Casualty Loss Procedure Clause Samples

Casualty Loss Procedure. Prior to Closing, if a portion of the Assets is damaged or destroyed by fire, vandalism, theft, or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the resulting losses from such Casualty Loss exceeds $100,000, the respective Seller shall promptly advise Purchaser thereof in writing and Purchaser shall purchase the affected Assets at Closing and the cash consideration paid at Closing shall be adjusted by Seller’s good faith estimated cost to repair or replace, as applicable, such Assets (with equipment, properties or assets of similar utility or value) up to, in the case of Oil and Gas Interests, the Allocated Value or Value thereof, net of any payments as may be received from Seller’s insurers and paid to Purchaser at or prior to Closing (which payments paid to Purchaser shall not adjust the consideration paid at Closing) attributable to any applicable insurance claims made on such Casualty Loss (the net adjustment being the “Estimated Net Casualty Loss”). Seller shall retain all rights to insurance, condemnation awards, and other claims against third Persons with respect to the casualty or taking except to the extent the Parties otherwise agree in writing; provided, however, (a) if the cost of such insurance is included as a Property Expense for which Purchaser is liable or Purchaser otherwise assumes such cost under this Agreement, then Seller shall take such action as may be reasonably necessary to cause Purchaser to receive the benefit of such insurance and (b) Seller shall take such action as may be reasonably necessary to cause Purchaser to receive the benefit of all claims against third Persons (including the assignment of such claims) with respect to such Casualty Loss (excluding claims for repair costs to the extent such costs have resulted in an adjustment in the applicable cash consideration pursuant to the Final Accounting). To the extent an adjustment is made at Closing by the Estimated Net Casualty Loss of any Casualty Loss, then promptly after Purchaser determines the actual cost to repair or replace, as applicable, the Assets affected by such Casualty Loss (such cost not to exceed, in the case of an Oil and Gas Interest, the Allocated Value or Value of such Oil and Gas Interest), Purchaser shall give written notice thereof to Seller. If the Actual Net Casualty Loss is more than the Estimated Net Casualty Loss, Seller shall pay Purchaser the amount of such difference. If the Actual Net Casua...