CASUALTY, RISK OF LOSS. Sellers shall bear the risk of all loss or damage to any of the Assets from all causes which occur prior to the Closing. If at any time prior to the Closing any portion of the Assets is damaged or destroyed as a result of fire, other casualty or for any reason whatsoever, Sellers shall immediately give notice thereof to Buyer. Buyer shall have the right, in its sole and absolute discretion, within ten (10) days of receipt of such notice, to (1) elect not to proceed with the Closing and terminate this Agreement, or (2) proceed to Closing and consummate the transactions contemplated hereby and receive any and all insurance proceeds received or receivable by any Group Members on account of any such casualty. Nothing contained in this Section 12.1 shall limit or adversely affect the right of Buyer and IHS to receive indemnification for any Losses incurred by either of them by reason of any breach by any Group Participant of any representation, warranty or obligation under this Agreement in accordance with Section 10.2 hereof (and for such purposes such Section 10.2 shall survive the termination of this Agreement).
CASUALTY, RISK OF LOSS. The Seller shall bear the risk of all loss or damage to the Purchased Assets from all causes and all loss or damage arising out of or related to the operation of the Purchased Business through the Closing. If at any time prior to the Closing any portion of the Purchased Assets is damaged or destroyed as a result of fire, other casualty or for any reason whatsoever, or in the event condemnation or eminent domain proceedings (or private purchase in lieu thereof) shall be commenced by any public or quasi-public authority having jurisdiction against all or any part of the Purchased Assets, the Seller shall immediately give notice thereof to the Purchaser. The Purchaser shall have the right, in its sole and absolute discretion, within 10 days of receipt of such notice, to (i) if any material portion of the Purchased Assets is so damaged, destroyed or condemned, elect not to proceed with the Closing and terminate this Agreement in which case the Deposit and Deposit Interest shall be returned to the Purchaser within two Business Days of such election and the Parties shall have no further obligation or liability to one another, or (ii) proceed to Closing and consummate the transactions contemplated hereby and receive any and all insurance proceeds received together with all deductible amounts or receivable by the Seller on account of any such casualty.
CASUALTY, RISK OF LOSS. Shareholder shall bear the risk of all loss or damage to any of the Assets from all causes which occur prior to the Closing. If at any time prior to the Closing any of the Assets are damaged or destroyed as a result of fire, other casualty or for any reason whatsoever and such will likely have a material adverse effect on the operation or financial condition of the Company and Medi-Serve, taken as a whole, Shareholder shall immediately give notice thereof to Buyer. Buyer shall have the right, in its sole and absolute discretion, within ten (10) days of receipt of such notice, to (1) elect not to proceed with the Closing and terminate this Agreement, or (2) proceed to Closing and consummate the transactions contemplated hereby and receive any and all insurance proceeds received or receivable by the Company, Medi-Serve, any Subsidiary or Shareholder on account of any such casualty (and such insurance proceeds shall not be included as current assets for purposes of determining Closing Date Working Capital). Nothing contained in this Section 13.1 shall limit or adversely affect the right of Buyer to receive indemnification for any Losses incurred by it by reason of any breach by Shareholder, Medi-Serve or the Company of any representation, warranty or obligation under this Agreement in accordance with Section 11.2 hereof (and for such purposes such Section 11.2 shall survive the termination of this Agreement).
CASUALTY, RISK OF LOSS. Seller shall bear the risk of all loss or damage to the Assets from all causes, until the Closing. If at any time prior to the Closing any portion of the Assets is damaged or destroyed as a result of fire, other casualty or for any reason whatsoever, Seller shall immediately give notice thereof to Buyer. Buyer shall have the right, in its sole and absolute discretion, within ten (10) days of receipt of such notice, to (1) elect not to proceed with the Closing and terminate this Agreement, or (2) proceed to Closing and consummate the transactions contemplated hereby and receive any and all insurance proceeds received or receivable by Seller on account of any such casualty.
CASUALTY, RISK OF LOSS. If during the Interim Period the property or assets of any of the Companies are damaged or suffer any other casualty (each such event, an “Event of Loss”), or are taken by a Governmental Authority by exercise of the power of eminent domain (each, a “Taking”), then the following provisions of this Section 6.15 shall apply:
CASUALTY, RISK OF LOSS. In the event that the Property is damaged or destroyed by fire or other casualty, Seller shall promptly notify Purchaser in writing. If the value of such damage or destruction, as reasonably estimated by Seller, is in excess of $320,000, then Purchaser may, by giving written notice to Seller within five (5) days after receipt of such notice from Seller, terminate this Contract, whereupon the Deposit shall be immediately returned to Purchaser and both parties shall have no further liability hereunder except for Purchaser’s indemnification obligations under Sections 6 and 25. In the event that Purchaser shall fail to give notice of termination as and when required hereby or such casualty is estimated to be equal to or less than $320,000, then Purchaser shall be required to proceed to Closing under this Contract without reduction of the Purchase Price and all insurance proceeds, as well as all unpaid claims and rights in connection with such casualty, will be assigned to Purchaser at Closing. Except as provided in this Section 17, Seller shall bear the risk of loss until Closing, regardless of whether the deed of conveyance is not recorded until later.
CASUALTY, RISK OF LOSS. If at any time prior to the Closing any portion of the Property is damaged or destroyed as a result of fire, other casualty or for any reason whatsoever. Buyer shall have the right, in its sole and absolute discretion, within thirty (30) days of receipt of such notice (and the scheduled Closing Date shall be correspondingly extended), to (1) elect not to proceed with the Closing and terminate this Agreement, or (2) proceed to Closing and consummate the transactions contemplated hereby and receive any and all insurance proceeds received or receivable by Seller on account of any such casualty, in which case Buyer shall be deemed to have accepted the Property in its damaged condition and waived any right to indemnification or other claim due from Seller with respect to such casualty.
CASUALTY, RISK OF LOSS. The Selling Parties shall bear the risk of all loss or damage to the Assets from all causes, until the Closing. If at any time prior to the Closing any portion of the Assets is damaged or destroyed as a result of fire, other casualty or for any reason whatsoever, or in the event condemnation or eminent domain proceedings (or private purchase in lieu thereof) shall be commenced by any public or quasi-public authority having jurisdiction against all or any part of the Assets, the Selling Parties shall immediately give notice thereof to Buyer. Buyer shall have the right, in its sole and absolute discretion, within ten (10) days of receipt of such notice, to (1) elect not to proceed with the Closing and terminate this Agreement or (2) proceed to Closing and consummate the transactions contemplated hereby and receive any and all insurance proceeds received or receivable by the Selling Parties on account of any such casualty.
CASUALTY, RISK OF LOSS. Buyer shall bear the risk of all loss or damage to the Assets through each Closing. If any of the Assets are damaged or destroyed, in whole or in part, as a result of any cause at any time before a Closing Date, Buyer shall nonetheless purchase the Assets and proceed to the applicable Closing. All insurance proceeds payable on account of any such casualty shall belong to Buyer. In the event of any condemnation or taking related to any portion of the Real Property, Seller shall assign to Buyer its rights to any condemnation proceeds resulting from such condemnation or taking at the applicable Closing.
CASUALTY, RISK OF LOSS. All risk of loss with respect to the Property shall be Seller's until the Closing. However, if the Property shall be damaged by fire or other casualty prior to Closing to the extent that it will require $50,000 or more to repair such damage, as determined by an adjustor reasonably acceptable to Buyer and Seller (such determination being the "Repair Estimate"), then Buyer shall elect, by written notice to Seller within two (2) business days following Buyer's receipt of the Repair Estimate and all applicable information in the insurance policy, either to (i) proceed to Closing, whereupon (A) Seller shall assign to Buyer Seller's right to receive any casualty insurance proceeds payable as a result of such casualty damage, up to the amount of the Repair Estimate, (B) Seller shall pay to Buyer any amount, up to the deductible amount on Seller's casualty policy, by which the Repair Estimate exceeds the insurance proceeds, and (c) Buyer shall not then be able to seek any other damages or compensation from Seller; or (ii) terminate this Agreement, in which event this Agreement shall terminate as provided in Section 2.3. If Buyer fails to so provide such notice, Buyer shall conclusively be deemed to have elected to terminate this Agreement, which termination shall occur as provided in Section 2.3. In the event of any casualty resulting in damage that will require less than $50,000 to repair, the parties at Buyer's option shall proceed to Closing, whereupon (X) Seller shall assign to Buyer Seller's right to receive any casualty insurance proceeds payable as a result of such casualty damage, up to the amount of the Repair Estimate, (Y) Seller shall pay to Buyer the applicable deductible amount and any uninsured portion of such damage, and (Z) Buyer shall not then be able to seek any other damages or compensation from Seller. Notwithstanding the foregoing, all risk of loss as to the Property shall remain with Seller until Closing.
