Casualty Loss; Condemnation. (a) Except as otherwise provided in this Agreement, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from and after the Effective Time, including with respect to the depletion of Hydrocarbons, the watering-out of any Well, the collapse of casing, sand infiltration of Xxxxx, and the depreciation of personal property.
(b) Prior to the Closing, there shall not have been a material adverse change in the Assets taken as a whole caused by an event of casualty (a “Casualty”), including, but not limited to, volcanic eruptions, acts of God, fire, explosion, earthquake, wind storm, flood, drought, condemnation, the exercise of any right of eminent domain, confiscation, or seizure, but excepting depletion due to normal production and depreciation or failure of equipment or casing.
(c) If, prior to the Closing, a Casualty occurs (or Casualties occur) which results in a reduction in the value of the Assets in excess of ten percent (10%) of the Purchase Price (“Casualty Loss”), Buyer or Seller may elect to terminate this Agreement. If this Agreement is not so terminated, then this Agreement shall remain in full force and effect notwithstanding any such Casualty Loss, and, at Seller’s sole option, (i) Seller shall retain such Asset subject to such Casualty and such Asset shall be the subject of an adjustment to the Purchase Price in the same manner set forth in Section 4.03 hereof, or (ii) at the Closing, Seller shall pay to Buyer all sums paid to Seller by reason of such Casualty Loss, provided, however, that the Purchase Price shall not be adjusted by reason of such payment, and Seller shall assign, transfer, and set over unto Buyer all of the right, title, and interest of Seller in and to such Asset and any unpaid awards or other payments arising out of such Casualty Loss.
(d) For purpose of determining the value of a Casualty Loss, the Parties shall use the same methodology as applied in determining the value of a Title Defect as set forth in Section 4.03(a).
Casualty Loss; Condemnation. Purchaser shall assume all risk of loss with respect to, and any change in the condition of, the Subject Interests from and after the Closing Date. If after the Effective Time and prior to the Closing any part of the Subject Interests shall be damaged or destroyed by fire or other casualty or if any part of the Subject Interests shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened (“Casualty Loss”), this Agreement shall remain in full force and effect notwithstanding any such damage, destruction, taking or proceeding, or the threat thereof, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such damage, destruction, taking or proceeding (c) Notwithstanding Article XI, in the event of any loss described herein, at the Closing, Seller shall pay to Purchaser all sums paid to Seller by third parties by reason of the damage, destruction or taking of such Subject Interests (up to the Allocated Value thereof) and shall assign, transfer and set over unto Purchaser all of the rights, 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 damage, destruction or taking (up to the Allocated Value thereof). Notwithstanding anything to the contrary in this Article XI, Seller shall not be obligated to carry or maintain any insurance coverage with respect to any of the Subject Interests other than as required under applicable operating agreements affecting such Subject Interests.
Casualty Loss; Condemnation. Substantial damage or destruction by casualty or taking by rights of eminent domain of all or any substantial portion of the Property so as to materially and adversely affect Borrower’s ability to perform Borrower’s obligations hereunder; or
Casualty Loss; Condemnation. This Sublease and Sublessee’s rights hereunder shall be subject to the exercise by Landlord or any third party entitled thereto of any rights granted pursuant to the Prime Lease or by law, including the right to terminate the Prime Lease or this Sublease in the event of any taking by eminent domain or condemnation or any casualty loss or damage. In the event of any taking by eminent domain or condemnation or any casualty loss or damage to the Sublet Premises, Sublessee agrees to be subject to any action taken to terminate the Prime Lease by Sublessor pursuant to the terms of the Prime Lease or by agreement between Sublessor and Landlord, provided however that Sublessor shall not (a) enter into any agreement or take any action that would result in the termination of this Sublease as a result of any taking by eminent domain or condemnation or any casualty loss or damage to the Sublet Premises without Sublessee’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Except for action taken pursuant to Section 11 of this Sublease, nothing in this Sublease shall require Sublessor to take any action to oppose any exercise by Prime Landlord of its rights under the Prime Lease in connection with any taking by eminent domain or condemnation or any casualty loss or damage. In the event the Building or Sublet Premises is damaged, destroyed or taken pursuant to the exercise of eminent domain or condemnation to a degree that substantially impairs Sublessee’s use or enjoyment of the Sublet Premises, then Sublessee may terminate this Sublease upon thirty (30) days notice if the Sublet Premises are not restored within (i) (90) days of Sublessor’s written notice to the effect that Sublessor has elected to restore the Sublet Premises, or (ii) within one hundred twenty (120) days of the date of casualty, whichever is later, provided however that such right to terminate shall not be available to Sublessee if Sublessor is unable to meet such dates as a result of Sublessee having unreasonably withheld, delayed or conditioned it’s consent to Sublessor’s request for consent to terminate the Prime Lease or this Sublease. In addition, notwithstanding any term, condition or covenant to the contrary, if all or any part of the Sublet Premises becomes unusable for occupancy by Sublessee as a result of casualty or damage or destruction or pursuant to the exercise of eminent domain or condemnation, Rent will xxxxx in the same proportion that the squar...
Casualty Loss; Condemnation. Since January 1, 2013, to Seller’s Knowledge (i) there has not been any material Casualty Loss to or Condemnation of any Asset and (ii) no Condemnation is pending or threatened against the Assets.
Casualty Loss; Condemnation. This Sublease and Sublessee’s rights hereunder shall be subject to the exercise by Landlord or any third party entitled thereto of any rights granted pursuant to the Prime Lease or by law, including the right to terminate the Prime Lease or this Sublease in the event of any taking by eminent domain or condemnation or any casualty loss or damage. In the event of any taking by eminent domain or condemnation or any casualty loss or damage to the Sublet Premises, Sublessee agrees to be subject to any action taken to terminate the Prime Lease by Sublessor pursuant to the terms of the Prime Lease.
Casualty Loss; Condemnation. In the event of damage to or destruction of the Property by fire or other casualty, or a condemnation or taking of the Property, prior to Closing, resulting in a loss exceeding the greater of FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) or twenty percent (20%) of the Purchase Price, Purchaser may, at its option, either (i) terminate this Contract by delivering written notice to Seller within five (5) days after Seller notifies Purchaser of the casualty and receive the immediate return of the Xxxxxxx Money, and thereafter neither party hereto will have any further rights or obligations under this Contract; or (ii) proceed to close the transaction contemplated herein in accordance with the terms hereof and, at Seller's option, receive a credit against the Purchase Price at Closing in an amount determined by Seller in its sole and absolute discretion. In no event will a casualty loss, condemnation or taking give rise to a claim against Seller for breach of Contract.
Casualty Loss; Condemnation. If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets suffers a Casualty Loss or is taken in condemnation or under right of eminent domain, Buyer shall nevertheless be required to Close.
(a) In the event of a Casualty Loss, Seller, at Seller’s sole election, shall either: (i) repair or restore the affected Assets to at least the condition of such Asset immediately prior to such casualty as promptly as reasonably practicable (which work may extend past the Closing Date pursuant to a written agreement between Seller and Buyer); or (ii) remove the affected Assets from the Assets transferred to Buyer under this Agreement, which shall result in a reduction of the Purchase Price pursuant to Section 2.4 by the Allocated Value of the affected Assets. Seller shall retain all rights to insurance proceeds and any claims against third parties with respect to such casualty.
(b) In the event that any portion of the Assets is condemned or taken pursuant to the exercise of the right of condemnation or eminent domain, Seller, at Seller’s sole election, shall either: (i) pay Buyer the amount of the proceeds received by Seller with respect to the affected Assets; or (ii) remove the affected Assets from the Assets transferred to Buyer under this Agreement, which shall result in a reduction of the Purchase Price pursuant to Section 2.4 by the Allocated Value of the affected Assets.
Casualty Loss; Condemnation. From the Effective Date through the date of this Agreement, to Seller’s Knowledge, except as set forth in Schedule 6.19, none of the Assets has (i) suffered a Casualty Loss in excess of $100,000 or (ii) been taken in condemnation or under right of eminent domain.
Casualty Loss; Condemnation. Except as otherwise provided in this Agreement, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from and after the Effective Time, including with respect to the depletion of Hydrocarbons, the watering-out of any Well, the collapse of casing, sand infiltration of Xxxxx, and the depreciation of personal property.
