Common use of Casualty; Lease Termination Clause in Contracts

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) sole cost and expense, subject to the terms and provisions of any applicable Head Lease, and (3) if SpinCo chooses not to repair or restore any such damage or destruction, SpinCo (or such Subsidiary) shall (x) assign all of its rights and promptly make available to Parent all insurance proceeds due or received by SpinCo in connection with the Casualty and (y) pay to Parent the amount of the deductible under the applicable insurance policy. (c) In addition, in the event that a Head Lease is terminated prior to the Real Estate Separation Date, (i) Parent and SpinCo, respectively (or their applicable Subsidiary), shall not be required to assign, sublease or share such Property, (ii) SpinCo and Parent, respectively (or their applicable Subsidiary), shall not be required to accept an assignment, sublease or sharing of such Property and (iii) neither Party shall have any further liability with respect to such Property under this Agreement.

Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Distribution Date), any property Parent 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) belowevent, 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 Parent 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 due under the applicable insurance policy. (b) If, prior to the Actual Completion Date (but not after the Distribution Date) any property SpinCo 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) sole cost and expense, subject to the terms and provisions of any applicable Head SpinCo Lease, and (3) if SpinCo chooses not to repair or restore any such damage or destruction, SpinCo (or such Subsidiary) shall (x) assign all of its rights and promptly make available to Parent all insurance proceeds due or received by SpinCo in connection with the Casualty and (y) pay to Parent the amount of the deductible due under the applicable insurance policy. (c) Promptly following the execution of the Separation Agreement, Parent or SpinCo, as applicable, shall name (or caused to be named) the other party as an additional insured on any business interruption insurance policies affecting any Parent Property or SpinCo Property, as applicable; provided that following the Real Estate Separation Date, subject to the terms of the Ancillary Agreements each party shall be permitted to remove (and there shall be no obligation to name) the other party as an additional insured on any such insurance policy. (d) In addition, in the event that a Head Parent Lease with respect to a Parent Leased Property, a Parent Sublease Property or a Pre-Split Lease or a SpinCo Lease with respect to a SpinCo Leased Property, a SpinCo Sublease Property or a Pre-Split Lease is terminated prior to the Real Estate Separation Date, (i) Parent and SpinCo, respectively (or their applicable Subsidiary)respectively, shall not be required to assign, sublease or share such Property, (ii) SpinCo and Parent, respectively (or their applicable Subsidiary)respectively, shall not be required to accept an assignment, sublease or sharing of such Property and (iii) neither Party party shall have any further liability with respect to such Property under this Agreementhereunder.

Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Distribution DateClosing Date (as defined in the Merger Agreement)), any property Moon 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) belowevent, Parent Moon shall promptly notify SpinCo, and Parent Moon 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 Moon 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 Moon shall have the right (but not the obligation) to repair or restore any such damage or destruction at ParentMoon’s (or its Subsidiary’s) sole cost and expense, subject to the terms and provisions of any applicable Head Moon Lease, and (3) if Parent Moon chooses not to repair or restore any such damage or destruction, Parent (or its applicable Subsidiary) Moon shall (x) assign all of its rights and promptly make available to SpinCo all insurance proceeds due or received by Parent (or such Subsidiary) Moon in connection with the Casualty and (y) pay to SpinCo the amount of the deductible due under the applicable insurance policy. (b) If, prior to the Actual Completion Date (but not after the Distribution Date) Closing Date (as defined in the Merger Agreement)), any property SpinCo 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 ParentMoon, 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) Moon 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) sole cost and expense, subject to the terms and provisions of any applicable Head SpinCo Lease, and (3) if SpinCo chooses not to repair or restore any such damage or destruction, SpinCo (or such Subsidiary) shall (x) assign all of its rights and promptly make available to Parent Moon all insurance proceeds due or received by SpinCo in connection with the Casualty and (y) pay to Parent Moon the amount of the deductible due under the applicable insurance policy. (c) Promptly following the execution of the Separation Agreement, Moon or SpinCo, as applicable, shall name (or caused to be named) the other party as an additional insured on any business interruption insurance policies affecting any Moon Property or SpinCo Property, as applicable; provided that following the Distribution Date, subject to the terms of the Documents each party shall be permitted to remove (and there shall be no obligation to name) the other party as an additional insured on any such insurance policy. (d) In addition, in the event that a Head Moon Lease with respect to a Moon Leased Property, a Moon Sublease Property, a Moon Shared Service Property or a Pre-Split Lease or a SpinCo Lease with respect to a SpinCo Leased Property, a SpinCo Sublease Property, a SpinCo Shared Service Property or a Pre-Split Lease is terminated prior to the Real Estate Separation Distribution Date, (i) Parent Moon and SpinCo, respectively (or their applicable Subsidiary)respectively, shall not be required to assign, sublease or share such Property, (ii) SpinCo and ParentMoon, respectively (or their applicable Subsidiary)respectively, shall not be required to accept an assignment, sublease or sharing of such Property and (iii) neither Party party shall have any further liability with respect to such Property under this Agreementhereunder.

Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Distribution DateClosing Date (as defined in the Merger Agreement)), any property Moon 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) belowevent, Parent Moon shall promptly notify SpinCo, and Parent Moon 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 Moon 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 Moon shall have the right (but not the obligation) to repair or restore any such damage or destruction at ParentMoon’s (or its Subsidiary’s) sole cost and expense, subject to the terms and provisions of any applicable Head Moon Lease, and (3) if Parent Moon chooses not to repair or restore any such damage or destruction, Parent (or its applicable Subsidiary) Moon shall (x) assign all of its rights and promptly make available to SpinCo all insurance proceeds due or received by Parent (or such Subsidiary) Moon in connection with the Casualty and (y) pay to SpinCo the amount of the deductible due under the applicable insurance policy. (b) If, prior to the Actual Completion Date (but not after the Distribution Date) Closing Date (as defined in the Merger Agreement)), any property SpinCo 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 ParentMoon, 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) Moon 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) sole cost and expense, subject to the terms and provisions of any applicable Head SpinCo Lease, and (3) if SpinCo chooses not to repair or restore any such damage or destruction, SpinCo (or such Subsidiary) shall (x) assign all of its rights and promptly make available to Parent Moon all insurance proceeds due or received by SpinCo in connection with the Casualty and (y) pay to Parent Moon the amount of the deductible due under the applicable insurance policy. (c) Promptly following the execution of the Separation Agreement, Moon or SpinCo, as applicable, shall name (or caused to be named) the other party as an additional insured on any business interruption insurance policies affecting any Moon Property or SpinCo Property, as applicable; provided that following the Distribution Date, subject to the terms of the Documents each party shall be permitted to remove (and there shall be no obligation to name) the other party as an additional insured on any such insurance policy. (d) In addition, in the event that a Head Moon Lease with respect to a Moon Leased Property or a Moon Sublease Property or a SpinCo Lease with respect to a SpinCo Leased Property or a SpinCo Sublease Property is terminated prior to the Real Estate Separation Distribution Date, (i) Parent Moon and SpinCo, respectively (or their applicable Subsidiary)respectively, shall not be required to assign, assign or sublease or share such Property, (ii) SpinCo and ParentMoon, respectively (or their applicable Subsidiary)respectively, shall not be required to accept an assignment, assignment or sublease or sharing of such Property and (iii) neither Party party shall have any further liability with respect to such Property under this Agreementhereunder.