Common use of Casualty or Condemnation Loss Clause in Contracts

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 1.5% of the unadjusted Purchase Price, Seller shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss 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 must be completed by the Closing Date), or (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to any such Casualty Loss. 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, the Company 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.

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 1.51% of the unadjusted Purchase Price, Seller shall have the option to exclude any such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values Value of such excluded Assets. If Seller opts to exclude any such Asset affected Assets (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects opts not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, shall nevertheless be required to consummate the transactions contemplated herebyclose, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (iA) to cause the such affected Assets affected by any such Casualty Loss 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 must be completed by may extend after the Closing Date), or (iiB) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur incurs to repair the Assets subject to any such Casualty Lossaffected 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, the Company 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.

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 1.51% of the unadjusted Purchase Price, Seller Sellers shall have the option to exclude any the affected Assets Asset from the transactions transaction contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values Value of such excluded Assets. If Seller opts Sellers opt to exclude any such Asset (collectively, the “Retained Assets”), Seller Sellers shall cause the applicable Company Entity to assign such Retained Assets to the applicable Seller before Closing. If Seller elects Sellers elect not to elect the option to exclude such the affected AssetsAsset, Buyer shall, at Seller’s Sellers’ election, nevertheless be required to consummate the transactions contemplated herebyclose, and Seller Sellers shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, (i) either (A) in the case of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s Sellers’ sole cost, risk and expense, as promptly as reasonably practicable (which work must be completed by may extend after the Closing Date), or (iiB) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur incurs to repair the Assets subject to any such Casualty Loss. 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, the Company 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.

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 1.5% of the unadjusted Purchase Price, Seller Buyer shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate close (subject to the transactions contemplated herebyother provisions of this Agreement), and the Seller Parties shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss (other than condemnation or eminent domain) to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s the Seller Parties’ sole cost, risk and expense, as promptly as reasonably practicable (which work must be completed by may extend after the Closing Date), or (ii) to fully indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses costs or expenses that Buyer or the Company reasonably incur incurs to repair or restore the Assets subject to any such Casualty Loss. In , or (iii) to remove and exclude such Asset or portion thereof from the case of condemnation or eminent domain“Assets” to be transferred and conveyed to Buyer at Closing and, the Parties shall work together in good faith accordingly, to reduce the Purchase Price to be paid at Closing by an amount equal to the Allocated Value of such Asset (or, if a portion of such Asset, such portion of such Allocated Value as shall be determined in a reasonable manner taking into account the net acreage (or applicable net acre feet, as appropriate) that the portion thereof) of such Asset affected by such Casualty Loss bears to the Assets net acreage (or portion thereofnet acre feet, as appropriate) taken in condemnation or under right of eminent domainthe entire Asset). In each case, the Company Xxxxxxxx LLC 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.

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 1.51% of the unadjusted Purchase Price, Seller shall have the option to exclude any such affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values Value of such excluded Assets. If Seller opts to exclude any such Asset affected Assets (collectively, the “Retained Assets”), Seller shall cause the applicable Company Entity to assign such Retained Assets to Seller before Closing. If Seller elects opts not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, shall nevertheless be required to consummate the transactions contemplated herebyclose, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (iA) to cause the such affected Assets affected by any such Casualty Loss 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 must be completed by may extend after the Closing Date), or (iiB) to indemnify Buyer and the Company Entities in a manner reasonably acceptable to Buyer against any Losses that Buyer or the any Company Entity reasonably incur incurs to repair the Assets subject to any such Casualty Lossaffected 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, the applicable Company Entity 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.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement Execution Date but prior to the Closing Date, any material portion of the Assets is damaged or destroyed or otherwise impaired by fire fire, explosion, tornado, hurricane, earthquake, earth movement, flood, water damage or other casualty or is taken in condemnation or under right of eminent domain (in each case, a “Casualty or Condemnation Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1.5% of the unadjusted Purchase Pricethen, Seller subject to Section 7.09(b), Buyer shall have the option nevertheless be required to exclude any affected Assets from close the transactions contemplated by this the Agreement and reduce without any change to the Purchase Price Price, and Sellers shall (w) pay to Buyer all sums paid to Sellers by the aggregate Allocated Values Third Parties by reason of such excluded Assets. If Seller opts Casualty or Condemnation Loss with respect to exclude any such Asset the Assets (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, net of amounts spent or incurred by written notice to Buyer delivered at least five Business Days Sellers prior to Closing, in the case Closing with respect to replacement or repair of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss or Condemnation Loss), (x) assign, transfer and set over to be repaired Buyer or restored subrogate Buyer to at least all of Sellers’ and their condition prior to Affiliates’ right, title and interest (if any) in insurance claims and proceeds, unpaid awards and other rights against Third Parties (excluding any Liabilities, other than insurance claims and proceeds, of or against any Seller Indemnified Parties) arising out of such Casualty Lossor Condemnation Loss with respect to the Assets, at Seller’s sole cost, risk (y) bear the costs of any deductibles or retentions with respect to any such insurance claims arising from any such Casualty or Condemnation Loss and expense, as promptly as reasonably practicable (which work must be completed by z) otherwise provide reasonable cooperation to Buyer (whether before or after the Closing Date)) in the pursuit of such insurance claims and proceeds, unpaid awards and other rights against Third Parties; 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 (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer asserting any such insurance claims or other rights against any Losses that Buyer or the Company reasonably incur to repair the Assets subject Third Parties with respect to any such Casualty or Condemnation Loss. In the case of condemnation or eminent domainExcept as expressly set forth hereinabove, 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, the Company Sellers shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing.

Casualty or Condemnation Loss. (a) If, prior to or after the date of this Agreement but in all cases prior to the Closing Date, any portion of the Assets is or has been damaged or destroyed by fire or other casualty (a “Casualty”) or is or has been taken in condemnation or under right of eminent domain (a “Casualty LossCondemnation Proceeding”), ) and the loss as a result amount of accrued but unpaid liability resulting from such Casualty or Condemnation Proceeding (which shall include the estimated amount of reduction in the fair market value of such Casualty Loss individually or Assets or, in the aggregate exceeds 1.5event of a Casualty, the estimated cost of repairing the Assets damaged or destroyed by such Casualty or replacing such Assets with assets of similar utility) (the “Restoration Costs”) is less than [***]% of the unadjusted Purchase Price, Seller in the aggregate, then Buyer shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate close and Seller, at the transactions contemplated herebyClosing, shall pay to Buyer (or its designee) all sums paid to Seller by third Persons 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 Seller’s and its Affiliate’s right, title and interest (if any) in insurance claims, unpaid awards and other rights against third parties arising out of such Casualty or Condemnation Proceeding with respect to the affected Assets; provided, however, that Seller shall electreserve and retain (and Buyer shall assign to Seller) all rights, by written notice to Buyer delivered at least five Business Days prior to Closingtitle, in the case of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk interests and expense, as promptly as reasonably practicable (which work must be completed by the Closing Date), or (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to any such Casualty Loss. 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, the Company shall retain all rights to insurance and other claims against third Persons with respect for the recovery of Seller’s and its Affiliate’s unpaid awards and other rights and 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 Loss, except to the extent the Parties otherwise agree in writingor Condemnation Proceeding.

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 1.5% of the unadjusted Purchase Price, Seller shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall retain such Retained Assets or cause the applicable Company Entity to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss 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 must be completed by the Closing Date), or (ii) to indemnify Buyer and the Company Entities in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company Entities reasonably incur to repair the Assets subject to any such Casualty Loss. 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, the Company Entities 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.

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 1.5% of the unadjusted Purchase Price, Seller shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer Xxxxx delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss 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 must be completed by the Closing Date), or (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to any such Casualty Loss. 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, the Company 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.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement 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 “Casualty LossCondemnation Proceeding”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1.5% of the unadjusted Purchase Price, Seller then Buyer shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated herebyclose and Sellers, and Seller at Closing, shall elect, by written notice pay to Buyer delivered at least five Business Days prior (or its designee) all sums paid to Closing, in the case Sellers by Third Parties by reason of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss 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 must be completed by the Closing Date), or (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to any such Casualty Loss. 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, the Company shall retain all rights to insurance and other claims against third Persons 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 Loss, except or Condemnation Proceeding with respect to the extent 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 otherwise agree or in writingdefending 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) If, after the date of this Agreement Execution Date but prior to the Closing Date, any portion of the Assets is damaged or destroyed by fire fire, flood, other Act of God, 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 1.5% of the unadjusted Purchase Price, Seller Buyer shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate close (subject to the transactions contemplated herebyother provisions of this Agreement), and Seller the Buyer shall elect, by written notice to Buyer Seller delivered at least five (5) Business Days prior to Closing, in the case of fire or other casualty, to require Seller either (i) to cause the Assets affected by any such Casualty Loss (other than condemnation or eminent domain) 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 must be completed by may extend after the Closing Date), or (ii) to fully indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses costs or expenses that Buyer or the Company reasonably incur incurs to repair or restore the Assets subject to any such Casualty Loss. In , or (iii) to remove and exclude such Asset or portion thereof from the case of condemnation or eminent domain“Assets” to be transferred and conveyed to Buyer at Closing and, the Parties shall work together in good faith accordingly, to reduce the Purchase Price to be paid at Closing by an amount equal to the Allocated Value of such Asset (or, if a portion of such Asset, such portion of such Allocated Value as shall be determined in a reasonable manner taking into account the net acreage (or applicable net acre feet, as appropriate) that the portion thereof) of such Asset affected by such Casualty Loss bears to the Assets net acreage (or portion thereofnet acre feet, as appropriate) taken in condemnation or under right of eminent domainthe entire Asset). In each case, the Company 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.

Casualty or Condemnation Loss. (a) The risk of loss due to fire or other casualty or due to condemnation shall be with Seller at all times prior to the Effective Time and shall be with Buyer thereafter. If, after the date of this Agreement but Effective Time and prior to the Closing DateClosing, all or any material portion of the Assets is Interests shall be damaged or destroyed by fire or other casualty or is any material portion of the Interests shall be taken in condemnation or under the right of eminent domain (“Casualty Loss”)or proceedings for such purposes shall be pending or threatened, and if the loss value of the Interests so damaged or destroyed or so taken (determined as a result set forth in Section 5.4(d) {5.3(d)} above) (i) is 20% or less of such Casualty Loss individually the Purchase Price, Buyer shall accept the Interests and shall be entitled to the Assigned Interest's share of all proceeds of insurance or in the aggregate from any condemnation with respect thereto, or (ii) exceeds 1.520% of the unadjusted Purchase Price, Seller Buyer shall have the option to exclude any affected Assets from the transactions contemplated by terminate this Agreement and reduce by delivering written notice of termination to the Purchase Price by the aggregate Allocated Values of such excluded AssetsSeller. If Seller opts Buyer gives such notice of termination, then this Agreement shall terminate and shall be of no further force or effect and the Promissory Note and the Common Stock (if delivered to exclude any Seller) shall be returned to Buyer. If the Interests are damaged, destroyed or condemned as set forth in clause (ii) above and Buyer does not elect to terminate pursuant to clause (ii), such Asset (collectively, Interests shall be conveyed to Buyer at the “Retained Assets”)Closing, Seller shall cause the Company to assign retain any insurance proceeds relating thereto and shall repair such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, damage or destruction caused by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (i) and Buyer shall be entitled to cause the Assets affected by all proceeds from any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Loss, at Seller’s sole cost, risk and expensecondemnation, as promptly as reasonably practicable (which work must be completed by the Closing Date), or (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to any such Casualty Loss. 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, the Company 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 writingmay be.

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 1.5% of the unadjusted Purchase Price, Seller shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall retain such Retained Assets or cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss 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 must be completed by the Closing Date), or (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to any such Casualty Loss. 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, the Company 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.

Casualty or Condemnation Loss. (a) If, after the date execution of this Agreement 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 (a “Casualty Loss”), Buyer shall, at its election, have the right to either (A) exclude the affected Asset from the Closing (in which case it shall be deemed to be an Excluded Asset under this Agreement, and the loss as a result Purchase Price shall be reduced by the Allocated Value thereof), or (B) close on the purchase of such Casualty Loss individually or affected Asset in the aggregate exceeds 1.5% of the unadjusted Purchase Pricewhich case (subject to each Party’s rights set forth in Section 11.01(d) and Buyer, Seller shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and at its sole election, may elect to: (i) reduce the Purchase Price by an amount agreed upon in writing by the aggregate Allocated Values Parties as being a reasonable estimate of such excluded Assets. If Seller opts to exclude any such Asset Casualty Loss, which amount shall not exceed the Allocated Value of the applicable Asset, (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (iii) agree with Sellers to cause the Assets affected by any such Casualty Loss to be repaired or restored to at least their condition prior to such Casualty Lossrestored, at Seller’s Sellers’ sole cost, risk and expense, as promptly as reasonably practicable (which work must be completed by may extend after the Closing DateDate only with Buyer’s prior written consent), or (iiiii) to indemnify Buyer and the Company in a manner reasonably acceptable have Sellers transfer to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to any 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. In If Buyer elects to proceed under Section 4.02(i) and the case of condemnation or eminent domain, Parties fail to agree by the Closing Date on the reduction to the Purchase Price (which agreement the Parties shall work together in use good faith efforts 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 casereach), the Company Buyer shall retain all rights to insurance and other claims against third Persons then proceed with respect to the such Casualty Loss, except Loss under either Section 4.02(ii) or Section 4.02(iii). If Buyer elects to the extent proceed under Section 4.02(ii) and the Parties otherwise fail to agree in writingby Closing on the terms of the agreement contemplated thereby (which agreement the Parties shall use good faith efforts to reach), Buyer shall then proceed with respect to such Casualty Loss under either Section 4.02(i) or Section 4.02(iii).

Casualty or Condemnation Loss. (a) If, after the date of this Agreement Execution Date but prior to the Closing Date, any portion of the Assets is damaged or destroyed or otherwise impaired by fire fire, explosion, tornado, hurricane, earthquake, earth movement, flood, water damage or other casualty or is taken in condemnation or under right of eminent domain (in each case, a “Casualty or Condemnation Loss”)) that, and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1.5% of the unadjusted Purchase Priceaggregate, has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect, then, subject to Section 7.09(b), Buyer shall have the option nevertheless be required to exclude any affected Assets from close the transactions contemplated by this the Agreement without any change to the Purchase Price, and reduce Sellers shall (i) pay to Buyer all sums paid to Sellers by Third Parties by reason of such Casualty or Condemnation Loss with respect to the Assets (net of amounts spent or incurred by Sellers prior to Closing with respect to replacement or repair of any such Casualty or Condemnation Loss), (ii) assign, transfer and set over to Buyer or subrogate Buyer to all of Sellers’ and their Affiliates’ 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 Seller Indemnified Parties) arising out of such Casualty or Condemnation Loss with respect to the Assets, (iii) to the extent any retention or deductible related to applicable insurance policies referred to in clause (ii) is not paid by Sellers prior to the Closing, the Purchase Price shall be reduced by the aggregate Allocated Values amount of such excluded Assets. If Seller opts to exclude any such Asset (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated herebyretention or deductible, and Seller shall elect, by written notice (iv) otherwise provide reasonable cooperation to Buyer delivered at least five Business Days prior to Closing, in the case of fire (whether before or other casualty, either (i) to cause the Assets affected by any such Casualty Loss 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 must be completed by after the Closing Date)) in the pursuit of such insurance claims, unpaid awards and other rights against Third Parties; 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 (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer asserting any such insurance claims or other rights against any Losses that Buyer or the Company reasonably incur to repair the Assets subject Third Parties with respect to any such Casualty or Condemnation Loss. In the case of condemnation or eminent domainExcept as expressly set forth hereinabove, 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, the Company Sellers shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing.

Casualty or Condemnation Loss. (a) If, after the date of this Agreement Execution Date but prior to the Closing Date, any material portion of the Assets is damaged or destroyed or otherwise impaired by fire fire, explosion, tornado, hurricane, earthquake, earth movement, flood, water damage or other casualty or is taken in condemnation or under right of eminent domain (in each case, a “Casualty or Condemnation Loss”), and the loss as a result of such Casualty Loss individually or in the aggregate exceeds 1.5% of the unadjusted Purchase Pricethen, Seller subject to Section 7.09(b), Buyer shall have the option nevertheless be required to exclude any affected Assets from close the transactions contemplated by this the Agreement and reduce without any change to the Purchase Price Price, and Sellers shall (w) pay to Buyer all sums paid to Sellers by the aggregate Allocated Values Third Parties by reason of such excluded Assets. If Seller opts Casualty or Condemnation Loss with respect to exclude any such Asset the Assets (collectively, the “Retained Assets”), Seller shall cause the Company to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, net of amounts spent or incurred by written notice to Buyer delivered at least five Business Days Sellers prior to Closing, in the case Closing with respect to replacement or repair of fire or other casualty, either (i) to cause the Assets affected by any such Casualty Loss or Condemnation Loss), (x) assign, transfer and set over to be repaired Buyer or restored subrogate Buyer to at least all of Sellers’ and their condition prior to Affiliates’ right, title and interest (if any) in insurance claims and proceeds, unpaid awards and other rights against Third Parties (excluding any Liabilities, other than insurance claims and proceeds, of or against any Seller Indemnified Parties) arising out of such Casualty Lossor Condemnation Loss with respect to the Assets, at Seller’s sole cost, risk (y) bear the costs of any deductibles or retentions with respect to any such insurance claims arising from any such Casualty or Condemnation Loss and expense, as promptly as reasonably practicable (which work must be completed by z) otherwise provide reasonable cooperation to Buyer (whether before or after the Closing Date)) in the pursuit of such insurance claims and proceeds, unpaid awards and other rights against Third Parties; 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 (ii) to indemnify Buyer and the Company in a manner reasonably acceptable to Buyer asserting any such insurance claims or other rights against any Losses that Buyer or the Company reasonably incur to repair the Assets subject Third Parties with respect to any such Casualty or Condemnation Loss. In the case of condemnation or eminent domainExcept as expressly set forth hereinabove, 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, the Company Sellers shall retain all rights to insurance insurance, condemnation awards and other claims against third Persons Third Parties with respect to the Casualty Loss, casualty or taking except to the extent the Parties otherwise agree in writing.. 44

Casualty or Condemnation Loss. Notwithstanding anything contained herein to the contrary, from and after the Effective Date, if the Closing occurs, Corporation shall assume all risk of loss with respect to production of Hydrocarbons through normal depletion (aincluding watering out of any Well, collapsed casing, or sand infiltration of any Well) and the depreciation of the Facilities and other equipment due to ordinary wear and tear, in each case, with respect to the Assets, and Corporation shall not assert such matters as Casualty Losses hereunder. If, after during the date of this Agreement but prior to the Closing DateInterim Period, any portion of the Assets is destroyed destroyed, damaged or made unusable for its intended purpose by a fire or other casualty or is taken in condemnation or under right of eminent domain (each a “Casualty Loss”), then (a) Contributor will notify Corporation promptly after Contributor learns of such Casualty Loss, (b) except in the event this Agreement is terminated pursuant to Section 13.1, Corporation will nevertheless be required to proceed to Closing, and, for purposes of clarity, the Consideration will not be adjusted in respect of such Casualty Loss, and (c) (i) if the loss as a result aggregate amount of Liabilities suffered by Contributor in respect of such Casualty Loss individually equals or in the aggregate exceeds 1.5% of the unadjusted Purchase Price, Seller shall have the option to exclude any affected Assets from the transactions contemplated by this Agreement and reduce the Purchase Price by the aggregate Allocated Values of such excluded Assets. If Seller opts to exclude any such Asset $750,000 (collectively, the “Retained AssetsCasualty Loss Threshold”), Seller shall cause the Company Contributor may elect to assign such Retained Assets to Seller before Closing. If Seller elects not to elect the option to exclude such affected Assets, Buyer shall, at Seller’s election, nevertheless be required to consummate the transactions contemplated hereby, and Seller shall elect, by written notice to Buyer delivered at least five Business Days prior to Closing, in the case of fire or other casualty, either (iA) to cause the Assets affected by any such Casualty Loss to be repaired repaired, replaced or restored restored, to at least their condition prior to such Casualty Loss, at SellerContributor’s sole cost, risk and expense, as promptly as reasonably practicable (which work must be completed by may extend after the Closing Date) (in which case, (I) Contributor shall be entitled to all amounts received by any Party from a Third Party in respect of the applicable Casualty Loss and shall be entitled to all insurance claims, unpaid award and other rights against Third Parties arising out of such Casualty Loss and (II) to the extent Corporation receives any amounts from Third Parties in respect thereof, Corporation shall promptly remit such amounts to Contributor) or (B) upon the occurrence of Closing, pay to Corporation all sums paid to Contributor by Third Parties by reason of any such Casualty Loss (to the extent related to the Assets), and, in such case, Contributor shall assign, transfer and set over to Corporation or subrogate Corporation to all of Contributor’s right, title and interest (if any) in insurance claims, unpaid awards, and other rights against Third Parties arising out of such Casualty Loss insofar as with respect to the Assets, or (ii) if the aggregate amount of Liabilities suffered by Contributor in respect of such Casualty Loss does not exceed the Casualty Loss Threshold, upon the occurrence of Closing, Contributor shall pay to indemnify Buyer and the Company in a manner reasonably acceptable Corporation all sums paid to Buyer against any Losses that Buyer or the Company reasonably incur to repair the Assets subject to Contributor by Third Parties by reason of any such Casualty Loss. 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 Loss (to the Allocated Value extent related to the Assets), and shall assign, transfer and set over to Corporation or subrogate Corporation to all of Contributor’s right, title and interest (or applicable portion thereofif any) of the Assets (or portion thereof) taken in condemnation or under right of eminent domain. In each caseinsurance claims, the Company shall retain all rights to insurance unpaid awards, and other claims rights against third Persons Third Parties arising out of such Casualty Loss insofar as with respect to the Casualty Loss, except to the extent the Parties otherwise agree in writingAssets.