Common use of Remedies for Manager Defaults Clause in Contracts

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections 5.1 (Working Capital) or 10.3 (Owner’s First Priority), Owner shall be entitled to liquidated damages. Owner’s right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s right to receive such liquidated damages, Landlord would not have acquired the Hotels and Owner would not have entered into the Lease. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR THE HOTELS BY OWNER’S AFFILIATE. Such liquidated damages shall be equal to (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus (ii) the balance of the Deposit at the time of termination. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from the date of such termination until the date of payment of such damages and interest. Except with respect to Owner’s rights and remedies for any breach or violations by Manager of the terms of Section 17.5 (Post Termination Obligations), Owner shall look solely to any collateral hereafter pledged securing Manager’s obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; provided, however, nothing contained herein is intended to, nor shall it, limit or reduce the obligations of the guarantor under the PR Guaranty or limit Owner’s rights with respect to either of them.

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections 5.1 (Working Capital) or 10.3 (Owner’s First Priority)10.5, Owner shall be entitled to liquidated damages. Owner’s right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s right to receive such liquidated damages, Landlord would not have acquired the Hotels and Owner would not have entered into the LeaseLease or this Agreement. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR THE HOTELS BY OWNER’S AFFILIATELEASE. Such liquidated damages shall be equal to the sum of (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus Thirty Million Dollars ($30,000,000) less (ii) the balance aggregate amount paid by the Guarantor under Section 3 of the Deposit at Guaranty in excess of the time of terminationaggregate amount reimbursed to the Guarantor pursuant to Sections 10.1 and 10.2. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from the date of such termination until the date of payment of such damages and interest. Except (a) for such liquidated damages and interest and (b) with respect to Owner’s rights and remedies for any breach or violations by Manager of (i) the terms of Section 17.5 16.4 or (Post Termination Obligations)ii) and any other obligation of Manager which survives the expiration or termination of the Term, Owner shall look solely not be entitled to monetary damages for any collateral hereafter pledged securing breach hereof by Manager’s obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; provided, however, nothing contained herein is intended to, nor shall itshall, limit or reduce the obligations of the guarantor Guarantors under the PR Guaranty or limit Owner’s rights with respect to either of themequitable relief or other remedies.

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections 5.1 (Working Capital) or 10.3 (Owner’s First Priority)10.3, Owner shall be entitled to liquidated damages. Owner’s right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s right to receive such liquidated damages, Landlord Purchaser would not have entered into the Initial Hotels Purchase Agreement, Purchaser would not have acquired the Hotels and Owner would not have entered into the Lease. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR THE HOTELS BY OWNER’S AFFILIATE. Such liquidated damages shall be equal to the sum of (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus (ii) the Outstanding Balance (as defined in the Guaranty), plus (iii) the outstanding balance of the Deposit at the time of terminationDeposit. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from the date of such termination until the date of payment of such damages and interest. Except with respect to Owner’s rights and remedies for any breach or violations by Manager of the terms of Section 17.5 (Post Termination Obligations)17.4, Owner shall look solely to the Deposit or any other collateral hereafter pledged securing Manager’s obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; provided, however, nothing contained herein is intended to, nor shall itshall, limit or reduce the obligations of the guarantor Guarantor under the PR Guaranty or limit Owner’s rights with respect to either of themthereto.

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections 5.1 (Working Capital) or 10.3 (Owner’s First Priority)10.3, Owner shall be entitled to liquidated damages. Owner’s 's right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s 's right to receive such liquidated damages, Landlord Purchaser would not have entered into the Purchase Agreement, Purchaser would not have acquired the Hotels and Owner would not have entered into the Lease. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTYsuch liquidated damages are not a penalty, BUT ARE TO COMPENSATE OWNER but are to compensate Owner AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR for the expense and lost earnings which may result from arranging substitute management for the Hotels as well as to compensate for THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR THE HOTELS the price paid for the Hotels BY OWNER’S 'S AFFILIATE. Such liquidated damages shall be equal to (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus (ii) the balance of Outstanding Balance, as defined in the Deposit at the time of terminationGuaranty. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from the date of such termination until the date of payment of such damages and interest. Except with respect to Owner’s 's rights and remedies for any breach or violations by Manager of the terms of Section 17.5 (Post Termination Obligations)17.4, Owner shall look solely to any collateral hereafter pledged securing Manager’s 's obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; provided, however, nothing contained herein is intended to, nor shall it, limit or reduce the obligations of the guarantor Guarantor under the PR Guaranty or limit Owner’s 's rights with respect to either of themthereto.

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections SECTIONS 5.1 (Working Capital) or 10.3 (Owner’s First Priority)10.3, Owner shall be entitled to liquidated damages. Owner’s right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s right to receive such liquidated damages, Landlord Purchaser would not have entered into the Purchase Agreement, Purchaser would not have acquired the Hotels and Owner would not have entered into the Lease. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR THE HOTELS BY OWNER’S AFFILIATE. Such liquidated damages shall be equal to (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus (ii) the balance of Outstanding Balance, as defined in the Deposit at the time of terminationGuaranty. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from the date of such termination until the date of payment of such damages and interest. Except with respect to Owner’s rights and remedies for any breach or violations by Manager of the terms of Section 17.5 (Post Termination Obligations)SECTION 17.4, Owner shall look solely to any collateral hereafter pledged securing Manager’s obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; providedPROVIDED, howeverHOWEVER, nothing contained herein is intended to, nor shall it, it limit or reduce the obligations of the Guarantor under the Guaranty, the guarantor under the PR Guaranty or limit Owner’s rights with respect to either of them.

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections SECTIONS 5.1 (Working Capital) or 10.3 (Owner’s First Priority)10.3, Owner shall be entitled to liquidated damages. Owner’s 's right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s 's right to receive such liquidated damages, Landlord Purchaser would not have entered into the Purchase Agreement, Purchaser would not have acquired the Hotels and Owner would not have entered into the Lease. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR THE HOTELS BY OWNER’S 'S AFFILIATE. Such liquidated damages shall be equal to (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus (ii) the balance of Outstanding Balance, as defined in the Deposit at the time of terminationGuaranty. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from 74 the date of such termination until the date of payment of such damages and interest. Except with respect to Owner’s 's rights and remedies for any breach or violations by Manager of the terms of Section 17.5 (Post Termination Obligations)SECTION 17.4, Owner shall look solely to any collateral hereafter pledged securing Manager’s 's obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; providedPROVIDED, howeverHOWEVER, nothing contained herein is intended to, nor shall it, it limit or reduce the obligations of the Guarantor under the Guaranty, the guarantor under the PR Guaranty or limit Owner’s 's rights with respect to either of them.

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections 5.1 (Working Capital) or 10.3 (Owner’s First Priority)10.3, Owner shall be entitled to liquidated damages. Owner’s 's right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s 's right to receive such liquidated damages, Landlord the Landlords would not have terminated a certain lease with respect to the Original Hotels or acquired the Additional Hotels and Owner would not have entered into the LeaseLeases. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE LEASES AND THE PRICE PAID FOR THE HOTELS BY OWNER’S AFFILIATE'S AFFILIATES. Such liquidated damages shall be equal to the sum of (i) all accrued but unpaid amounts due to Owner hereunder up until the date of termination, plus Fifty Million Dollars ($50,000,000) less (ii) the balance aggregate amount paid by the Guarantor under Section 3 of the Deposit at Guaranty in excess of any amounts reimbursed to the time of terminationGuarantor pursuant to the terms hereof. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from the date of such termination until the date of payment of such damages and interest. Except with respect to Owner’s 's rights and remedies for any breach or violations by Manager of the terms of Section 17.5 (Post Termination Obligations)17.4, Owner shall look solely to any collateral hereafter pledged securing Manager’s 's obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; provided, however, nothing contained herein is intended to, nor shall itshall, limit or reduce the obligations of the guarantor Guarantor under the PR Guaranty or limit Owner’s 's rights with respect to either thereto so long as Guarantor's obligation under Section 3 thereof has not been terminated in accordance with the terms of themthe Guaranty.

Remedies for Manager Defaults. So long as a Manager Event of Default shall be outstanding, Owner shall have (in addition to its other rights and remedies at law, in equity or otherwise) the right to terminate this Agreement. Upon such termination, or if this Agreement is terminated pursuant to Sections 5.1 (Working Capital) or 10.3 (Owner’s First Priority)10.3, Owner shall be entitled to liquidated damages. Owner’s right to receive liquidated damages has been agreed to due to the uncertainty, difficulty and/or impossibility of ascertaining the actual damages suffered by Owner. Further, if not for Owner’s right to receive such liquidated damages, Landlord Purchaser would not have entered into the Purchase Agreement, Purchaser would not have acquired the Hotels and Owner would not have entered into the Lease. MANAGER HEREBY ACKNOWLEDGES AND AGREES THAT SUCH LIQUIDATED DAMAGES ARE NOT A PENALTY, BUT ARE TO COMPENSATE OWNER AND ITS AFFILIATES FOR THE EXPENSE AND LOST EARNINGS WHICH MAY RESULT FROM ARRANGING SUBSTITUTE MANAGEMENT FOR THE HOTELS AS WELL AS TO COMPENSATE FOR THE RENT OWNER MUST PAY UNDER THE LEASE AND THE PRICE PAID FOR THE HOTELS BY OWNER’S AFFILIATE. Such liquidated damages shall be equal to the sum of (i) all accrued but unpaid amounts due the sum of (A) Fifty Million Dollars ($50,000,000) less (B) the aggregate amount paid by the Guarantor under Section 3 of the Guaranty in excess of the aggregate amount reimbursed to Owner hereunder up until the date of terminationGuarantor pursuant to Section 10.1(l), plus (ii) the outstanding balance of the Deposit at the time of terminationDeposit. Owner shall be entitled to interest, at the Interest Rate, on such liquidated damages from the date of such termination until the date of payment of such damages and interest. Except with respect to Owner’s rights and remedies for any breach or violations by Manager of the terms of Section 17.5 (Post Termination Obligations)17.4, Owner shall look solely to the Deposit or any other collateral hereafter pledged securing Manager’s obligations hereunder for satisfaction of any claim of Owner against Manager hereunder; , provided, however, nothing contained herein is intended to, nor shall it, limit or reduce the obligations of the guarantor Guarantor under the PR Guaranty or limit Owner’s rights with respect to either of themthereto.