Default by the Purchaser. If the transaction herein contemplated fails to close as a result of the default of the Purchaser hereunder, or the Purchaser having made any representation or warranty herein which shall be untrue or misleading in any material respect, or the Purchaser having failed to perform any of the covenants and agreements contained herein to be performed by it, the Seller may terminate this Agreement (in which case, the Purchaser shall reimburse the Seller for all of the fees, charges, disbursements and expenses of the Seller’s attorneys).
Default by the Purchaser. IF (I) THE PURCHASER SHALL HAVE MADE ANY REPRESENTATION OR WARRANTY HEREIN WHICH SHALL BE UNTRUE OR MISLEADING IN ANY MATERIAL RESPECT, OR (II) IF THE PURCHASER SHALL FAIL TO PERFORM ANY OF THE COVENANTS AND AGREEMENTS CONTAINED HEREIN AND SUCH CONDITION OR FAILURE SHALL CONTINUE FOR A PERIOD OF TEN (10) DAYS (OR SUCH ADDITIONAL PERIOD AS MAY BE REASONABLY REQUIRED TO EFFECTUATE A CURE OF THE SAME; PROVIDED THAT NO SUCH EXTENSION OF TIME SHALL APPLY TO PURCHASER'S FAILURE TO PAY THE ALLOCABLE PURCHASE PRICE AT CLOSING OR OTHERWISE OPERATE TO EXTEND THE CLOSING DATE) AFTER NOTICE THEREOF FROM THE SELLER, OR (III) THE SELLER BECOMES ENTITLED TO TERMINATE (AND IN FACT TERMINATES) THE GAITHERSBURG CONTRACT AS A RESULT OF PURCHASER'S DEFAULT PURSUANT TO SECTION 10.2 OF THE GAITHERSBURG CONTRACT, THE SELLER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY, AT LAW, OR IN EQUITY, TERMINATE THIS AGREEMENT WITH RESPECT TO ANY PROPERTY OR PROPERTIES AS TO WHICH A CLOSING SHALL NOT YET HAVE OCCURRED, WHEREUPON THE PURCHASER SHALL PAY TO THE SELLER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, FOR AND ON ACCOUNT OF SUCH PROPERTIES (AND THE GAITHERSBURG PROPERTY IF UNSOLD UNDER THE GAITHERSBURG CONTRACT), THE SUM OF THREE MILLION ONE HUNDRED FIFTY-TWO THOUSAND SIX HUNDRED EIGHTY DOLLARS ($3,152,680.00) (WHICH SUM IS INCLUSIVE OF THE AMOUNT OF LIQUIDATED DAMAGES, IF ANY, PAID OR PAYABLE BY PURCHASER PURSUANT TO SECTION 10.02 OF THE GAITHERSBURG CONTRACT, IT BEING THE INTENT AND AGREEMENT OF THE PARTIES THAT PURCHASER'S AGGREGATE LIABILITY FOR LIQUIDATED DAMAGES UNDER THIS AGREEMENT AND THE GAITHERSBURG CONTRACT SHALL NOT EXCEED $3,152,680.00, INCLUDING ANY PORTION OF THE AGGREGATE DEPOSIT APPLIED THERETO PURSUANT TO SECTION 10.3 HEREOF OR SECTION 10.3 OF THE GAITHERSBURG CONTRACT), PLUS THE REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY SELLER IN ENFORCING THIS AGREEMENT AND/OR THE GAITHERSBURG CONTRACT AGAINST PURCHASER IN RESPECT OF PURCHASER'S DEFAULT. --------------------------------- ------------------------------ PURCHASER'S INITIALS SELLER'S INITIALS --------------------------------- ------------------------------ /s/ CBS /s/ TJG CNL HOSPITALITY TOWNEPLACE MANAGEMENT PARTNERS, LP CORPORATION /s/ TJG RESIDENCE INN BY MARRIOTT, INC. /s/ TJG MARRIOTT INTERNATIONAL, INC. --------------------------------- ------------------------------ It is understood and agreed that for purposes of this Section 10.2, if a default results from a false representation or warranty, such default...
Default by the Purchaser. If the Purchaser shall have made any representation or warranty herein which shall be untrue or misleading in any material respect, or if the Purchaser shall fail to perform any of the covenants and agreements contained herein to be performed by it and such failure shall continue for a period of ten (10) days after notice thereof from the Candlewood Parties or if the Purchaser shall default in its obligations under the Agreement to Lease and such default shall continue beyond the expiration of any applicable cure period, the Candlewood Parties may, as its sole and exclusive remedy at law and in equity, terminate this Agreement. In the event that the Candlewood Parties shall so terminate this Agreement, the Purchaser shall thereupon pay to the Candlewood Parties, as liquidated damages and not as a penalty, the sum of Two Hundred Fifty Thousand Dollars ($250,000) plus all expenses incurred by the Candlewood Parties in connection with the transactions contemplated hereby, whereupon, the Purchaser shall have no further monetary or, except as expressly provided herein, nonmonetary obligations hereunder.
Default by the Purchaser. EVENTS OF PURCHASER'S DEFAULT
Default by the Purchaser a) The Purchaser shall be in default under this Agreement in the event that the Purchaser shall fail to perform and comply with the agreements and conditions which are required to be performed or complied with by the Purchaser pursuant to this Agreement.
Default by the Purchaser. The Purchaser shall be deemed to be in default under this Agreement in each and every one of the following events, namely:
Default by the Purchaser. 14.1 Should the Purchaser fail to pay any amount, or fail to provide the guarantee(s) required in terms of this Agreement on due date, or should the Purchaser commit a breach of any other of the terms and conditions of this Agreement and remain in default for 7 days (unless such breach occurs after the transfer documents have been lodged in the Deeds Office for registration, in which case the 7 day period may at the election of the Developer be reduced to 48 hours) after dispatch of a written notice requiring payment and/or delivery of the guarantee(s) and/or requiring such breach to be remedied, the Developer shall be entitled without prejudice to any other rights of the Developer in law or in terms of this Agreement including the right to claim interest in terms of 13 above:-
Default by the Purchaser. IF THE PURCHASER SHALL HAVE MADE ANY REPRESENTATION OR WARRANTY HEREIN WHICH SHALL BE UNTRUE OR MISLEADING IN ANY MATERIAL RESPECT OR IF THE PURCHASER SHALL FAIL TO PERFORM ANY OF THE COVENANTS AND AGREEMENTS CONTAINED HEREIN AND SUCH CONDITION OR FAILURE SHALL CONTINUE FOR A PERIOD OF TEN (10) DAYS (OR SUCH ADDITIONAL PERIOD AS MAY BE REASONABLY REQUIRED TO EFFECTUATE A CURE OF THE SAME; PROVIDED THAT NO SUCH EXTENSION OF TIME SHALL APPLY TO PURCHASER'S FAILURE TO PAY THE PURCHASE PRICE AT CLOSING OR OTHERWISE OPERATE TO EXTEND THE CLOSING DATE) AFTER NOTICE THEREOF FROM THE SELLER, THE SELLER MAY, AS ITS SOLE AND EXCLUSIVE REMEDY, AT LAW, OR IN EQUITY, TERMINATE THIS AGREEMENT, WHEREUPON, THE PURCHASER SHALL PAY TO THE SELLER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, THE SUM OF ONE HUNDRED THOUSAND DOLLARS ($100,000) (the "LIQUIDATED DAMAGES AMOUNT") PLUS THE REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY SELLER IN ENFORCING THE AGREEMENT AGAINST PURCHASER IN RESPECT OF PURCHASER'S DEFAULT. ------------------------------------------------------------ --------------------------------------------------------- PURCHASER'S INITIALS SELLER'S INITIALS ------------------------------------------------------------ --------------------------------------------------------- ------------------------------------------------------------ --------------------------------------------------------- ----------------------------- ------------------------------------- CNL HEALTHCARE MARRIOTT SENIOR LIVING PARTNERS, LP SERVICES, INC. -------------------------------------------------------- MARRIOTT INTERNATIONAL, INC. ------------------------------------------------------------ --------------------------------------------------------- It is understood and agreed that for purposes of this Section 10.2, if a default results from a false representation or warranty, such default shall be deemed cured if the events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the date actually made.
Default by the Purchaser. The Purchaser shall not sell, transfer, distribute or otherwise convey more than the following number of the Purchased Shares prior to the payment to the Company of each of the following Installments: 0 Shares prior to the Second Installment, and 3,657,495 Shares prior to the Third Installment. If the Purchaser fails to pay any Installment as required, the Purchaser shall return to the Company the following number of the Purchased Shares and the Purchaser shall not be obligated to pay nor the Company to accept any subsequent Installment: 53,199,934 Shares upon failure to pay the Second Installment, or 49,542,439 Shares upon failure to pay the Third Installment, respectively, as the case may be. Purchaser also agrees that should the Purchaser fail to return said Shares to the Company on or before the applicable date described in this Section 6.7, the Company may cancel said Shares without further notice to the Purchaser, and the Purchaser shall thereby forfeit any and all rights it would otherwise have as the owner of said Shares.
Default by the Purchaser. If the Purchaser shall have made any representation or warranty herein which shall be untrue or misleading in any material respect, or if the Purchaser shall fail to perform any of the covenants and agreements contained herein to be performed by it and such failure shall continue for a period of ten (10) days after notice thereof from the ShoLodge Parties or if HPT shall default in its obligations under the Agreement to Lease and such default shall continue beyond the expiration of any applicable cure period, the ShoLodge Parties may, as its sole and exclusive remedy at law and in equity, terminate this Agreement. In the event that the ShoLodge Parties shall so terminate this Agreement, the Purchaser shall thereupon pay to the ShoLodge Parties, as liquidated damages and not as a penalty, the sum of One Million Dollars ($1,000,000), whereupon, the Purchaser shall have no further monetary or, except as expressly provided herein, nonmonetary obligations hereunder.
