Default by the Purchaser Clause Samples

Default by the Purchaser. 5.1 If the Purchaser shall fail to pay the Purchase Price in accordance with the terms and conditions herein for any reason not due to the default of the Vendor or the Purchaser shall fail, neglect or refuse to observe or perform or otherwise be in breach of any of the material terms, conditions and provisions of this Agreement which if capable of being remedied is not remedied within twenty one (21) days of the Vendor’s notice to the Purchaser, the Vendor shall be entitled to terminate this Agreement at any time thereafter and to forfeit such part of the Purchase Price equivalent to Ringgit Malaysia Three Hundred Thousand (RM300,000) only as the agreed liquidated damages (hereinafter referred to as the “Agreed LAD”) by notice in writing to the Purchaser and the Vendor shall refund within fourteen (14) days from the date of the notice of termination all other Purchase Price received (save for the Agreed LAD) by the Vendor from the Purchaser in accordance with the provisions pursuant to this Agreement free of interest, failing which interest at the rate of eight per centum (8%) per annum on daily rests shall be paid on the aforesaid Purchase Price to be refunded from the expiry of the due date to the date of actual payment and in exchange of such refund, the Purchaser shall at their own cost and expense: - (i) withdraw all caveats lodged by or on behalf of the Purchaser; and (ii) return to the Vendor’s Solicitors all the documents provided by the Vendor under this Agreement with the Vendor’s interest intact (save in the event that the stamp duty has been paid on the Memorandum of Transfer, the Memorandum of Transfer shall be retained by the Purchaser’s Solicitors to obtain a refund of stamp duty), whereupon this Agreement shall terminate and be of no further effect and neither parties hereto shall have any claim against the other and thereafter the Vendor shall be at liberty to deal the Property in such manner as the Vendor shall think fit.

Default by the Purchaser. IN THE EVENT OF A DEFAULT BY THE PURCHASER HEREUNDER, THEN SELLER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY FOR SUCH BREACH SHALL BE TO TERMINATE THIS AGREEMENT AND CANCEL THE ESCROW BY WRITTEN NOTICE TO PURCHASER AND ESCROW AGENT IN WHICH EVENT ESCROW AGENT SHALL PAY THE DEPOSIT AND ALL ACCRUED INTEREST THEREON TO SELLER. THE DEPOSIT SHALL CONSTITUTE LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER WOULD INCUR AS A RESULT OF THE BREACH BY PURCHASER OF ITS OBLIGATION TO PURCHASE THE PROPERTY. THE PARTIES AGREE THAT THE DEPOSIT IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES, AND SHALL CONSTITUTE LIQUIDATED DAMAGES IN ACCORDANCE WITH ALL LAWS APPLICABLE TO THIS TRANSACTION INCLUDING WITHOUT LIMITATION ALL LAWS OF THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED. THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. SELLER WAIVES ALL OTHER REMEDIES FOR PURCHASER’S BREACH OF ITS OBLIGATION TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, PROVIDED HOWEVER NOTHING HEREIN SHALL LIMIT SELLER’S RIGHT TO RECOVERY FOR (i) PURCHASER’S INDEMNITY OBLIGATIONS; (ii) ANY RIGHT TO ATTORNEY’S FEES UNDER THIS AGREEMENT; OR (iii) PURCHASER’S OBLIGATION TO PROVIDE COPIES OF PURCHASER’S DUE DILIGENCE DOCUMENTS TO SELLER.

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. 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, 9,974,988 Shares prior to the Third Installment and 79,799,901 Shares prior to the Fourth 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: 159,599,803 Shares upon failure to pay the Second Installment, 149,624,815 Shares upon failure to pay the Third Installment or 79,799,901 Shares upon failure to pay the Fourth 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. EVENTS OF PURCHASER'S DEFAULT 18.1. The Purchaser shall be deemed to be in default of performance of its obligations under this Contract in the following cases: a. if the Purchaser fails to pay the amount of any of the Instalments of the Contract Price due to the Builder in the period prior to Delivery on the due date for payment thereof; b. if the Purchaser fails without legal justification to take delivery of the Vessel in accordance with Clause 14 and to pay the instalment of the Contract Price due thereon; c. if an order or an effective resolution is passed for the winding up of the Purchaser (otherwise than for the purposes of a reconstruction or amalgamation previously approved by the Builder) or if a receiver is appointed over the whole or any part of the undertaking or property of the Purchaser or if the Purchaser becomes insolvent or suspends payment generally of its debts or ceases to carry on its business or makes any special arrangement or composition with its creditors. 18.2. If the Purchaser is in default as to the payment of any instalment as provided in (a) or (b) of sub-clause (1) above, then without prejudice to any other rights of the Builder or of the Purchaser, the Purchaser shall be liable to pay interest at 2% per cent above LIBOR on the unpaid amount from the day from which the same became due to the Builder up until the date of actual payment thereof. The Builder shall further be entitled to claim as Permissible Delay within the meaning of Clause 14.4 any period of time during which the construction or completion of the Vessel has been delayed in consequence of the Purchaser's default as aforesaid. TERMINATION BY THE BUILDER 18.3. If default on the part of the Purchaser continues for a period of thirty days, the Builder shall have the right at its sole discretion to rescind this Contract by giving written notice to the Purchaser. The Builder shall in such event hold all of the instalments received from the Purchaser in trust both for itself and the Purchaser until disposal of the Vessel whereupon the same shall either be retained by the Builder to compensate it for any shortfall between the Contract Price and the actual price obtained for the Vessel on disposal together. 18.4. In the event of rescission of this Contract in accordance with this Clause the Builder shall have the right and power either to complete or not to complete the Vessel as it deems fit but in any event shall sell the Vessel (either in its complete or incomplete...

Default by the Purchaser. If the Sellers do not default hereunder ------------------------- and the Purchaser defaults hereunder, the Sellers may assert any remedy, including specific performance, which the Sellers may have by reason of any such default. From and after the Closing, subject to the terms and provisions hereof, in the event of a breach by any party of the terms of this Agreement or any obligation of a party which survives the Closing hereunder, the non-defaulting party may assert any remedy, either at law or in equity to which such non-defaulting party may be entitled. Neither the Purchaser nor any of his employees, or agents and or attorneys or professional advisers representing any of them in this transaction, or the Company or Spiderboy.com, Inc (the "▇▇▇▇▇▇▇▇▇ ▇▇ Parties') shall have any liability to the Sellers or to those individuals who are parties to the Consulting Agreements, or to the Company, with respect to any obligations under this Agreement, or the Other Agreements, or otherwise, for consequential, exemplary, special, incidental or punitive damages even if any of them have been advised of the possibility of such damages. In any event, the joint and several liability of the Paragraph 11 Parties to the Sellers or to the Company or Spiderboy.com, Inc. or an▇ ▇▇▇▇▇ ▇▇▇ty for any reason and upon any cause of action shall be limited to the aggregate amount of $250,000. This limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. In the event the terms of this paragraph conflict with any of the other terms hereof or with the terms of any of the Other Agreements, the terms of this paragraph shall control and the provisions of this paragraph shall survive the Closing for five years.

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. 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 the Purchaser shall default in its obligations under the Agreement to Lease or the 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.

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, the Sellers, as their sole and exclusive remedy prior to Closing, may terminate this Agreement and retain the Deposit, as liquidated damages and not as a penalty, whereupon this Agreement shall terminate and be of no further force and effect and no party shall have any other obligation or liability to any other party hereunder. Nothing contained in this Section 10.2 shall operate to limit the Sellers’ rights or remedies under this Agreement with respect to any breach of representation, warranty or covenant which is first discovered (or which first occurs) after the Closing.