Casualty Loss of Assets. If, after execution of this Agreement and prior to Closing, a portion of the Assets is damaged or destroyed by a Casualty Loss, Seller may at its sole option, prior to Closing, repair the damage at its cost or reduce the Purchase Price by the amount of the damage, or if Buyer agrees, withdraw the damaged Asset from the sale and reduce the Purchase Price by the Allocated Value thereof. Should Buyer and Seller not agree as to the amount of such price reduction such dispute shall be submitted to the Independent Expert for determination. The term “Casualty Loss” shall mean physical damage to, loss of, condemnation or other taking by a governmental authority of any part of, an Asset that (a) occurs between execution of this Agreement and Closing, (b) is not the result of normal wear and tear, mechanical failure or gradual structural deterioration of materials, equipment and infrastructure, reservoir changes, or downhole failure (including, without limitation, downhole failure arising or occurring during drilling or completing operations, junked or lost holes or sidetracking or deviating a well) and (c) exceeds Thirty Five Thousand Dollars ($35,000) in value.
Casualty Loss of Assets. If, prior to Closing, a portion of the Assets is damaged or destroyed by a Casualty Loss, Seller may at its sole option, prior to Closing, repair the damage at its cost or reduce the Purchase Price by the amount of the damage, or if Buyer agrees, withdraw the damaged Asset from the sale and reduce the Purchase Price by the Allocated Value thereof. Should Buyer and Seller not agree as to the amount of such price reduction such dispute shall be submitted to the Independent Expert for determination. If the amount of the damage exceeds five percent (5%) of the Purchase Price, this Agreement may be terminated by either party. The term “Casualty Loss” shall mean physical damage to an Asset that (a) occurs between execution of this Agreement and Closing, (b) is not the result of normal wear and tear, mechanical failure or gradual structural deterioration of materials, equipment and infrastructure, reservoir changes, or downhole failure (including, without limitation, downhole failure arising or occurring during drilling or completing operations, junked or lost holes or sidetracking or deviating a well); and (c) exceeds Fifty Thousand Dollars ($50,000) in value.
Casualty Loss of Assets. If, after execution of this Agreement and prior to Closing, a portion of the Assets is damaged or destroyed by a Casualty Loss, Seller may at its sole option, prior to Closing, repair the damage at its cost or reduce the Purchase Price by the amount of the damage (but in no case to exceed the Allocated Value of the Assets affected), or if Buyer agrees, withdraw the damaged Asset from the sale and reduce the Purchase Price by the Allocated Value thereof. Should Buyer and Seller not agree as to the amount of such price reduction such dispute shall be submitted to the Independent Expert for determination. The term “Casualty Loss” shall mean physical damage to an Asset that (a) occurs between execution of this Agreement and Closing, (b) is not the result of normal wear and tear, mechanical failure or gradual structural deterioration of materials, equipment and infrastructure, reservoir changes, or downhole failure (including, without limitation, downhole failure arising or occurring during drilling or completing operations, junked or lost holes or sidetracking or deviating a well) and (c) exceeds Fifty Thousand Dollars ($50,000) in value.
Casualty Loss of Assets. If prior to Closing, any of the Assets are damaged or destroyed by fire or other casualty (a “Casualty Loss”), Seller may repair the damage at its cost or, at its sole option, either reduce the Purchase Price by a mutually agreed estimated cost of the repair or replacement or withdraw the damaged Asset from the sale and reduce the Purchase Price by the allocated value thereof. If Buyer and Seller are unable to agree as to the amount of such price reduction prior to Closing or if the amount of such price reduction exceeds ten percent (10%) of the purchase Price, then either Party may elect to terminate this Agreement; provided that such terminating Party is not in default hereunder.
Casualty Loss of Assets. If, prior to Closing, a portion of the Assets is damaged or destroyed by a Casualty Loss, Seller may repair the damage at its cost or, at its sole option, either reduce the Purchase Price by the amount of the damage or withdraw the damaged Asset from the sale and reduce the Purchase Price by the undamaged value thereof. Should Buyer and Seller not agree as to the amount of such price reduction or if the amount of the damage exceeds twenty percent (20%) of the Purchase Price, this Agreement may be terminated by either party. The term “Casualty Loss” shall mean physical damage to an Asset that (a) occurs between execution of this Agreement and Closing, (b) is not the result of normal wear and tear, mechanical failure or gradual structural deterioration of materials, equipment and infrastructure, reservoir changes, or downhole failure (including, without limitation, failure arising or occurring during drilling or completing operations, junked or lost holes or sidetracking or deviating a well); and (c) exceeds Twenty-Five Thousand Dollars ($25,000) in value.
Casualty Loss of Assets. If prior to the Closing, any portion of the Assets is damaged or destroyed or made unavailable or unusable for the intended purpose by Casualty Loss, Buyer shall nevertheless be required to close and Seller, at the Closing, shall pay to Buyer all sums paid to Seller by third parties by reason of such Casualty Loss insofar as such payments are directly attributable to the Assets and the applicable Casualty Loss, 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 (excluding any Liabilities, other than insurance claims, of or against any member of the Seller Parties) arising out of such Casualty Loss insofar as and with respect to such Assets; 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 with respect to any such Casualty Loss. The term “Casualty Loss” shall mean physical damage to an Asset that (a) occurs between the execution of this Agreement and Closing, (b) is not the result of normal wear and tear, mechanical failure or gradual structural deterioration of materials, equipment and infrastructure, reservoir changes, or downhole failure (including, without limitation, failure arising or occurring during drilling or completing operations, junked or lost holes or sidetracking or deviating a well); and (c) exceeds $100,000 in value. Notwithstanding the foregoing provisions of this Section 12.2, in the event of a conflict between this Section 12.2 and the cost allocation provisions of Section 3.1(e) with respect to any Casualty Loss, the provisions of Section 3.1(e) shall control; provided, however, that the full amount of such Casualty Loss shall be treated as such for purposes of Section 10.3(a)(v).
Casualty Loss of Assets. In the event any physical Asset(s), including fixtures and improvements, is damaged by storm, fire, flood, wind, hurricane, other act of God, theft, vandalism, terrorism, act of war, explosion, or other casualty or calamity that would reasonably result in a loss of $1,000,000.00 or more in the aggregate, (a “Casualty Event”) after the Effective Date but before Closing, Seller shall either repair the damage at its cost or, at its sole option, either reduce the Purchase Price by the amount of the damage or withdraw the damaged Asset from the sale and reduce the Purchase Price by the undamaged value thereof. Any reductions to the Purchase Price for the amount of the damage shall not preclude an increase in the Purchase Price for insurance premiums paid by Seller until Closing to the extent Buyer receives the benefit of such insurance. If (x) Buyer and Seller cannot agree as to the amount of such price reduction for a Casualty Event or (y) the amount of the damage or other losses (including losses relating to environmental liabilities) that are reasonably expected to be suffered or incurred by Buyer as a result of all Casualty Events exceeds twenty-five percent (25%) of the initial unadjusted Purchase Price, and only as to that portion of such aggregate of Casualty Events in excess of $1,000,000.00, then this Agreement may be terminated by either party. This paragraph shall not apply to the decline in or cessation of production resulting from subsurface causes or mechanical integrity of the Personal Property occurring in the ordinary course of business. The occurrence of such decline or cessation shall not relieve Buyer of its obligation to purchase the Assets and the risk of such occurrence is specifically assumed by Buyer.
Casualty Loss of Assets. Provided that the Closing occurs, all risk of loss with respect to the Assets shall be borne by Buyer from the period from and after the execution of this Agreement. If, after execution of this Agreement and prior to Closing, a portion of the Assets is damaged or destroyed by a Casualty Loss, and such Casualty Loss is covered by Seller’s insurance, if such affected Asset is not otherwise excluded from the transaction, Seller shall submit a claim therefor, and the net proceeds shall be used to repair the damage unless Seller and Buyer agree to the contrary. The term “Casualty Loss” shall mean physical damage to an Asset that (a) occurs between execution of this Agreement and Closing, (b) is not the result of normal wear and tear, mechanical failure or gradual structural deterioration of materials, equipment and infrastructure and (c) exceeds one hundred thousand dollars ($100,000).
Casualty Loss of Assets. In the event of a Casualty Loss of any of the Assets, all of the following applies:
Casualty Loss of Assets
