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.
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. 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. If, prior to the Closing, all or any portion of the Properties is destroyed by fire or other Casualty Loss or if any portion of the Properties shall be taken by condemnation or under the right of eminent domain (all of which are herein called "Pre-Closing Loss" and limited to property damage or taking only), Buyer must elect in writing to Seller prior to Closing either (i) to delete that portion of the Properties which is subject to the Pre-Closing Loss from the Properties, and the Purchase Price shall be reduced by the mutually agreed upon value of the deleted portion of the Properties, or (ii) to proceed with the purchase of such Properties, 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 Properties and shall assign, transfer and set over unto Buyer 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 mutually agreed upon value of that portion of the Properties affected by the Pre-Closing Loss exceeds five percent (5%) of the Purchase Price, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, and the transaction shall not Close and thereafter neither Buyer nor Seller shall have any liability or obligations to the other hereunder. Prior to Closing, Seller shall not voluntarily compromise,
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. 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. (a) Purchaser shall assume all risk of loss with respect to, and any change in the condition of, the Assets from and after the Closing Date.
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. Sublessor shall not 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. Notwithstanding the foregoing, 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.
Casualty Loss; Condemnation. Substantial damage or destruction by casualty or taking by rights of eminent domain of all or any substantial portion of the Project so as to materially affect the Borrower’s ability to perform the Borrower’s obligations under the Loan Documents if the Borrower is not entitled to use insurance or condemnation proceeds to restore and rebuild the Project pursuant to the provisions of Section 2.8(c) or Section 2.9(c), as applicable, of the Deed of Trust; or
