Common use of Casualty or Condemnation Loss Clause in Contracts

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, 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. (b) If, after the Execution Date date of this Agreement 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”)domain, then and the aggregate amount of any such loss or taking exceeds 20% of the Purchase Price, either party shall have the right to terminate this Agreement and Buyer shall nevertheless be entitled to promptly receive the Break-Up Fee from the Escrow Agent. If the aggregate amount of any such loss or taking is 20% or less of the Purchase Price, Buyer shall be required to close close. If the loss as a result of such individual casualty or taking exceeds $3,000,000 and Sellersthe parties 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) Seller, at Closing, shall pay to Buyer (or its designee) all sums paid or payable to Sellers Seller by Third Parties by reason of such Casualty casualty or Condemnation Proceeding taking insofar as with respect to the affected Assets and shall assign, transfer and set over to Buyer or Buyer’s designee subrogate Buyer to all of Sellers’ Seller’s right, title and interest (if any) in recovery proceedsinsurance claims, unpaid awards and other rights against Third Parties (excluding any liabilities or claims Liabilities, other than insurance claims, of or against Sellers or any of their respective Affiliates and RepresentativesSeller Indemnified Parties) arising out of such Casualty casualty or Condemnation Proceeding taking insofar as with respect to the affected Assets; provided, however, that Sellers in the case of (ii), Seller shall reserve and retain (and Buyer shall assign to SellersSeller) all rights, title, interests and claims against Third Parties for the recovery of Sellers’ Seller’s costs and expenses incurred prior to the Closing Date in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in connection such condemnation or eminent domain action with respect to the Assets. In the case of (i), Seller shall retain all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Casualty Asset or Condemnation Proceeding; providedportion thereof occurs prior to the Closing Date, furtherBuyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s 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 incurred prior to the other Party prior Closing in defending or asserting rights in such action with respect to Closingthe Assets.

Casualty or Condemnation Loss. If, after the Execution Date but prior to the Closing Date, all or any portion of the Assets Properties is damaged or destroyed by fire or other casualty (a “Casualty”) or is taken in condemnation or under right of eminent domain (a such portion of the Properties, the “Condemnation ProceedingCasualty Properties”), 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 the Loss as a result of such Casualty individual casualty or Condemnation Proceeding taking exceeds $100,000, Seller, with respect to each Casualty Property, shall elect by written notice to Buyer prior to Closing either: (i) to cause the affected Assets Casualty Property to be repaired or restored to at least its condition prior to the applicable casualty, at Seller’s sole cost (without an adjustment to the Base Purchase Price pursuant to Section 2.3 or otherwise), as promptly as reasonably practicable (which work may extend after the Closing Date); or (ii) to convey the Casualty Property to a Seller-designated Affiliate and reduce the Base Purchase Price by the Allocated Value of the Casualty Property (and Seller’s election under clause (ii) shall not be considered a Title Defect and the reduction of the Base Purchase Price therefore shall not be used in meeting the Title Defect Deductible). In either case, Seller or its designated Affiliate) shall be entitled to (and, if applicable, shall be assigned from the Company 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 Sellersbe subrogated to) all rightsright, title, interests and interest in and to all rights of insurance and other claims against Third Parties for that arise from or by their terms cover the recovery of Sellers’ costs and expenses incurred prior to the Closing in pursuing applicable casualty 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; providedtaking, 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 including all proceeds which may terminate this Agreement upon written notice to the other Party prior to Closingarise thereunder.

Casualty or Condemnation Loss. (a) Notwithstanding anything herein to the contrary, from and after the Effective Time, subject to the occurrence of 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. (b) If, after during the Execution Date but prior to the Closing DateInterim Period, 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”)domain, then Buyer shall nevertheless be required to close consummate the Closing, and SellersSeller shall elect (in its sole discretion) 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) at Closing, shall to pay to Buyer (or its designee) all sums paid or payable to Sellers Seller by Third Parties by reason of such Casualty casualty or Condemnation Proceeding taking insofar as with respect to the affected Assets and shall assign, transfer and set over to Buyer or Buyer’s designee subrogate Buyer to all of Sellers’ Seller’s right, title and interest (if any) in recovery proceedsinsurance claims, unpaid awards and other rights against Third Parties (excluding any liabilities or claims Liabilities, other than insurance claims, of or against Sellers or any of their respective Affiliates and RepresentativesSeller Indemnitees) arising out of such Casualty casualty or Condemnation Proceeding taking insofar as with respect to the affected Assets; provided, however, that Sellers in the case of (ii), Seller shall reserve and retain (and Buyer shall assign to SellersSeller) all rights, title, interests and claims against Third Parties for the recovery of Sellers’ Seller’s costs and expenses incurred prior to the Closing Date in pursuing or asserting any such insurance claims or other rights against Third Parties or in defending or asserting rights in connection such condemnation or eminent domain action with respect to the Assets. In the case of (i), Seller shall retain all rights to insurance, condemnation awards and other claims against Third Parties with respect to the casualty or taking except to the extent the Parties otherwise agree in writing. (c) If any action for condemnation or taking under right of eminent domain is pending or threatened with respect to any Asset or portion thereof after the date of this Agreement, but no taking of such Casualty Asset or Condemnation Proceeding; providedportion thereof occurs prior to the Closing Date, furtherBuyer shall nevertheless be required to close and Seller, at Closing, shall assign, transfer and set over to Buyer or subrogate Buyer to all of Seller’s right, title and interest (if any) in such condemnation or eminent domain action, including any future awards therein, insofar as they are attributable to the Assets threatened to be taken, except that Seller shall reserve and retain (and Buyer shall assign to Seller) all rights, titles, interests and claims against Third Parties for the recovery of Seller’s 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 incurred prior to the other Party prior Closing in defending or asserting rights in such action with respect to Closingthe Assets.

Casualty or Condemnation Loss. (a) If, prior to or after the Execution Date date of this Agreement but in all cases prior to the Closing Date, all or 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 “Condemnation Proceeding”)) and the 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 Assets or, in the event 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 Purchase Price, in the aggregate, then Buyer shall nevertheless be required to close and SellersSeller, at the Closing, shall pay to Buyer (or its designee) all sums paid to Sellers Seller by Third Parties 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 Sellers’ Seller’s and its Affiliate’s right, title and interest (if any) in recovery proceedsinsurance claims, 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) third parties arising out of such Casualty or Condemnation Proceeding with respect to the affected Assets; provided, however, that Sellers Seller shall reserve and retain (and Buyer shall assign to SellersSeller) all rights, title, interests and claims against Third Parties third Persons for the recovery of Sellers’ 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 third parties or in defending or asserting rights in connection with such Casualty or Condemnation Proceeding; provided. (b) If, furtherprior to or after the date of this Agreement but in all cases prior to the Closing Date, if any portion of the costs Assets is destroyed by a Casualty or is taken by a Condemnation Proceeding and expenses associated with any the Restoration Costs resulting from such Casualty and/or or Condemnation Proceedings exceed (Proceeding is equal to or are likely to exceed), in aggregate, ten percent (10%) excess of [***]% of the Purchase Price, in the aggregate, then Buyer shall nevertheless be required to close and Seller shall have the right to elect to (i) reduce the Purchase Price by the Restoration Costs relating to such Casualty or Condemnation Proceeding or (ii) have Seller repair and restore the affected Asset at Seller’s sole cost and expense (which repair and restoration may extend post-Closing) and (in either Party case) Seller shall be entitled to all sums paid to Seller by third Persons by reason of such Casualty or Condemnation Proceeding with respect to the ***Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. affected Transferred Assets and all rights, title, interests and claims against third Persons arising out of or relating to such Casualty or Condemnation Proceeding. (c) 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 destroyed by a Casualty or is or has been taken by a Condemnation Proceeding and the Restoration Costs resulting from such Casualty or Condemnation Proceeding is equal to or in excess of [***]% of the Purchase Price, in the aggregate, then Buyer may terminate this Agreement upon written notice to the other Party prior to ClosingSeller.