Casualty Prior to Closing. If the Property is damaged or destroyed by fire or other casualty prior to Closing, Seller shall give Buyer prompt notice thereof, which notice shall include Seller’s reasonable estimate of: (1) the cost to restore and repair the damage; (2) the amount of insurance proceeds, if any, available for the same; and (3) whether the damage can be repaired prior to Closing. Within ten (10) days after receiving any such notice from Seller, Buyer may terminate this Agreement by delivering written notice to Seller of such termination. In such event, Holder shall promptly refund the Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement. If Buyer does not terminate this Agreement within such ten (10) day period, Seller shall promptly make any agreed-upon repairs and replacements in a good and workmanlike manner prior to Closing, and Buyer shall be deemed to have accepted Property with the damage (subject to any such agreed-upon repairs by Seller) and shall receive at Closing: (1) a credit against the Purchase Price for any insurance proceeds which have been paid to Seller but have not been spent on any agreed-upon repairs; (2) an assignment of Seller’s claim for all unpaid insurance proceeds; and (3) a credit against the Purchase Price for any unpaid deductible that may be required in connection with any such unpaid insurance proceeds.
Casualty Prior to Closing. The risk of any loss, destruction or other damage, other than ordinary wear and tear, between the date of execution hereof and the completion of the Closing, shall be solely that of the Seller. If before the completion of the Closing, any of the Seller's machinery or equipment which is the subject of this Agreement is damaged by fire, casualty or any other cause: (A) if the replacement or repair cost is $10,000 or more, the Purchaser may either: (x) terminate this Agreement without liability or (y) complete the Closing hereunder in which event the Purchaser shall be entitled to a credit to the insurance proceeds arising with respect to such damage, and (B) if such replacement or repair cost, as the case may be, is less than $10,000, the Purchaser shall be obligated to complete the Closing hereunder and shall be entitled to the insurance proceeds arising with respect to such damage.
Casualty Prior to Closing. If prior to Closing Date any of the Assets shall be damaged by fire or any other casualty, the Buyer shall have the option (i) of terminating this Agreement without liability, or (ii) to waive diminution in value and close under this Agreement, buying the Assets “as is,” in which event the Buyer shall be entitled to receive the proceeds of any insurance paid to Seller by reason of such loss or damage.
Casualty Prior to Closing. If before completion of the Closing any of the Seller's Assets are damaged by fire, casualty, or any other cause, Buyer may, in Buyer's sole discretion, terminate this Agreement. Buyer shall also have the option to proceed to closing, in which case the insurance settlement proceeds shall be applied and distributed as follows: First, the obligations to MD SASS Municipal Finance Partners II, L.P., the American Red Cross and GP Strategies Corporation shall be satisfied and any remaining proceeds shall be split equally between Buyer and Seller.
Casualty Prior to Closing. In the event that, prior to Closing, any Purchased Asset shall be damaged by fire, casualty or any other cause resulting in Seller not being able to satisfy one or more closing conditions, Seller shall promptly notify Parent, which shall then have the option to waive such closing condition or terminate this Agreement. If Parent elects to waive the closing condition, Parent shall have the option to (i) have Seller deliver the insurance proceeds to Acquisition Sub at Closing or require Seller to assign the insurance proceeds at Closing to Acquisition Sub if such proceeds have not yet been received, which in either case shall become Purchased Assets or (ii) if the damaged assets can be restored or replaced prior to Closing, direct Seller to use the insurance proceeds prior to the Closing to restore or replace the Purchased Assets that were lost or damaged. If the insurance proceeds are delivered or assigned to Acquisition Sub at Closing, any liabilities related to the restoration or replacement of the damaged assets shall become Assumed Liabilities. If Seller has restored or replaced the damaged assets prior to Closing but has not yet received the insurance proceeds, such proceeds shall become Excluded Assets.
Casualty Prior to Closing. SECTION 5.04.
Casualty Prior to Closing. If, prior to the Closing, a material part (as defined in this Section 13) of the Real Estate is destroyed or damaged by fire or other casualty, Seller will promptly notify Purchaser of such fact, and Purchaser will have the right to terminate this Agreement by giving notice to Seller not later than ten (10) days after notice from Seller to Purchaser. For the purposes hereof, a "material part" of the Real Estate will mean a part of the Real Estate which will cost in excess of $10,000.00 to repair. If Purchaser does not elect to terminate this Agreement as aforesaid, or if there is damage to or destruction of less than a material part of the Real Estate by fire or other casualty, there will be no abatement of the Purchase Price.
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Casualty Prior to Closing. If at any time prior to the Closing Date any of the fixed assets of the Facility are missing or damaged in material amounts (materiality for such purposes meaning any loss in book value on the books of Seller in excess of $100,000.00) and the Business of the Facility is materially interrupted or likely will be materially interrupted for a period in excess of sixty (60) days, except for damage or loss through use and wear in the Ordinary Course of Business, Buyer shall have the right, at its option, (a) to complete the purchase of the Facility pursuant to this Agreement and receive the greater of (i) insurance proceeds (if any) payable to Seller or Buyer as a result of such damage or loss or (ii) a payment equal to the net book value of the missing or damaged fixed assets from Seller or (b) in the alternative, to terminate this Agreement, in which event it shall have no further claim against Seller or to any insurance proceeds and neither Seller nor Buyer shall have any claim against the other, and Buyer shall receive back its deposits.
Casualty Prior to Closing. Developer bears the risk of loss of the Property prior to Closing. If any time prior to the Closing any portion of the Property is destroyed or damaged by fire or any other casualty whatsoever, Developer shall give notice thereof to Investor. Investor shall give notice to Developer within ten (10) business days of Investor's receipt of the written determination of the cost of repair and restoration of Investor's election to either (1) require Developer to proceed with the necessary repairs or (2) for the Company to accept the insurance proceeds payable because of the destruction or damage; provided, however, that if Investor elects the second option, Investor shall indemnify Developer and the Company from any claim from tenants regarding a failure to restore the Property when such restoration was required by a Tenant Lease. If Investor elects to have Developer make such repairs, Developer shall endeavor to repair such damage as promptly as is reasonably possible following receipt of such proceeds, restoring the damaged Property to the condition contemplated by this Agreement; and in such event, the Closing shall be deferred until the Property has been restored to at least its condition prior to such damage or destruction but in no event beyond November 1, 1999 (subject to extension due to force majeure, but not to exceed thirty (30) additional days in any event). If Developer fails to restore and repair the damaged Property by such date or if the estimated time necessary to complete the required repairs will be later than November 1, 1999 (subject to extension due to force majeure, but not to exceed thirty (30) additional days in any event), Investor shall have the right to terminate this Agreement. If Investor elects for the Company to accept the insurance proceeds, then Developer shall be excused from making repairs, but shall pay or assign to the Company at Closing any and all claims and insurance proceeds payable for such damage, plus an amount equal to any deductible payable under any policy of insurance maintained (or required to be maintained) by Developer and the sale shall be closed without Developer repairing such damage. Notwithstanding the foregoing, if Investor elects to have the insurance proceeds applied to restoration, but Developer believes that it will be unable to complete the restoration by November 1, 1999, and the Parcel is not a Key Parcel, Developer may remove the affected Parcel from the Property (and the Contribution Amount will b...
