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. Shareholders 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 any Facility, Shareholders' Representative 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, any Subsidiary or any 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 nor shall the cost of such reconstruction be included as a liability to the extent of insurance reasonably collectible with respect thereto). Nothing contained in this Section 14.1 shall limit or adversely affect the right of Buyer to receive indemnification for any Losses incurred by it by reason of any breach by any Shareholder or the Company of any representation, warranty or obligation under this Agreement in accordance with Section 12.2 hereof (and for such purposes such Section 12.2 shall survive the termination of this Agreement).
CASUALTY, RISK OF LOSS. Sellers 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, 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 (a) elect not to proceed with the Closing and terminate this Agreement or (b) proceed to Closing and consummate the transactions contemplated hereby and receive any and all insurance proceeds received or receivable by Sellers on account of any such casualty.
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.
CASUALTY, RISK OF LOSS. The Seller shall bear the risk of all loss or damage to any of the Assets from all causes, and all loss or damage arising out of or related to the operation of Seller's business from the date hereof until the respective Closing. If at any time prior to the respective Closing with respect to such Assets, any material portion of such Assets are 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 such Assets, Seller shall immediately give notice thereof to Buyer. Buyer shall have the right, in its sole and absolute discretion, within 10 days of receipt of such notice, to (i) elect not to proceed with the Closing with respect to such Assets and terminate this Agreement with respect to such Assets, or (ii) proceed to Closing with respect to such Assets and consummate the transactions contemplated hereby and receive any and all insurance proceeds received by the Company on account of any such casualty.
CASUALTY, RISK OF LOSS. In the event that, after the end of the Due Diligence Period, all or a material portion of the Property should be damaged or destroyed by fire or other casualty prior to Closing (any such casualty, a “Material Casualty”), Developer may, at Developer’s sole option, by written notice to City delivered within ten (10) Business Days of receiving written notice from City of such event, elect either to:
(a) terminate this Agreement and promptly receive a refund of the Xxxxxxx Money Deposit, whereupon, except for those City’s Surviving Obligations and Developer’s Surviving Obligations that survive termination of this Agreement, Developer and City shall have no further obligations or liabilities under this Agreement; or
(b) close the transaction contemplated by this Agreement. In the event of a fire or other casualty that is not a Material Casualty, or if there is a Material Casualty and Developer elects to proceed pursuant to Section 6.10(b) above, (i) Developer shall purchase the Property in accordance with the terms hereof without a reduction in the Purchase Price, and (ii) City shall transfer and assign to Developer at Closing, in a manner reasonably satisfactory to Developer, all insurance proceeds payable on account of such damage. With respect to any Material Casualty, Developer shall be deemed to have elected to proceed under Section 6.10(a) unless, within ten (10) Business Days from written notice of such Material Casualty, Developer provides City with written notice that Developer elects to close the transaction pursuant to Section 6.10(b).
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:
(a) Following the occurrence of (i) any one or more Events of Loss, if the aggregate costs to restore, repair or replace the property or assets of the Companies subject to such Event of Loss to a condition reasonably comparable to their prior condition plus the amount of lost profits associated with such Event of Loss, such amount pursuant to this clause (i) to be determined by agreement between the Parties, and failing such agreement, by an independent third party appraiser mutually selected by the Parties (collectively, “Restoration Costs”) and/or (ii) any one or more Takings, if the value of the property subject to such Taking plus any lost profits associated with such Taking, less any condemnation award received by Purchaser (provided that any such condemnation award is made available to Purchaser), such amount pursuant to this clause (ii) to be determined by agreement between the Parties, and failing such agreement, by an independent third party appraiser mutually selected by the Parties (collectively, the “Condemnation Value”), is, in the aggregate, less than or equal to $10,000,000, there shall be no effect on the transactions contemplated hereby, and Purchaser shall be entitled to all insurance proceeds or condemnation proceeds applicable thereto (net of amounts expended by Sellers in connection with any repair, replacement or restoration work).
(b) Subject to the termination right of Purchaser and Sellers set forth in clause (e) below, upon the occurrence of any one or more Events of Loss and/or Takings involving aggregate Restoration Costs and Condemnation Value in excess of $10,000,000 (a “Major Loss”):
(i) Sellers shall have, in the case of a Major Loss relating solely to one or more Events of Loss with respect to any Facility other than a Subject Facility, the option, exercised by notice to Purchaser, to restore, repair or replace the damaged assets or properties prior to the Closing to a condition reasonably comparable to their prior condition. If Sellers elect to so restore, repair or replace the assets or properties relating to a Major Loss, which election shall be made by notice to Purchaser prior to the Closing Date and ...
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. The Companies shall bear the risk of all loss or damage to any of the Aggregate Assets from all causes which occur prior to the Closing. If at any time prior to the Closing any material portion of the Aggregate Assets is damaged or destroyed as a result of fire, other casualty or for any reason whatsoever, the applicable Representative shall immediately give notice thereof to IHS. IHS 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 applicable Company on account of any such casualty (and such insurance proceeds shall not be included as current assets for purposes of determining Proposed Closing Date Working Capital).
