Common use of Failure to Close Property Closing Clause in Contracts

Failure to Close Property Closing. The Members acknowledge that upon execution of this Agreement, (i) the Property Owner Subsidiary will be required to fund the Deposit under the Purchase Agreement, (ii) the Deposit under the Purchase Agreement will be non-refundable subject to the express conditions to the Property Closing set forth in the Purchase Agreement, including the failure of the holders of the Mortgage Loan and Mezzanine Loan to approve the Subsidiaries’ assumption of the Loan, (iii) the Members shall be obligated to fund their respective initial capital contributions in accordance with this Section 3.01. If a Member fails to fund the full amount of its initial capital contribution in accordance with this Section 3.01 or otherwise refuses to allow the Subsidiaries to close the Property Closing and assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement, then in additional to any other remedy set forth in this Agreement, the non-defaulting Member shall have the unilateral authority and without the consent of the defaulting Member to cause the Subsidiaries to close the Property Closing and assumption of the Loan pursuant to the Purchase Agreement, in which event the defaulting Member shall be no longer be a Member of the Company and shall receive no return of its capital to the extent such defaulting Member had previously funded any part of its capital under this Section 3.01. In the event a Member fails to fund the full amount of its initial capital contribution in this Section 3.01 or otherwise refuses to allow the Subsidiaries to close the Property Closing or the assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement and the non-defaulting member elects not to close the Property Closing, the defaulting Member shall be liable for the non-defaulting Member’s share of the Deposit that is not returned to the non-defaulting Member and for all costs and expenses incurred by such non-defaulting Member 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 (the lost Deposit and such costs and expenses, collectively, the “Reimbursable Expenses”). The defaulting Member shall pay to the non-defaulting Member such reimbursement within ten (10) days of the non-defaulting Member’s written request therefor, which request shall reasonably substantiate the Reimbursable Expenses incurred. If the defaulting Member is (i) KBS then KBS SOR Properties, LLC (the “KBS Credit Party”) shall guaranty the Reimbursable Expenses incurred by JV Member, or (ii) JV Member then Savanna Real Estate Fund III, L.P. (the “Savanna Credit Party”) shall guaranty the Reimbursable Expenses incurred by KBS. If the Property Closing does not otherwise occur and the Deposit is returned to the Property Owner Subsidiary, then the Company shall be dissolved pursuant to Article VIII.

Failure to Close Property Closing. The Members acknowledge that upon execution of this Agreement, (i) the Property Owner Subsidiary LLC will be required to fund have funded the First Deposit under the Purchase Agreement, (ii) the Deposit under the Purchase Agreement will be non-refundable subject to the express conditions to the Property Closing set forth in the Purchase Agreement, including the failure of the holders of the Mortgage Loan and Mezzanine Loan to approve the Subsidiaries’ assumption of the Loan, (iii) the Members shall be obligated to fund their respective initial capital contributions set forth in accordance with this Section 3.01. If In the event a Member fails to fund the full amount portion of its initial capital contribution in accordance with this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner LLC to close the Property Closing and assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement, then in additional addition to any other remedy set forth in this Agreement, the non-defaulting Member shall have the unilateral authority and without the consent of the defaulting Member to cause the Subsidiaries Company and the Property Owner LLC to close the Property Closing and assumption of the Loan pursuant to the Purchase AgreementClosing, in which event the defaulting Member shall be no longer be a Member of the Company and shall receive no return of its capital to the extent such defaulting Member had previously funded any part of its capital under this Section 3.01. In the event a Member fails to fund the full amount portion of its initial capital contribution in this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner LLC to close the Property Closing or the assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement and the non-defaulting member elects not to close the Property Closing, the defaulting Member shall be liable for the non-defaulting Member’s share of the Deposit that is not returned to the non-defaulting Member and for all costs and expenses incurred by such non-defaulting Member 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 (the lost Deposit and such costs and expenses, collectively, the “Reimbursable Expenses”). The defaulting Member shall pay to the non-defaulting Member such reimbursement within ten (10) days of the non-defaulting Member’s written request therefor, which request shall reasonably substantiate the Reimbursable Expenses costs and expenses incurred. If the defaulting Member is (i) KBS then KBS SOR Properties, US Properties II LLC (the “KBS Credit Party”) shall guaranty the payment of the Reimbursable Expenses incurred by JV Member, or (ii) JV Member then Savanna Real Estate Fund IIIIntegrated Capital, L.P. LLC, a California limited liability company (the “Savanna IC Credit Party”) shall guaranty the Reimbursable Expenses incurred by KBS. If 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 SubsidiaryLLC, then the Company shall be dissolved pursuant to Article VIII.

Failure to Close Property Closing. The Members acknowledge that upon execution of this Agreement, (i) the Property Owner Subsidiary will have funded (or may be required obligated to fund the Deposit under fund) the Purchase Agreement, (ii) the Deposit under the Purchase Agreement will be non-refundable subject to the express conditions to the Property Closing set forth in the Purchase Agreement, including the failure of the holders of the Mortgage Loan and Mezzanine Loan to approve the Subsidiaries’ assumption of the Loan, (iiiii) the Members shall be obligated to fund their respective initial capital contributions set forth in accordance with this Section 3.01. If In the event a Member fails to fund the full amount portion of its initial capital contribution in accordance with this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner Subsidiary to close the Property Closing and assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement, then in additional addition to any other remedy set forth in this Agreement, the non-defaulting Member shall have the unilateral authority and without the consent of the defaulting Member to cause the Subsidiaries Company and the Property Owner Subsidiary to close the Property Closing and assumption of the Loan pursuant to the Purchase AgreementClosing, in which event the defaulting Member shall be no longer be a Member of the Company and shall receive no return of its capital to the extent such defaulting Member had previously funded any part of its capital under this Section 3.01. In the event a Member fails to fund the full amount portion of its initial capital contribution in this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner Subsidiary to close the Property Closing or the assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement and the non-defaulting member elects not to close the Property Closing, the defaulting Member shall be liable for the non-defaulting Member’s share of the Purchase Deposit that is not returned to the non-defaulting Member and for all costs and expenses incurred by such non-defaulting Member incurred in connection with this Agreement and the PropertyProject, including all costs to negotiate this Agreement, to the extent such costs and expenses have not previously been reimbursed to such non-defaulting Member (the lost Purchase Deposit and such costs and expenses, collectively, the “Reimbursable Expenses”). The defaulting Member shall pay to the non-defaulting Member such reimbursement within ten (10) days of the non-defaulting Member’s written request therefor, which request shall reasonably substantiate the Reimbursable Expenses costs and expenses incurred. If the defaulting Member is (i) KBS Member then KBS SOR Properties, US Properties II LLC (the “KBS Credit Party”) shall guaranty the payment of the Reimbursable Expenses incurred by JV Member, or (ii) JV Member then Savanna Real Estate Fund IIIKEK Family Holdings, L.P. LLC, a Delaware limited liability SMRH:479102057.10 22 company (the “Savanna JV Member Credit Party”) shall guaranty the Reimbursable Expenses incurred by KBSKBS Member. If Except as provided in Section 1.05 above, if the Property Closing does not otherwise occur and the Purchase Deposit is returned to the Property Owner Subsidiary, then the Company shall be dissolved pursuant to Article VIII.

Failure to Close Property Closing. The Members acknowledge that upon execution of this Agreement, (i) the Property Owner Subsidiary will have funded (or may be required obligated to fund the Deposit under the Purchase Agreement, (iifund) the Deposit Xxxxxxx Money under the Purchase Agreement will be non-refundable subject to the express conditions to the Property Closing set forth in the Purchase Agreement, including the failure of the holders of the Mortgage Loan and Mezzanine Loan to approve the Subsidiaries’ assumption of the Loan, (iiiii) the Members shall be obligated to fund their respective initial capital contributions set forth in accordance with this Section 3.01. If In the event a Member fails to fund the full amount portion of its initial capital contribution in accordance with this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner Subsidiary to close the Property Closing and assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement, then in additional addition to any other remedy set forth in this Agreement, the non-defaulting Member shall have the unilateral authority and without the consent of the defaulting Member to cause the Subsidiaries Company and the Property Owner Subsidiary to close the Property Closing and assumption of the Loan pursuant to the Purchase AgreementClosing, in which event the defaulting Member shall be no longer be a Member of the Company and shall receive no return of its capital to the extent such defaulting Member had previously funded any part of its capital under this Section 3.01. In the event a Member fails to fund the full amount portion of its initial capital contribution in this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner Subsidiary to close the Property Closing or the assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement and the non-defaulting member elects not to close the Property Closing, the defaulting Member shall be liable for the non-defaulting Member’s share of the Deposit Xxxxxxx Money that is not returned to the non-defaulting Member and for all costs and expenses incurred by such non-defaulting Member 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 (the lost Deposit Xxxxxxx Money and such costs and expenses, collectively, the “Reimbursable Expenses”). The defaulting Member shall pay to the non-defaulting Member such reimbursement within ten (10) days of the non-defaulting Member’s written request therefor, which request shall reasonably substantiate the Reimbursable Expenses costs and expenses incurred. If SMRH:479330698.9 the defaulting Member is (i) KBS Co-Managing Member then KBS SOR Properties, US Properties II LLC (the “KBS Credit Party”) shall guaranty the payment of the Reimbursable Expenses incurred by JV Member, or (ii) JV Member then Savanna Real Estate Fund IIIOnyx Equities, L.P. LLC, a New Jersey limited liability company (the “Savanna JV Member Credit Party”) shall guaranty the Reimbursable Expenses incurred by KBSCo-Managing Member. If Except as provided in Section 1.05 above, if the Property Closing does not otherwise occur and the Deposit Xxxxxxx Money is returned to the Property Owner Subsidiary, then the Company shall be dissolved pursuant to Article VIII.

Failure to Close Property Closing. The Members acknowledge that upon execution of this Agreement, (i) In the Property Owner Subsidiary will be required to fund the Deposit under the Purchase Agreement, (ii) the Deposit under the Purchase Agreement will be non-refundable subject to the express conditions to the Property Closing set forth in the Purchase Agreement, including the failure of the holders of the Mortgage Loan and Mezzanine Loan to approve the Subsidiaries’ assumption of the Loan, (iii) the Members shall be obligated to fund their respective initial capital contributions in accordance with this Section 3.01. If event a Member fails to fund the full amount portion of its initial capital contribution in accordance with this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner LLC to close the Property Closing and assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement, then in additional addition to any other remedy set forth in this Agreement, the non-defaulting Member shall have the unilateral authority and without the consent of the defaulting Member to cause the Subsidiaries Company and the Property Owner LLC to close the Property Closing and assumption of the Loan pursuant to the Purchase AgreementClosing, in which event the defaulting Member shall be no longer be a Member of the Company and shall receive no return of its capital to the extent such defaulting Member had previously funded any part of its capital under this Section 3.01. In the event a Member fails to fund the full amount portion of its initial capital contribution in this required to be funded at or prior to the Property Closing pursuant to Section 3.01 3.01(a) or (b), as applicable, or otherwise refuses to allow the Subsidiaries Property Owner LLC to close the Property Closing or the assumption of the Loan under the Purchase Agreement in violation of this Agreement or the Purchase Agreement and such failure to fund or close results in or would result in a default under the Purchase Agreement and the non-defaulting member elects not to close the Property Closing, the defaulting Member shall be liable for the non-defaulting Member’s share of the Deposit that is not returned to the non-defaulting Member and for all costs and expenses incurred by such non-defaulting Member 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 (the lost Deposit and such costs and expenses, collectively, the “Reimbursable Expenses”). The defaulting Member shall pay to the non-defaulting Member such reimbursement within ten (10) days of the non-defaulting Member’s written request therefor, which request shall reasonably substantiate the Reimbursable Expenses costs and expenses incurred. If the defaulting Member is (i) KBS then KBS SOR PropertiesUS Properties II LLC, 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 Savanna Real Estate Fund IIIEncore Hospitality, L.P. LLC, a Delaware limited liability company (the “Savanna JV Member Credit Party”) shall guaranty the Reimbursable Expenses incurred by KBS. If 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 SubsidiaryLLC, then the Company shall be dissolved pursuant to Article VIII.