Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Distribution Date), any property (or any part thereof) owned, leased or subleased by a member of Parent Group, and for which a Property Transaction is contemplated by this Agreement, shall be damaged or destroyed by a fire or other casualty (a “Casualty”, and any property subject to such Casualty, a “Damaged Property”), then, in any such event but subject to Section 2.12(c) below, Parent shall promptly notify SpinCo, and Parent shall (or shall cause its Subsidiary to) proceed to effectuate the transfer of the Damaged Property under all the terms of this Agreement; subject, however, to the following: (1) unless Parent chooses to repair the Damaged Property pursuant to clause (2) below, SpinCo (or its applicable Subsidiary) shall accept such Damaged Property subject to the damage or destruction in question; (2) prior to the Actual Completion Date, Parent shall have the right (but not the obligation) to repair or restore any such damage or destruction at Parent’s (or its Subsidiary’s) sole cost and expense, subject to the terms and provisions of any applicable Head Lease, and (3) if Parent chooses not to repair or restore any such damage or destruction, Parent (or its applicable Subsidiary) shall (x) assign all of its rights and promptly make available to SpinCo all insurance proceeds due or received by Parent (or such Subsidiary) in connection with the Casualty and (y) pay to SpinCo the amount of the deductible under the applicable insurance policy.
(b) If, prior to the Actual Completion Date (but not after the Distribution Date) any property (or any part thereof) owned, leased or subleased by a member of SpinCo Group, and for which a Property Transaction is contemplated by this Agreement, shall be damaged or destroyed by Casualty, then, in any such event but subject to Section 2.12(c) below, SpinCo shall promptly notify Parent, and SpinCo shall (or shall cause its Subsidiary to) proceed to effectuate the transfer of the Damaged Property under all the terms of this Agreement; subject, however, to the following: (1) unless SpinCo chooses to repair the Damaged Property pursuant to clause (2) below, Parent (or its applicable Subsidiary) shall accept such Damaged Property subject to the damage or destruction in question; (2) prior to the Actual Completion Date, SpinCo shall have the right (but not the obligation) to repair or restore any such damage or destruction at SpinCo’s (or its Subsidiary’s) so...
Casualty; Lease Termination. The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, subject to any covenants or indemnifications by Agilent pursuant to the Separation Agreement, in the event that Agilent’s Lease with respect to a Leased Property or a Sublease Property is terminated prior to the Operational Separation Date, (a) Agilent shall not be required to assign or sublease such Property, (b) Keysight shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder. In addition, subject to any covenants or indemnifications by Keysight pursuant to the Separation Agreement, in the event that Keysight’s Lease with respect to a Keysight Leased Property or a Keysight Sublease Property is terminated prior to the Operational Separation Date, (a) Keysight shall not be required to assign or sublease such Property, (b) Agilent shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. The parties hereto shall grant and accept assignments, leases or licenses of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, subject to Adaptec's obligations in Section 5.5 of the Separation Agreement, in the event that Adaptec's Lease with respect to a Leased Property or a Shared Property is terminated prior to the Separation Date, (a) Adaptec or its applicable Subsidiary shall not be required to assign or license such Property, (b) Roxio or its applicable Subsidiary shall not be required to accept an assignment or license of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. Section 1.9 Tenant's Fixtures and Fittings.................................6 Section 1.10 Adjustments....................................................6 Section 1.11 Costs..........................................................6 ARTICLE II MISCELLANEOUS...........................................................6
Casualty; Lease Termination. (a) The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, in the event that a HP Lease with respect to a Leased Property or a Sublease Property or a Enterprise Lease with respect to a Enterprise Leased Property or a Enterprise Sublease Property is terminated prior to the Go Live Date, (a) HP and Enterprise, respectively, shall not be required to assign or sublease such Property, (b) Enterprise and HP, respectively, shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Closing Date (as defined in the Merger Agreement)), any Houston Property (or any part thereof) shall be substantially damaged or destroyed by a fire or other casualty (a “Casualty”, and any property subject to such Casualty, a “Damaged Property”), then, in any such event, (i) Houston shall promptly notify Seattle, and (ii) at Houston’s option, exercisable on or before the Actual Completion Date by written notice to Seattle, Houston shall elect in its reasonable discretion to (1) proceed to effectuate the transfer of the Damaged Property under all the terms of this Agreement; subject, however, to the following: (A) unless Houston chooses to repair the Damaged Property pursuant to clause (B) below, Seattle shall accept such Damaged Property subject to the damage or destruction in question; (B) prior to the Actual Completion Date, Houston shall have the right (but not the obligation) to repair or restore any such damage or destruction at Houston’s sole cost and expense, subject to the terms and provisions of any applicable Houston Lease, and (C) if Houston chooses not to repair or restore any such damage or destruction, Houston shall assign all of its rights and promptly make available to Seattle all insurance proceeds due or received by Houston in connection with the Casualty, or (2) substitute a substantially comparable replacement property (which may be another Houston Property or a third property, in Houston’s discretion) for the Damaged Property.
(b) If, prior to the Actual Completion Date (but not after the Closing Date (as defined in the Merger Agreement), any Seattle Property (or any part thereof) shall be substantially damaged or destroyed by Casualty, then, in any such event, (i) Seattle shall promptly notify Houston, and (ii) at Seattle’s option, exercisable on or before the Actual Completion Date by written notice to Houston, Seattle shall elect in its reasonable discretion to (1) proceed to effectuate the transfer of the Damaged Property under all the terms of this Agreement; subject, however, to the following: (A) unless Seattle chooses to repair the Damaged Property pursuant to clause (B) below, Houston shall accept such Damaged Property subject to the damage or destruction in question; (B) prior to the Actual Completion Date, Seattle shall have the right (but not the obligation) to repair or restore any such damage or destruction at Seattle’s sole cost and expense, subject to the t...
Casualty; Lease Termination. Section 2.10 Tenant's Fixtures and Fittings; Services..............................................9 Section 2.11 Costs ................................................................................9
Casualty; Lease Termination. The parties hereto shall grant and accept assignments, leases or licenses as described in this Agreement, regardless of any casualty damage or other change in the condition of the Leased Properties.
Casualty; Lease Termination. The parties hereto shall grant and accept assignments, leases, subleases and licenses of the Leased Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of such Leased Properties. In addition, subject to Cadence's obligations in Section 5.5 of the Separation Agreement, if Cadence's Lease with respect to a Leased Property is terminated prior to the Separation Date, (a) Cadence or its applicable Subsidiary shall not be required to assign, sublease or license such Leased Property, (b) the Partnership or its applicable Subsidiary shall not be required to accept an assignment, sublease or license of such Leased Property, and (c) neither party shall have any further liability with respect to such Leased Property hereunder.
Casualty; Lease Termination. (a) The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, in the event that a Houston Lease with respect to a Houston Leased Property or a Houston Sublease Property or a Xxxxxxx Lease with respect to a Xxxxxxx Leased Property or a Xxxxxxx Sublease Property is terminated prior to the Go Live Date, (a) Houston and Xxxxxxx, respectively, shall not be required to assign or sublease such Property, (b) Xxxxxxx and Houston, respectively, shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
