Common use of CASUALTY LOSS AND CONDEMNATION Clause in Contracts

CASUALTY LOSS AND CONDEMNATION. 15.1. From and after the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets and for production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear with respect to the Assets. 15.2. If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss as a result of such individual casualty or taking, taken together with all other casualty losses and takings, equals or exceeds ten percent (10%) of the Purchase Price, unless this Agreement is terminated pursuant to Article 16, the transactions evidenced by this Agreement shall nevertheless be consummated and Seller shall elect by written notice to Buyer prior to Closing either (i) to cause the Assets affected by any casualty or taking to be repaired or restored to at least its condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), or (ii) to treat such casualty as a Title Defect with respect to the affected Asset or Assets under Article 8. In each case, Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. 15.3. If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss to the Assets as a result of such individual casualty or taking, taken together with all other casualty losses and takings, is less than ten percent (10%) of the Purchase Price, the transaction evidenced by this Agreement shall nevertheless be consummated and Seller shall, at Closing, pay to Buyer all sums paid to Seller by third parties by reason of such casualty or taking and shall assign, transfer and set over to Buyer all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third parties (other than Affiliates of Seller and its and their directors, officers, employees and agents) arising out of the casualty or taking.

CASUALTY LOSS AND CONDEMNATION. 15.1. From and after the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss with respect to, and A. If any change in the condition of, the Assets and for production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear with respect to the Assets. 15.2. If, after the date of this Agreement but prior to the Closing Date, any portion part of the Assets Property is damaged or destroyed by fire or other casualty after the effective date. Seller at its option, may restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If Seller has not done so or elects not to do so, Buyer may: (1) terminate this contract and the xxxxxxx money, less any independent consideration under Paragraph 7B(3)(a), will be refunded to Buyer; (2) extend the time for performance up to 15 days and the closing date will be extended as necessary; or (3) accept at closing: (i) the Property to its damaged condition; (ii) an assignment of any insurance proceeds Seller is taken in entitled to receive along with the insurer’s consent to the assignment; and (iii) a credit to the sales price on the amount of any unpaid deductible under the policy for the loss. B. If before closing, condemnation proceedings are commenced or under right threatened by a party with the power of eminent domain, and the loss as a result of such individual casualty or taking, taken together with all other casualty losses and takings, equals or exceeds ten percent (10%) domain against any part of the Purchase PriceProperty, unless Buyer may: (1) terminate this Agreement is terminated pursuant to Article 16, the transactions evidenced contract by this Agreement shall nevertheless be consummated and Seller shall elect by providing written notice to Seller within 15 days after Buyer prior is advised of the condemnation proceedings and the xxxxxxx money, less any independent consideration under Paragraph 7B(3)(a), will be refunded to Closing either Buyer; or (i2) take title to cause the Assets affected by any casualty or taking to be repaired or restored to at least its condition prior Property subjects to such casualty, condemnation without or any reduction of the sales price and Seller will assign Buyer at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), or (ii) to treat such casualty as a Title Defect with respect closing any rights Seller has to the affected Asset or Assets proceeds of such condemnation. If Buyer elects under Article 8. In each casethis clause (2), Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty not settle or taking except to the extent the parties otherwise agree in writing. 15.3. Ifcompromise any award without Buyer’s written consent, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire which consent shall not be unreasonably withheld or other casualty or is taken in condemnation or under right of eminent domain, and the loss to the Assets as a result of such individual casualty or taking, taken together with all other casualty losses and takings, is less than ten percent (10%) of the Purchase Price, the transaction evidenced by this Agreement shall nevertheless be consummated and Seller shall, at Closing, pay to Buyer all sums paid to Seller by third parties by reason of such casualty or taking and shall assign, transfer and set over to Buyer all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third parties (other than Affiliates of Seller and its and their directors, officers, employees and agents) arising out of the casualty or taking.delayed

CASUALTY LOSS AND CONDEMNATION. 15.1. From and after Prior to Closing, the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss shall remain with respect to, and any change in the condition of, the Assets and for production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear with respect to the Assets. 15.2Seller. If, after the date of this Agreement but prior to Closing, the Closing DateProperty or any part thereof shall be condemned, or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the Property or any portion part thereof shall be condemned such that damages are in excess of Five Million and No/100ths Dollars ($5,000,000.00) (as determined by an MAI certified appraiser selected by Seller) or if the Assets is Property or any part thereof shall be destroyed or damaged by fire or other casualty or is taken the repair of which would cost in condemnation or under right excess of eminent domainFive Million and No/100ths Dollars ($5,000,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), and then, at the loss as a result option of such individual casualty or takingPurchaser, taken together with all other casualty losses and takingswhich option shall be exercisable, equals or exceeds ten percent (10%) of the Purchase Priceif at all, unless this Agreement is terminated pursuant to Article 16, the transactions evidenced by this Agreement shall nevertheless be consummated and Seller shall elect by written notice to Buyer prior to Closing either within ten (i10) to cause the Assets affected by any casualty or taking to be repaired or restored to at least its condition prior to business days after Purchaser receives written notice of such casualtyfire, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), or (ii) to treat such casualty as a Title Defect with respect to the affected Asset or Assets under Article 8. In each case, Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. 15.3. If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire earthquake or other casualty or is taken condemnation and the insurance adjuster’s determination of resulting damages, this Agreement may be terminated. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except those which expressly survive termination. In the event that Purchaser elects not to exercise the option to terminate the Agreement set forth above, or if the condemnation or under right casualty is below the $5,000,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive: (a) with respect to a condemnation, an assignment of eminent domain, and the loss to the Assets as a result of such individual casualty or taking, taken together with all other casualty losses and takings, is less than ten percent (10%) of the Purchase Price, the transaction evidenced by this Agreement shall nevertheless be consummated and Seller shall, at Closing, pay to Buyer all sums paid to Seller by third parties by reason of such casualty or taking and shall assign, transfer and set over to Buyer all of Seller’s right, title and interest (if any) in insurance claims, unpaid awardsand to the condemnation proceeds to be awarded to Seller as a result of such condemnation, and other rights against third parties (other than Affiliates b) with respect to a casualty, an assignment of all of Seller’s right, title and interest in and to the insurance proceeds to be payable to Seller as a result of such casualty and its and their directorsa credit for any deductibles. In addition, officers, employees and agents) arising out in the event of the casualty foregoing, Purchaser shall deliver to Seller at Closing a release in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or takingcasualty.

CASUALTY LOSS AND CONDEMNATION. 15.1. From and after the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets and for production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear with respect to the Assets. 15.2. If, after during the date of this Agreement but prior to the Closing DateInterim Period, all or any portion of the Assets is Properties are destroyed or damaged by fire fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or is shall be taken in by condemnation or under the right of eminent domaindomain (each, a “Casualty Loss”) and the loss as a result value of such individual casualty or taking, taken together with all other casualty losses and takings, equals or Casualty Loss (a) exceeds ten twenty percent (1020%) of the Purchase Price, unless this Agreement is terminated pursuant neither Buyer nor Seller shall be required to Article 16, the transactions evidenced by this Agreement shall nevertheless be consummated close. Should Buyer and Seller shall elect by written notice to Buyer prior to Closing either close, Seller, at its option, may elect (i) to cause the Assets Properties affected by any casualty or taking to be repaired or restored to at least its their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after beyond the Closing Date), (ii) to remove the Properties affected by any casualty or taking and reduce the Purchase Price by the Allocated Value of such Property; or (iiiii) to treat such casualty or taking as a Title Defect with respect to the affected Asset Property or Assets Properties under Article 8Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts). In each case, Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. 15.3. If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss to the Assets as a result of such individual casualty or taking, taken together with all other casualty losses and takings, ; (b) is less than ten twenty percent (1020%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then the transaction evidenced Property affected by such Casualty Loss shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall nevertheless be consummated adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv) or (b) is less than five hundred thousand dollars ($500,000), then the Property affected by such Casualty Loss shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall, at Closing, pay shall transfer to Buyer all sums paid rights to Seller by third parties by reason third-party insurance and the proceeds thereof (net of such casualty any self-retention or taking and shall assign, transfer and set over to Buyer all of Seller’s right, title and interest (if anydeductible amount) in insurance claims, unpaid awards, and other rights claims against third parties (other than Affiliates parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Seller Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and its and their directors, officers, employees and agents) arising out of remedies with respect to any Casualty Loss with respect to the casualty or takingProperties.

CASUALTY LOSS AND CONDEMNATION. 15.1. From and after the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets and for production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear with respect to the Assets. 15.2. If, after during the date of this Agreement but prior to the Closing DateInterim Period, all or any portion of the Assets is Properties are destroyed or damaged by fire fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or is shall be taken in by condemnation or under the right of eminent domaindomain (each, a “Casualty Loss”) and the loss as a result value of such individual casualty or taking, taken together with all other casualty losses and takings, equals or Casualty Loss exceeds ten twenty percent (1020%) of the Purchase Price, unless this Agreement is terminated pursuant neither Buyer nor Seller shall be required to Article 16close. Should Buyer and Seller both elect to close, the transactions evidenced by this Agreement Parties shall nevertheless mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be consummated and Seller shall elect by written notice required to Buyer prior to Closing either close) (i) to Seller shall cause the Assets Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least its their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, or (iiiii) to treat such casualty or taking as a Title Defect with respect to the affected Asset Casualty Loss Property or Assets Properties under Article 8. In Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking such Casualty Loss except to the extent the parties Parties otherwise agree in writing. 15.3. If, after If the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss to the Assets as a result value of such individual casualty or taking, taken together with all other casualty losses and takings, Casualty Loss is less than ten twenty percent (1020%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect (i) to cause the transaction evidenced Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement shall nevertheless be consummated at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall, at Closing, pay shall transfer to Buyer all sums paid rights to Seller by third parties by reason third-party insurance and the proceeds thereof (net of such casualty any self-retention or taking and shall assign, transfer and set over to Buyer all of Seller’s right, title and interest (if anydeductible amount) in insurance claims, unpaid awards, and other rights claims against third parties (other than Affiliates parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Seller Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and its and their directors, officers, employees and agents) arising out of remedies with respect to any Casualty Loss with respect to the casualty or takingProperties.

CASUALTY LOSS AND CONDEMNATION. 15.1. From and after the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets and for production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear with respect to the Assets. 15.2. If, after during the date of this Agreement but prior to the Closing DateInterim Period, all or any portion of the Assets is Properties are destroyed or damaged by fire fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or is shall be taken in by condemnation or under the right of eminent domaindomain (each, a “Casualty Loss”) and the loss as a result value of such individual casualty or taking, taken together with all other casualty losses and takings, equals or Casualty Loss (a) exceeds ten fifteen percent (1015%) of the Purchase Price, unless this Agreement is terminated pursuant neither Buyer nor Seller shall be required to Article 16, the transactions evidenced by this Agreement shall nevertheless be consummated Close. Should Buyer and Seller shall elect by written notice to Buyer prior to Closing either Close, Seller, at its option, may elect (i) to cause the Assets Properties affected by any casualty or taking to be repaired or restored to at least its their condition prior to such casualty, at Seller’s sole costcost (other than the first one million dollars ($1,000,000), which shall be borne by Buyer), as promptly as reasonably practicable (which work may extend after beyond the Closing Date), or (ii) to treat remove the Properties affected by any casualty or taking and reduce the Purchase Price by the Allocated Value of such casualty as a Title Defect with respect to the affected Asset or Assets under Article 8. In Property, and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking such Casualty Loss except to the extent the parties Parties otherwise agree in writing. 15.3. If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss to the Assets as a result of such individual casualty or taking, taken together with all other casualty losses and takings, ; (b) is less than ten fifteen percent (1015%) of the Purchase Price, but exceeds one million dollars ($1,000,000), then Seller, at its option, may elect (i) to cause the transaction evidenced Properties affected by any casualty or taking to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost (other than the first one million dollars ($1,000,000), which shall be borne by Buyer), as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Property affected by such Casualty Loss from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 3.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing; or (c) is less than one million dollars ($1,000,000), then the Property affected by such Casualty Loss shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement shall nevertheless be consummated at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall, at Closing, pay shall transfer to Buyer all sums paid rights to Seller by third parties by reason third-party insurance and the proceeds thereof (net of such casualty any self-retention or taking and shall assign, transfer and set over to Buyer all of Seller’s right, title and interest (if anydeductible amount) in insurance claims, unpaid awards, and other rights claims against third parties (other than Affiliates parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Seller Buyer set forth in this Section 6.8, shall be Buyer’s exclusive rights and its and their directors, officers, employees and agents) arising out of remedies with respect to any Casualty Loss with respect to the casualty or takingProperties.

CASUALTY LOSS AND CONDEMNATION. 15.1. From (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets and for to production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear tear, in each case, with respect to the AssetsProperties. 15.2. (b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets Properties is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss Loss as a result of such individual casualty or taking, taken together with all other casualty losses and takings, equals or taking exceeds ten percent (10%) of the Purchase PricePrice based on the Allocated Value of the affected Assets, unless this Agreement is terminated pursuant to Article 16, the transactions evidenced by this Agreement Buyer shall nevertheless be consummated required to close and Seller shall elect by written notice to Buyer prior to Closing either (i) to cause the Assets affected by any such casualty or taking to be repaired or restored to at least its condition prior to such casualtycasualty or taking, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), or (ii) to treat such casualty or taking as basis for a Title Defect downward adjustment to the Purchase Price pursuant to Section 2.7(b) with respect to the affected Asset or Assets under Article 8Section 4.3. In each case, Seller shall retain all rights to insurance insurance, condemnation awards and other claims against third parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. 15.3. (c) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets Properties is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss Loss to the Assets as a result of all such individual casualty casualties or taking, taken together with all other casualty losses and takings, taking is less than ten 10 percent (10%) or less of the Purchase PricePrice based on the Allocated Value of the affected Properties, the transaction evidenced by this Agreement Buyer shall nevertheless be consummated required to close and Seller shallSeller, at Closing, shall pay to Buyer (i) all sums paid to Seller by third parties Third Parties by reason of such casualty or taking insofar as with respect to the Properties and shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third parties Third Parties (excluding any Liabilities, other than Affiliates insurance claims, of or against any Seller and its and their directors, officers, employees and agentsIndemnified Parties) arising out of the such casualty or takingtaking insofar as with respect to the Properties and (ii) an amount equal to any applicable deductible under Seller’s insurance policies covering such Loss; provided, however, that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, title, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against third parties or in defending or asserting rights in such condemnation or eminent domain action with respect to the Properties. (d) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Property or portion thereof after the date of this Agreement, but no taking of such Property or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Properties threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s costs and expenses incurred prior to the Closing in defending or asserting rights in such action with respect to the Properties.

CASUALTY LOSS AND CONDEMNATION. 15.1. From and after the Effective Time, but subject to the provisions of 15.2 and 15.3 below, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets and for production of Hydrocarbons through normal depletion (including but not limited to the watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear with respect to the Assets. 15.2. If, after during the date of this Agreement but prior to the Closing DateInterim Period, all or any portion of the Assets is Properties are destroyed or damaged by fire fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or is shall be taken in by condemnation or under the right of eminent domaindomain (each, a “Casualty Loss”) and the loss as a result value of such individual casualty or taking, taken together with all other casualty losses and takings, equals or Casualty Loss exceeds ten twenty percent (1020%) of the Purchase Price, unless this Agreement is terminated pursuant neither Buyer nor Seller shall be required to Article 16close. Should Buyer and Seller both elect to close, the transactions evidenced by this Agreement Parties shall nevertheless mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be consummated and Seller shall elect by written notice required to Buyer prior to Closing either close) (i) to Seller shall cause the Assets Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least its their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, or (iiiii) to treat such casualty or taking as a Title Defect with respect to the affected Asset Casualty Loss Property or Assets Properties under Article 8. In Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking such Casualty Loss except to the extent the parties Parties otherwise agree in writing. 15.3. If, after If the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss to the Assets as a result value of such individual casualty or taking, taken together with all other casualty losses and takings, Casualty Loss is less than ten twenty percent (1020%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect (i) to cause the transaction evidenced Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement shall nevertheless be consummated at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall, at Closing, pay shall transfer to Buyer all sums paid rights to Seller by third parties by reason third-party insurance and the proceeds thereof (net of such casualty any self-retention or taking and shall assign, transfer and set over to Buyer all of Seller’s right, title and interest (if anydeductible amount) in insurance claims, unpaid awards, and other rights claims against third parties (other than Affiliates parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Seller Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and its and their directors, officers, employees and agents) arising out of remedies with respect to any Casualty Loss with respect to the casualty or takingProperties.