Common use of CASUALTY LOSS AND CONDEMNATION Clause in Contracts

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, all or any portion of the Assets is destroyed by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or taking only), Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B, or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the Casualty Loss, not to exceed that allocated in Exhibit B, exceeds $3,000,000, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, Seller shall return the Performance Deposit to Buyer, the transaction shall not close and thereafter neither Buyer nor Seller shall have any liability or further obligations to the other hereunder. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the written consent of Buyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, all or any portion of the Assets is destroyed by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or taking only), Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B, or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the Casualty Loss, not to exceed that allocated in Exhibit B, exceeds $3,000,000exceeds10%, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, Seller shall return the Performance Deposit to Buyer, the transaction shall not close and thereafter neither Buyer nor Seller shall have any liability or further obligations to the other hereunder. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the written consent of Buyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, all or any portion of the Assets is destroyed by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (all of which are herein called "Casualty Loss" and limited to property damage or taking only), Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit BAllocated Value thereof, or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of that portion of the Assets affected by the Casualty casualty Loss, not to exceed that allocated in Exhibit B, exceeds $3,000,0001,000,000.00, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, Seller shall return the Performance Deposit to Buyer, the transaction shall not close and thereafter neither Buyer nor Seller shall have any liability or further obligations to the other hereunder. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the written consent of Buyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, all or any portion of the Assets is are destroyed by fire or other casualty or if any portion of the Assets shall be taken by condemnation or under the right of eminent domain (all of which are herein called "“Casualty Loss" ” and limited to property damage or taking only), Buyer and Seller must agree prior to Closing shall have the option either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest Asset as set out in Exhibit B, “F,” or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties Persons by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any claims, causes of actionClaims, unpaid proceeds or other payments from third parties Persons arising out of such destruction or taking; provided, however, if . If the value Allocated Value of that portion of the Assets affected by the Casualty Loss, not to exceed that allocated in Loss as shown on Exhibit B, “F” exceeds $3,000,000250,000.00, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, Seller shall return the Performance Deposit to Buyer, the transaction shall not close and thereafter neither Buyer nor Seller shall have any liability Liability or further obligations to the other hereunder. Prior to Closing, Seller shall not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss without first obtaining the written consent of Buyer.

CASUALTY LOSS AND CONDEMNATION. If, prior to the ClosingClosing Date, all or any portion of the Assets and Properties of the Company is destroyed by fire or other casualty casualty, or if any portion of the Assets shall be is taken by in condemnation or under the right of eminent domain domain, or if proceedings for such purposes shall be pending or threatened and: (all a) any such destruction, taking or proceeding or any threat thereof involves, or if more than one in the aggregate involve, an amount in excess of which are herein called "Casualty Loss" $10,000, Purchaser shall have the right, in its sole discretion, to terminate this Agreement by providing Sellers written notice of its election to do so; or (b) any such destruction, taking or proceeding or any threat thereof involves, or if more than one in the aggregate involve, an amount less than or equal to $10,000, or involves an amount in excess thereof and limited Purchaser does not elect to property damage or taking onlyterminate this Agreement pursuant to Section 5.08(a), Buyer and Seller must agree prior to Closing either (i) to delete that portion of Purchaser shall purchase the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B, or (ii) for Buyer to proceed with the purchase of such Assets, Stock notwithstanding any such destruction destruction, taking or taking proceeding or threat thereof (without reduction of the Purchase PricePrice therefore) in which case Seller shall payand Sellers shall, at on the Closing, Closing Date: (i) pay to Buyer Purchaser all sums paid to Seller Sellers by third parties by reason of the destruction or taking of such Assets and shall Properties; and (ii) assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as Purchaser, without recourse against Sellers, all of the rightrights, title and interest interests of Seller Sellers in and to any claims, causes of action, unpaid proceeds awards or other payments (including insurance proceeds not expended or committed to expenditure by Sellers or the Company to repair or restore such destruction) from third parties arising out of such the destruction or taking; provided, however, if the value taking of that portion of the such Assets affected by the Casualty Loss, not to exceed that allocated in Exhibit B, exceeds $3,000,000, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, Seller shall return the Performance Deposit to Buyer, the transaction shall not close and thereafter neither Buyer nor Seller shall have any liability or further obligations to the other hereunderProperties. Prior to the Closing, Seller none of Sellers or the Company shall not voluntarily compromise, settle or adjust any material amounts payable by reason of any Casualty Loss material destruction or taking of any of the Assets and Properties of the Company without first obtaining the written consent of BuyerPurchaser.