Casualty Loss Prior to Closing. If prior to the Time of Closing, a material casualty loss, destruction or damage to the Metered Parking System has occurred and this Agreement has not been terminated under Section 2.4(d), then the City shall either (i) promptly and diligently repair and rebuild the affected parts of the Metered Parking System to restore them to at least the same condition in which they were before the occurrence of such casualty loss, destruction or damage or (ii) authorize the Concessionaire to repair the Metered Parking System and assign to the Concessionaire all insurance and other proceeds (if any) payable by third-party insurers or other third parties in respect of such casualty loss, destruction or damage and enforce (with the cooperation of the Concessionaire) all of its rights, remedies and privileges under any applicable insurance policies with third-party insurers; provided that if no insurance exists or such insurance proceeds are not sufficient to repair and rebuild the affected parts of the Metered Parking System to its prior condition, then the City shall reimburse the Concessionaire for that amount representing the difference between the cost to repair and the amount of any insurance proceeds.
Casualty Loss Prior to Closing. If prior to the Time of Closing, a material casualty loss, destruction, or damage to any part of the Parking Garage System has occurred and this Agreement has not been terminated under Section 2.4(d), then the Authority at its option shall (i) promptly and diligently repair and rebuild the affected parts of the Parking Garage System to restore them to at least the same condition in which they were before the occurrence of such casualty loss, destruction, or damage, provided that if the affected parts of the Parking Garage System cannot prior to the Closing Date be repaired or rebuilt to restore them to at least the same condition in which they were before the occurrence of such casualty loss, destruction, or damage, the Authority shall make such repairs or restoration as can reasonably be completed prior to the Closing Date and prior to the Closing Date shall provide to the Concessionaire a plan for the completion of such repairs or restoration following the Time of Closing at the Authority’s expense subject to the Concessionaire’s reasonable approval and shall then complete such repairs or restoration in accordance with such plan, or (ii) authorize the Concessionaire to repair and rebuild the affected parts of the Parking Garage System, in which event the Authority and the City shall assign to the Concessionaire all insurance and other proceeds payable by third-party insurers or other third parties to the Authority and the City in respect of such casualty loss, destruction, or damage and enforce (with the cooperation of the Concessionaire) all of its rights, remedies, and privileges under any applicable insurance policies with third-party insurers, provided that to the extent that such proceeds are not sufficient to repair and rebuild the affected parts of the Parking Garage System and restore such affected parts to at least the same condition in which they were before the occurrence of the casualty loss, destruction, or damage then (A) the Concessionaire may terminate this Agreement prior to the Closing Date or (B) in the event that the Concessionaire does not terminate this Agreement pursuant to clause (A), the Authority shall reimburse the Concessionaire for the difference upon such terms as are agreed to by the Authority and the Concessionaire. The Authority and the City, on a joint and several basis, shall pay the Concessionaire all Concession Compensation with respect to any repair or restoration required by this Section 2.5(i).
Casualty Loss Prior to Closing. If, between the Execution Date and the Closing, any substantial portion of the Assets are materially damaged or destroyed by fire or other casualty (not including normal wear and tear, downhole mechanical failure or reservoir changes) or if any substantial portion of the Assets are taken by condemnation or under the right of eminent domain (all of which are herein called “Casualty Loss” and are limited to property damage or taking only), Sellers shall notify Purchaser promptly after Sellers learn of such event. Sellers shall have the right, but not the obligation, to cure a Casualty Loss that consists of property damage by repairing the affected Asset no later than the Closing Date. If any uncured Casualty Loss exists at the Closing, Purchaser shall proceed to purchase the Asset affected thereby, and upon receipt of the Purchase Price, Sellers shall pay to Purchaser all sums paid to Sellers by third Persons by reason of the damage or taking of such Asset, and to the extent Sellers are not contractually prohibited from doing so, Sellers shall assign, transfer and set over unto Purchaser all of the right, title and interest of Sellers in and to any claims, unpaid proceeds or other payments or rights to receive payments from third Persons arising out of such damage or taking. EXCEPT AS SET FORTH IN SECTION 6.1(P), EACH SELLER DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE EXISTENCE OF INSURANCE COVERING CASUALTY LOSS TO THE ASSETS, AND DISCLAIMS ANY OBLIGATION, COVENANT OR DUTY TO PURCHASER TO ASSERT OR PURSUE ANY CLAIM AGAINST ANY INSURER OR OTHER PERSON FOR CASUALTY LOSS TO THE ASSETS.
Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to the Properties after the Effective Date and prior to the Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Seller shall otherwise agree) in such event
(a) as to each such Property so damaged which is an Oil and Gas Property, the parties shall mutually agree on a Purchase Price adjustment unless Seller should be entitled to make any claims under any insurance policy with respect to such damage, in which case Seller shall, at Seller's election, either collect (and when collected pay over to Buyer), or assign to Buyer, such claims, and
(b) as to each such Property which is other than an Oil and Gas Property, Seller shall, at Seller's election, either collect (and when collected pay over to Buyer), or assign to Buyer, any and all insurance claims relating to such loss, and Buyer shall take title to the Property affected by such loss without reduction of the Purchase Price.
Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to any of the Properties after the Effective Date and prior to the Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Sellers shall otherwise agree) in such event:
(a) as to each such Property so damaged which is an Oil and Gas Property, then, at Sellers’ election, either (i) such Property shall be treated as if it had an asserted Title Defect associated with it and the procedure provided for in Article VIII shall be applicable thereto (except the following shall not apply: (i) the $175,000 threshold provided for in Section 8.1(c), (ii) Section 8.1(d)(iii)(B), and (iii) Section 8.4(a)), or (ii) the Purchase Price will not be adjusted, and if Sellers should be entitled to make any claims under any insurance policy with respect to such damage, Sellers shall, at Sellers’ election, either collect (and when collected pay over to Buyer), or assign to Buyer, such claims, and
(b) as to each such Property which is other than an Oil and Gas Property, Sellers shall, at Sellers’ election, either collect (and when collected pay over to Buyer), or assign to Buyer, any and all insurance claims relating to such loss, and Buyer shall take title to the Property affected by such loss without reduction of the Purchase Price.
Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to the Properties after the Effective Date and prior to the Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and the Seller shall otherwise agree) in such event:
(a) as to each such Property so damaged which is an Oil and Gas Property, then, at Buyer’s election, either (i) such Property shall be treated as if it had an asserted Title Defect associated with it and the procedure provided for in Article VIII shall be applicable thereto, or (ii) the Purchase Price will not be adjusted, and Seller should be entitled to make any claims under any insurance policy with respect to such damage, Seller shall, at Buyer’s election, either collect (and when collected pay over to Buyer), or assign to Buyer, such claims. In the event Buyer elects to proceed under clause (ii) of this Section 7.6(a), the Purchase Price shall be reduced by an amount equal to the deductible or co-insured amount under any such insurance policy; and
(b) as to each such Property or asset which is other than an Oil and Gas Property, Seller shall, at Buyer’s election, either collect (and when collected pay over to Buyer), or assign to Buyer, any and all insurance claims relating to such loss, and Buyer shall take title to the Property affected by such loss without reduction of the Purchase Price except to the extent of any deductible or co-insured amount under any applicable insurance.
Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to the Properties after the Effective Date and prior to Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Seller shall mutually otherwise agree) in such event as to each such Property so damaged an amount equal to the damage to such Property but not in excess of fifty percent (50%) of the allocated value set forth in Schedule 2.5 for such Property, shall be treated as a reduction to the Purchase Price.
Casualty Loss Prior to Closing. (a) If, after the Execution Date but prior to Closing, any portion of the Properties is damaged or destroyed by a fire or other casualty or is taken in condemnation or under right of eminent domain (each a “Casualty Loss”), then Seller will notify Purchaser promptly after Sxxxxx learns of such event.
(b) Subject to Section 10.1(f), Purchaser will nevertheless be required to close, and Seller shall, at its sole election, elect to:
(i) reduce the Purchase Price by an amount agreed upon in writing by Seller and Purchaser as being a reasonable estimate of such Casualty Loss, which amount shall not exceed the Allocated Value of the applicable Property,
(ii) agree with Purchaser to cause the Properties affected by any Casualty Loss to be repaired or restored, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date only with Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed); or
(iii) transfer to Purchaser such insurance proceeds, claims, awards, and other payments arising out of such Casualty Loss; provided, however, that such amounts cover the cost of repair and restoration in full.
(c) If Seller elects to proceed under Section 8.9(b)(i) and the Parties fail to agree by the Closing Date on the reduction to the Purchase Price (which agreement the Parties shall use good faith efforts to reach), then the Purchase Price at Closing in respect of Casualty Losses will be decreased by Seller’s good-faith estimate of the value associated with such Casualty Loss, and either Party may submit the dispute for resolution in accordance with Section 12.1.
Casualty Loss Prior to Closing. If prior to Closing any of the Companies' Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is five percent (5%) of the Purchase Price or less, then, subject to the other terms and provisions of this Agreement, Buyer shall proceed to purchase the Five Flags Stock and the H&W Stock without any reduction in the Purchase Price. If prior to Closing any of the Companies' Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is in excess of five percent (5%) of the Purchase Price, then Buyer shall have the right to terminate this Agreement unless Seller agrees to reduce the Purchase Price by a sum equal to that amount by which the repair or replacement cost thereof, as applicable, of such damaged or destroyed assets exceeds five percent (5%) of the Purchase Price, less all sums payable by insurance carriers to Buyer and to the Companies, or either of them, by reason of such loss. All repair or replacement costs shall be determined jointly by Seller and Buyer or, in the event of disagreement between Buyer and Seller with respect thereto, such repair or replacement cost shall be automatically referred to arbitration for decision by the arbitrators pursuant to the provisions of Section 35 of this Agreement.
Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to the Oil and Gas Assets after the Effective Time and prior to the Closing, and subject to the satisfaction of the conditions precedent set forth in Section 10.1, this Agreement shall remain in full force and effect, and (unless Buyer and Seller shall otherwise agree) in such event, the Purchase Price will not be adjusted, and if Seller should be entitled to make any claims under any insurance policy with respect to such damage, Seller shall, at Seller’s election, either collect (and when collected pay over to Buyer), or, if assignable to Buyer, assign to Buyer, such claims. For the avoidance of doubt, it is expressly agreed by the parties that if Closing occurs, the risk of loss to the Oil and Gas Assets as a result of a casualty loss after the Effective Time is borne by Buyer.
