Casualty Prior to Closing Under Option Sample Clauses

Casualty Prior to Closing Under Option. If any damage to or destruction of the Property Portfolio by fire or other casualty shall have occurred prior to the closing under the Option, whether before or after Tenant shall have given notice of the exercise of the Option, such damage or destruction shall not affect the Option, and Tenant may purchase the ownership interest in Landlord in accordance with the provisions of this Section (except to the extent that any part of the insurance proceeds for such damage or destruction is paid to Landlord or any Fee Mortgagee, or Landlord or any Fee Mortgagee shall be entitled to such proceeds, and such proceeds shall not have been used for restoration or paid by Landlord or such Fee Mortgage to Tenant, or any rights thereto shall not have been assigned, transferred and set over to Tenant, then the Option Price shall be reduced by the amount of such proceeds). If such fire or other casualty shall have occurred prior to the closing under the Option, and any claim for the proceeds of fire insurance shall not have been fully adjusted, and/or any proceeds of fire insurance shall not have been paid to Landlord or any Fee Mortgagee, Landlord, at the closing under the Option shall assign, transfer and set over to Tenant all of Landlord’s right, title and interest in and to all such proceeds, and, prior to such closing (provided the Option still is in effect), shall authorize and empower Tenant, in the name of Landlord or otherwise, to file what would otherwise be Landlord’s insurance claims, and to adjust, collect, receipt for and retain the same, and to negotiate, litigate or settle such insurance claims, and Landlord shall cooperate with Tenant and shall execute and deliver to Tenant documents required to enable Tenant to adjust such claims and prosecute any proceeding in connection therewith. In addition, the parties agree that if the damage or destruction has occurred after Tenant has given notice of the exercise of the Option, Tenant may, within twenty (20) Business Days following the damage or destruction, rescind the Purchase Option by written notice to Landlord (in which event this Lease shall continue and the provisions of Article 17 shall apply). Landlord and Tenant waive any provisions of any statute in regard to damage or destruction by fire or other casualty and agree that the provisions of this Section shall govern and control in lieu of such statute.
Sample 1
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Related to Casualty Prior to Closing Under Option

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • OBLIGATIONS PRIOR TO CLOSING From the date of this Agreement through the Closing:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Effectiveness and Events Requiring Notice to the Representative The Company will use all reasonable efforts to cause the Registration Statement to remain effective and will notify the Representative immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event during the period described in Section 3.4 hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Preliminary Prospectus and/or the Prospectus untrue or that requires the making of any changes in the Registration Statement, the Preliminary Prospectus and/or the Prospectus in order to make the statements therein, (with respect to the Prospectus, in light of the circumstances under which they were made), not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

  • Effectiveness and Events Requiring Notice to the Representatives The Company will use its best efforts to cause the Registration Statement to remain effective and will notify the Representatives immediately and confirm the notice in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus or of the initiation, or the threatening, of any proceeding for that purpose; (iii) of the issuance by any foreign or state securities commission of any proceedings for the suspension of the qualification of the Public Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission; and (vi) of the happening of any event that, in the reasonable judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, and in light of the circumstances under which they were made, not misleading. If the Commission or any foreign or state securities commission shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

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