its obligations hereunder, then notwithstanding the receipt by Acquiror of the Acquiror's Break-Up Fee the Acquiror shall retain all remedies accruing as a result thereof. If the Acquiror terminates this Agreement because and is entitled to the Acquiror's Break-Up Fee, then, without limiting Acquiror's rights to receive such fee, Acquiror shall retain all remedies accruing as a result of the unwillingness or inability termination until such fee has been received by Acquiror. Notwithstanding any termination hereof, the parties shall nevertheless remain liable for breaches of the Contributor to cure a title defect, the Contributor will have no liability to the Acquiror hereunder beyond the return of the Deposit, less expenses representations and warranties set forth on Exhibit 6.4(c)in Sections 3.20 and 4.13.