What happens if there is a breach of the Sonesta Simply Suites Agreement or Note?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Should an Acceleration Event occur, the unamortized Principal shall become immediately due and payable without further notice and, if applicable, Maker will have no obligation to make any additional Disbursement.
Maker may prepay this Note at any time without penalty.
4. General.
- a.
This Note is not intended to be exhaustive in nature, nor is it intended to set forth all of Holder's rights.
It does not modify, replace, or affect any other rights, default or termination notices under the Agreement, or any other agreement with Holder regarding Maker's Hotel.
Holder does not waive any of its legal or equitable rights (including the right to specify additional defaults) or remedies.
- b.
No failure or delay by Holder to insist on strict performance of any term of this Note or exercise any right or remedy upon the occurrence of an Acceleration Event or any other breach of this Note, is a waiver of any term or agreement or of any breach, or precludes Holder from exercising any right or remedy at any later time unless in writing.
If Holder accepts any payment after its due date, this act will not be a waiver of Holder's right to receive payment of all other amounts or to declare a default for the failure to make any other payment when due.
Any partial payments under this Note may be applied to pay interest, the principal amount, or costs as Holder, in its sole discretion determines.
No amendment to or modification of this Note shall be binding on Holder unless in writing and signed by Holder.
- c.
If any provision (or any part of any provision) in this Note is for any reason held to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability will not affect any other provision (or remaining part of the affected provision) of this Note, and this Note will be construed as if the invalid, illegal or unenforceable provision (or part of this Note) had never been contained in this Note but only to the extent it is invalid, illegal or unenforceable.
Source: Item 23 — RECEIPTS (FDD pages 80–246)
What This Means (2025 FDD)
The 2025 Franchise Disclosure Document for Sonesta Simply Suites addresses the implications of breaching the Franchise Agreement or related promissory notes. Specifically, if an 'Acceleration Event' occurs under a promissory note, the remaining principal becomes immediately due without notice, and Sonesta Simply Suites is no longer obligated to disburse any additional funds.
Sonesta Simply Suites also retains broad rights and remedies in the event of a breach. The FDD states that the note does not limit or replace any other rights, default, or termination notices under the Franchise Agreement or any other agreement with the holder regarding the franchisee's hotel. Sonesta Simply Suites does not waive any legal or equitable rights or remedies, including the right to specify additional defaults. The acceptance of late payments does not waive the right to declare a default for any other payment failure.
Furthermore, any amendments to the note must be in writing and signed by Sonesta Simply Suites to be binding. If any provision of the note is deemed invalid or unenforceable, the remaining provisions will still be in effect. This ensures that Sonesta Simply Suites maintains its rights and remedies to the fullest extent possible under the law, while also protecting the enforceability of the agreement as a whole.