Common use of Casualty Loss Clause in Contracts

Casualty Loss. Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (“Casualty Loss”), Buyer shall not be obligated to purchase such Asset. If Buyer declines to purchase such Asset, the Purchase Price shall be reduced by the Allocated Value of such Asset. If Buyer elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to Buyer, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). Seller, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller shall be entitled to all insurance proceeds. If Seller elects to cure such Casualty Loss, Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer in its sole discretion. If Seller elects to cure the Casualty Loss, Buyer shall purchase the affected Asset at Closing for the Allocated Value thereof.

Casualty Loss. Prior to Closing, if a portion of the Assets Subject Interests is destroyed by fire or other casualty or if a portion of the Assets Subject Interests is taken or threatened to be taken in condemnation or under the right of eminent domain (“Casualty Loss”), Buyer shall not be obligated to purchase such AssetSubject Interest. If Buyer declines to purchase such AssetSubject Interest, it will be considered an excluded Subject Interests and the Purchase Price shall be reduced by the Allocated Value of such AssetSubject Interest. If Buyer elects to purchase such AssetSubject Interest, the Purchase Price shall be reduced by the estimated cost to repair such Asset Subject Interests (with equipment of similar utility), less all insurance proceeds which shall be payable to Buyer, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). Seller, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller shall be entitled to all insurance proceeds. If Seller elects to cure such Casualty Loss, Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer in its sole discretionkind. If Seller elects to cure the Casualty Loss, and the Casualty Loss is cured, Buyer shall purchase the affected Asset Subject Interests at Closing for the Allocated Value thereof.

Casualty Loss. Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (“Casualty Loss”), and the resulting loss from such Casualty Loss exceeds two hundred thousand dollars ($200,000) based on the Allocated Value of the affected Assets, Buyer shall not be obligated to purchase such Asset. If Buyer declines to purchase such Asset, the Purchase Price shall be reduced by the Allocated Value of such Asset. If Buyer elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to Buyer, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). Seller, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller shall be entitled to all insurance proceeds. If Seller elects to cure such Casualty Loss, Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is reasonably acceptable to Buyer in its sole discretionBuyer. If Seller elects to cure the Casualty Loss, and the Casualty Loss is cured to Buyer's reasonable satisfaction, Buyer shall purchase the affected Asset at Closing for the Allocated Value thereof.

Casualty Loss. Prior If, prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (a “Casualty Loss”), Buyer Purchaser shall not be obligated to purchase such Asset. If Buyer Purchaser declines to purchase such Asset, the Purchase Price shall be reduced by the Allocated Value of such Asset and such Asset will be deemed an Excluded Asset. If Buyer Purchaser elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to BuyerPurchaser, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). Seller, at its sole option, may elect to cure such Casualty Loss prior to Closing and, in such event, Seller shall be entitled to all insurance proceedsproceeds in connection therewith. If Seller elects to cure such Casualty Loss, such election shall be at Seller’s sole cost and expense and Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer Purchaser in its sole discretion. If Seller elects to cure the Casualty LossLoss and cures such Casualty Loss prior to Closing, Buyer Purchaser shall purchase the affected Asset at Closing for the Allocated Value thereof.

Casualty Loss. Prior If, prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (a “Casualty Loss”), Buyer Purchaser shall not be obligated to purchase such Asset. If Buyer Purchaser declines to purchase such Asset, the Purchase Price shall be reduced by the Allocated Value of such Asset and such Asset will be deemed an Excluded Asset. If Buyer Purchaser elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to BuyerPurchaser, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). Seller, at its sole option, may elect to cure such Casualty Loss prior to Closing to the reasonable satisfaction of Purchaser and, in such event, Seller shall be entitled to all insurance proceedsproceeds in connection therewith. If Seller elects to cure such Casualty Loss, such election shall be at Seller’s sole cost and expense and Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer Purchaser in its sole discretion. If Seller elects to cure the Casualty LossLoss and cures such Casualty Loss prior to Closing to the reasonable satisfaction of Purchaser, Buyer Purchaser shall purchase the affected Asset at Closing for the Allocated Value thereof.

Casualty Loss. Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty casualty, or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (each such case, a “Casualty Loss”), Buyer shall not be obligated to purchase such Asset. If Buyer declines to purchase such Asset, the Purchase Price shall be reduced by the Allocated Value of such Asset. If Buyer elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to Buyer, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). Seller, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller shall be entitled to all insurance proceeds. If Seller elects to cure such Casualty Loss, Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer in its sole discretion. If Seller elects to cure the Casualty Loss, Buyer shall purchase the affected Asset at Closing for the Allocated Value thereof.

Casualty Loss. Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (“Casualty Loss”"CASUALTY LOSS"), Buyer shall not be obligated to purchase such Asset. If Buyer declines to purchase such Asset, the Purchase Price shall be reduced adjusted as agreed to by the Allocated Value of such AssetBuyer and Seller. If Buyer elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable ) as agreed to Buyer, up to the Allocated Value thereof by Buyer and Seller (the reduction being the “"NET CASUALTY LOSS"). The Net Casualty Loss”)Loss shall not, however, exceed the Allocated Value of such Asset. Seller, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller shall be entitled to all insurance proceedsLoss. If Seller elects to cure such Casualty Loss, Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer in its sole discretion. If Seller elects to cure the Casualty LossLoss to the satisfaction of Buyer, Buyer there shall purchase be no adjustment to the affected Asset at Closing for the Allocated Value thereofPurchase Price.

Casualty Loss. Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (“"Casualty Loss”"), Buyer shall not be obligated to purchase such Asset. If Buyer declines to purchase such Asset, the Purchase Price shall be reduced by the Allocated Value of such Asset. If Buyer elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to Buyer, up to the Allocated Value thereof (the reduction being the “"Net Casualty Loss”"). Seller, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller shall be entitled to all insurance proceeds. If Seller elects to cure such Casualty Loss, Seller may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer in its sole discretionBuyer. If Seller elects to cure the Casualty Loss, and the Casualty Loss is cured to Buyer's reasonable satisfaction, Buyer shall purchase the affected Asset at Closing for the Allocated Value thereof.

Casualty Loss. Prior After the Effective Time and prior to Closing, if a portion of the Assets is destroyed by fire or other casualty casualty, or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (with such event being a “Casualty Loss”), Buyer shall not be obligated to purchase such Asset. If Buyer declines to purchase such Asset, the Purchase Price shall be reduced by Asset at Closing for the Allocated Value of such Asset. If Buyer elects to purchase such Asset, the Purchase Price shall be Asset reduced by the estimated cost to repair or replace such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to Buyer, up to the Allocated Value thereof (the utility)(the reduction being the “Net Casualty Loss”). SellerAt its option, at with Buyer’s consent, which Buyer may withhold in its sole optiondiscretion, Seller may elect to cure such Casualty Loss and, in such event, Seller shall be entitled prior to all insurance proceedsClosing. If Seller elects to cure such Casualty Loss, Seller may replace or cause to be replaced any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace utility at Seller’s sole cost and expense and Seller shall indemnify and hold harmless Buyer against any real property with real property and all losses as a result of similar nature such Casualty Loss and kind if Seller’s election to cure such property is acceptable to Buyer in its sole discretionCasualty Loss. If Seller elects to cure cures the Casualty Loss, Buyer shall purchase the affected Asset at Closing for the Allocated Value thereofthereof without any Purchase Price Adjustment for such Casualty Loss.

Casualty Loss. Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (“Casualty Loss”), Buyer Transferee shall not be obligated to purchase such Asset. If Buyer Transferee declines to purchase such Asset, the Purchase Price shall be reduced by the Allocated Value of such Asset. If Buyer Transferee elects to purchase such Asset, the Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to BuyerTransferee, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). SellerTransferor, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller Transferor shall be entitled to all insurance proceeds. If Seller Transferor elects to cure such Casualty Loss, Seller Transferor may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer Transferee in its sole discretion. If Seller Transferor elects to cure the Casualty Loss, Buyer Transferee shall purchase the affected Asset at Closing for the Allocated Value thereof.

Casualty Loss. Prior to Closing, if a portion of the Assets is destroyed by fire or other casualty or if a portion of the Assets is taken or threatened to be taken in condemnation or under the right of eminent domain (“Casualty Loss”), Buyer Kxxx shall not be obligated to purchase such Asset. If Buyer Kxxx declines to purchase such Asset, the Emerald Purchase Price shall be reduced by the Allocated Value of such Asset. If Buyer Kxxx elects to purchase such Asset, the Emerald Purchase Price shall be reduced by the estimated cost to repair such Asset (with equipment of similar utility), less all insurance proceeds which shall be payable to BuyerKxxx, up to the Allocated Value thereof (the reduction being the “Net Casualty Loss”). SellerEmerald, at its sole option, may elect to cure such Casualty Loss and, in such event, Seller Emerald shall be entitled to all insurance proceeds. If Seller Emerald elects to cure such Casualty Loss, Seller Emerald may replace any personal property that is the subject of a Casualty Loss with equipment of similar grade and utility, or replace any real property with real property of similar nature and kind if such property is acceptable to Buyer Kxxx in its sole discretion. If Seller Emerald elects to cure the Casualty Loss, Buyer Kxxx shall purchase the affected Asset at Closing for the Allocated Value thereof.