Common use of Failure to Close Property Closing Clause in Contracts

Failure to Close Property Closing. In the event a Member in any way prevents the Property Owner LLC from closing the Property Closing under the Purchase Agreement and the Property Closing does not occur due to such failure or action, the defaulting Member shall be liable for the non-defaulting Member’s Affiliate's share of the Deposit that is not returned to the non-defaulting Member or its Affiliate, as applicable, and for all costs and expenses incurred by such non-defaulting Member or its Affiliate, as applicable, incurred in connection with this Agreement and the Property, including all costs to negotiate this Agreement, to the extent such costs and expenses have not previously been reimbursed to such non-defaulting Member or its Affiliate, as applicable, (the lost Deposit and such costs and expenses, collectively, the “Reimbursable Expenses”). The defaulting Member shall pay to the non-defaulting Member or its Affiliate, as applicable, such reimbursement within ten (10) days of the non-defaulting Member’s or its Affiliate, as applicable, written request therefor, which request shall reasonably substantiate the costs and expenses incurred. If the defaulting Member is (i) KBS then KBS SOR US Properties II LLC, a Delaware limited liability company (the “KBS Credit Party”), shall guaranty the payment of the Reimbursable Expenses incurred by JV Member, or (ii) JV Member then Encore Hospitality, LLC, a Delaware limited liability company (the “JV Member Credit Party”) shall guaranty the Reimbursable Expenses incurred by KBS. Except as provided in Section 1.05 above, if the Property Closing does not otherwise occur and the Deposit is returned to the Property Owner LLC, then the Company shall be dissolved pursuant to Article VIII.

Failure to Close Property Closing. In the event a Member in any way prevents the Property Owner LLC from closing the Property Closing under the Purchase Agreement and the Property Closing does not occur due to such failure or action, the defaulting Member shall be liable for the non-defaulting Member’s Affiliate's share of the Deposit that is not returned to the non-defaulting Member or its Affiliate, as applicable, and for all costs and expenses incurred by such non-defaulting Member or its Affiliate, as applicable, incurred in connection with this Agreement and the Property, including all costs to negotiate this Agreement, to the extent such costs and expenses have not previously been reimbursed to such non-defaulting Member or its Affiliate, as applicable, (the lost Deposit and such costs and expenses, collectively, the “Reimbursable Expenses”). The defaulting Member shall pay to the non-defaulting Member or its Affiliate, as applicable, such reimbursement within ten (10) days of the non-defaulting Member’s or its Affiliate, as applicable, written request therefor, which request shall reasonably substantiate the costs and expenses incurred. If the defaulting Member is (i) KBS then KBS SOR US Properties II LLC, a Delaware limited liability company LLC (the “KBS Credit Party”), ) shall guaranty the payment of the Reimbursable Expenses incurred by JV Member, or (ii) JV Member then Encore HospitalityIntegrated Capital, LLC, a Delaware California limited liability company (the “JV Member IC Credit Party”) shall guaranty the Reimbursable Expenses incurred by KBS. Except as provided in Section 1.05 above, if the Property Closing does not otherwise occur and the Deposit is returned to the Property Owner LLC, then the Company shall be dissolved pursuant to Article VIII.