Casualty or Condemnation Loss. (a) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain (“Casualty Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1% of the unadjusted Purchase Price, Seller shall have the option to exclude such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Value of such excluded Assets. If Seller opts to exclude any such affected Assets (collectively, the “Retained Assets”), Seller shall assign such Retained Assets to Seller before Closing. If Seller opts not to exclude such affected Assets, Buyer shall nevertheless be required to close, and Seller shall elect, by written notice to Buyer prior to Closing, in the case of fire or other casualty, either (A) to cause the such affected Assets affected to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expense, as promptly as reasonably practicable (which work may extend after the Closing Date), or (B) to indemnify Buyer in a manner reasonably acceptable to Buyer against any Losses that Buyer reasonably incurs to repair such affected Assets. In the case of condemnation or eminent domain, the Parties shall work together in good faith to reduce the Purchase Price by an amount equal to the Allocated Value (or applicable portion thereof) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each case, Seller shall retain all rights to insurance and other claims against third Persons with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writing.
(b) If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets experiences a Casualty Loss, and the loss as a result of such Casualty Loss individually or in the aggregate is 1% or less of the unadjusted Purchase Price, Buyer shall nevertheless be required to close and Seller shall, at Closing, pay to Buyer all sums (if any) paid to Seller by third Persons by reason of such 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 Persons arising out of such Casualty Loss.
Casualty or Condemnation Loss. If, after the Execution Date but prior to the Closing Date, all or any portion of the Assets is damaged or destroyed by fire or other casualty (a “Casualty”) or is taken in condemnation or under right of eminent domain (a “Condemnation Proceeding”), then Buyer shall nevertheless be required to close and Sellers, at Closing, shall pay to Buyer (or its designee) all sums paid to Sellers by Third Parties by reason of such Casualty or Condemnation Proceeding with respect to the affected Assets and shall assign, transfer and set over to Buyer or Buyer’s designee all of Sellers’ right, title and interest (if any) in recovery proceeds, unpaid awards and other rights against Third Parties (excluding any liabilities or claims of or against Sellers or any of their respective Affiliates and Representatives) arising out of such Casualty or Condemnation Proceeding with respect to the affected Assets; provided, however, that Sellers shall reserve and retain (and Buyer shall assign to Sellers) all rights, title, interests and claims against Third Parties for the recovery of Sellers’ costs and expenses incurred prior to the Closing in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in connection with such Casualty or Condemnation Proceeding; provided, further, if the costs and expenses associated with any such Casualty and/or Condemnation Proceedings exceed (or are likely to exceed), in aggregate, ten percent (10%) of the Purchase Price, either Party may terminate this Agreement upon written notice to the other Party prior to Closing.
Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any Well, collapsed casing or sand infiltration of any Well) and the depreciation of personal property due to ordinary wear and tear, in each case, with respect to the Assets.
(b) Without limiting Buyer’s rights under Section 14.1(e), if, after the date of this Agreement but prior to the Closing Date, any portion of the Assets (including downhole) is destroyed by fire, windstorm or other casualty or is taken in condemnation or under right of eminent domain, and the aggregate amount of any such loss as a result of such casualty or taking exceeds fifteen percent (15%) of the Purchase Price, either party shall have the right to terminate this Agreement. If the aggregate amount of any such loss as a result of such casualty or taking exceeds fifteen percent (15%) of the Purchase Price and the parties nevertheless elect to proceed to closing, Seller shall elect by written notice to Buyer prior to Closing either (i) to cause the Assets affected by such casualty or taking to be repaired or restored to at least its condition prior to such casualty or taking, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend after the Closing Date), or (ii) to treat such casualty or taking as a Title Defect with respect to the affected Asset or Assets under Section 11.
Casualty or Condemnation Loss. If, after the Execution Date but prior to the Closing Date, (a) any portion of the Conveyed Interests is taken by any Governmental Authority in condemnation or under right of eminent domain or (b) any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any of the Conveyed Interests or portion thereof, but no taking of such Conveyed Interests or portion thereof occurs prior to the Closing Date, then, in either case, the Conveyed Interests or portion thereof shall be excluded from the Conveyed Interests to be conveyed to Buyer to the extent of the interest affected by the condemnation or eminent domain, the Purchase Price shall be reduced by twenty percent (20%) of the Allocated Value of the relevant Conveyed Interest and the Drilling Carry Cap shall be reduced by eighty percent (80%) of the Allocated Value for the relevant Conveyed Interest.
Casualty or Condemnation Loss. (A) Notwithstanding anything herein to the contrary and subject to the termination rights set forth below, from and after the Effective Time, subject to the Closing, Buyer shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (including watering out of any well, collapsed casing or sand infiltration of any well) and the depreciation of personal property due to ordinary wear and tear, in each case, with respect to the assets of the Company and its Subsidiaries.
(B) If, after the date of this Agreement but prior to the Closing Date, any portion of the Oil and Gas Interests is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the aggregate amount of any such loss or taking exceeds ten percent (10%) of the Purchase Price, either Buyer or the Sellers shall have the right to terminate this Agreement, in which event this Agreement shall terminate and the LOC Deposit shall be returned to Buyer. If the aggregate amount of any such loss or taking is ten percent (10%) or less of the Purchase Price, this Agreement may not be terminated based on such loss or taking. If the loss as a result of such individual casualty or taking exceeds $25,000 and the parties proceed to Closing, the parties shall treat such casualty or taking as a Title Defect with respect to the affected Oil and Gas Interests under this Section 2.05, including the dispute resolution provisions, except that for purposes of this Section 2.05(b)(xi): (1) the Title Claim Date shall be the Closing Date; (2) the Title Defect Amount shall be the difference between the cost to replace or repair the Oil and Gas Interests that are destroyed by fire or other casualty or are taken in condemnation or under right of eminent domain and the estimated insurance or other proceeds the Company is entitled to as a result of such destruction or taking.
(C) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Oil and Gas Interests of the Company or its Subsidiaries or portion thereof after the date of this Agreement, but no taking of such Oil and Gas Interests or portion thereof occurs prior to the Closing Date, Buyer shall nevertheless be required to close the transactions contemplated by this Agreement and the Sellers, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of the Sellers’ right, title and interest (if any) in such condemna...
Casualty or Condemnation Loss. If, after the Execution Date but prior to the Closing Date, (a) any portion of the Conveyed Interests is taken by any Governmental Authority in condemnation or under right of eminent domain, (b) any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any of the Conveyed Interests or portion thereof, but no taking of such Conveyed Interests or portion thereof occurs prior to the Closing Date, or (c) any portion of the Conveyed Interests is materially damaged or destroyed by fire or other casualty, then, in each case, the Conveyed Interests or portion thereof shall be excluded from the Conveyed Interests to be conveyed to Buyer to the extent of the interest affected by the condemnation or eminent domain or material damage or destruction, and the Purchase Price shall be reduced by the Property Designated Value of the relevant Conveyed Interest; provided, however, that Buyer shall have the right, on or before the tenth day after receipt of notice of any event described in clause (a), (b) or (c) of this Section 11.3, to elect, in its sole discretion, to continue to include such portion of the Conveyed Interests in the Conveyed Interests to be conveyed to Buyer, with no reduction in the Purchase Price.
Casualty or Condemnation Loss. As of the date of this Agreement, there has been no material casualty or condemnation loss during the period beginning on the Effective Time and ending on the Execution Date with respect to the Properties.
Casualty or Condemnation Loss. If, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, Assignor shall immediately notify Assignee. Assignee shall have the option to either proceed with closing or treat the loss as a Title Defect and proceed in accordance with Section 5.3(c). Should Assignee elect to proceed with Closing, Assignor shall, at Closing, pay to Assignee all sums paid to Assignor by third parties by reason of such casualty or taking and shall assign, transfer and set over to Assignee or subrogate Assignee to all of Assignor's right, title and interest (if any) in insurance claims, unpaid awards, and other rights against third parties (other than Affiliates of Assignor and its and their directors, officers, employees and agents) arising out of the casualty or taking.
Casualty or Condemnation Loss. There has been no casualty or condemnation loss as of the Execution Date with respect to the Conveyed Interests.
Casualty or Condemnation Loss. (a) Subject to the provisions of Section 3.5(b), Purchaser shall assume all risk of loss with respect to, and any change in the condition of the Assets from the Effective Time until Closing and the depreciation of personal property due to ordinary wear and tear.
(b) Subject to the provisions of Sections 8.1(f) and 8.2(e) hereof, if, after the date of this Agreement but prior to the Closing Date, any portion of the Assets is destroyed by fire or other casualty or is taken in condemnation or under right of eminent domain, and the loss as a result of such individual casualty or taking is less than seven and one-half percent (7.5%) of the unadjusted Purchase Price, Purchaser shall nevertheless be required to close and Seller shall elect by written notice to Purchaser prior to Closing either (i) to cause the Assets affected by any casualty or taking to be repaired or restored to at least its condition prior to such casualty, at Seller’s sole cost, which repair or restoration may take place after Closing so long as Seller and Purchaser have agreed on a reasonable time period in which to complete such repairs and restoration and Seller executes an access agreement in form and substance reasonably acceptable to Purchaser and Seller, or (ii) to indemnify Purchaser through a document reasonably acceptable to Seller and Purchaser against any costs or expenses that Purchaser reasonably incurs to repair the Assets subject to any casualty or taking. In each case, Seller shall retain all rights to insurance and other claims against third parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing.
