Common use of Change in Circumstances; Casualty Loss Clause in Contracts

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller shall maintain Seller's existing insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value).

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller shall maintain Seller's existing its insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value).

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller Sellers shall maintain Seller's or {1919007;4} - 45 - cause to be maintained Sellers’ existing insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller Sellers shall pay to Buyer all sums paid to Seller Sellers by Third Parties by reason of the destruction or taking of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller Sellers in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up with assignment, transfer and set over unto Buyer with respect to payments based on property value limited to the Allocated ValueValue of the affected Asset).

Change in Circumstances; Casualty Loss. (a) Provided the Closing occurs, on and after the Effective Date, Buyer shall assume all risk of loss with respect toto a loss of any part of the Assets due to any of the following events, but only to the extent that the occurrence of any such loss is not a result of a Casualty Loss and is not otherwise covered by an insurance policy of Seller or its Affiliates, and any change provided that Seller acts at all times in the condition of, respect of the Assets from the Effective Time until the Closingin accordance with applicable Law and industry standards and, including in any event, in a manner consistent with Seller’s prior practice and no less prudent than Seller acts in respect to the depletion of Hydrocarbons, the watering-out of any well, its other assets and operations: (i) the collapse of casing, casing and sand infiltration of xxxxx and damage to and depreciation of property, including other similar occurrences or changes; (ii) normal wear and tear; (iii) production declines, depletion and watering out and other similar occurrences or changes; and (iv) changes in commodities prices, credit markets, and other market factors or conditions. (b) If after the Effective Time and If, prior to the Closing Closing, any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, in each case, to the extent not a result of an event contemplated by Section 17.04(a) (any such event, a “Casualty Loss”), this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of but the Assets affected by said destruction, taking or proceedings or threat thereof shall be excluded from the sale under this Agreement and the Purchase Price, but subject to Section 15.04(c). Seller Price shall maintain Seller's existing insurance coverage with respect to be reduced by the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking Allocated Value of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value)excluded Assets.

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller shall maintain Seller's its existing insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value).

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c)16.04. Seller shall maintain Seller's its existing insurance coverage with respect to the Assets from the date of this Agreement Execution Date until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value).

Change in Circumstances; Casualty Loss. (a) Provided the Closing occurs, on and after the Effective Date, Buyer shall assume all risk of loss with respect toto a loss of any part of the Assets due to any of the following events, but only to the extent that the occurrence of any such loss is not a result of a Casualty Loss and is not otherwise covered by an insurance policy of Seller or its Affiliates, and any change provided that Seller acts at all times in the condition of, respect of the Assets from the Effective Time until the Closingin accordance with applicable Law and industry standards and, including in any event, in a manner consistent with Seller’s prior practice and no less prudent than Seller acts in respect to the depletion of Hydrocarbons, the watering-out of any well, its other assets and operations: (i) the collapse of casing, casing and sand infiltration of xxxxx and damage to and depreciation of property, including other similar occurrences or changes; (ii) normal wear and tear; (iii) production declines, depletion and watering out and other similar occurrences or changes; and (iv) changes in commodities prices, credit markets, and other market factors or conditions. (b) If after the Effective Time and If, prior to the Closing Closing, any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, in each case, to the extent not a result of an event contemplated by Section 17.04(a) (any such event, a “Casualty Loss”), this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of but the Assets affected by said destruction, taking or proceedings or threat thereof shall be excluded from the sale under this Agreement and the Purchase Price, but subject to Section 15.04(c). Seller Price shall maintain Seller's existing insurance coverage with respect to be reduced by the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking Allocated Value of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value)excluded Assets.

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller shall maintain or cause to be maintained Seller's ’s existing insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third {1914556;9} - 44 - Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up with assignment, transfer and set over unto Buyer with respect to payments based on property value limited to the Allocated ValueValue of the affected Asset).

Change in Circumstances; Casualty Loss. (a) If Closing occurs, Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from and after the Effective Time until the ClosingTime, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear, except to the extent that such change in condition results from the gross negligence or willful misconduct of Seller. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty (“Casualty Loss”) or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatenedthreatened (“Government Takings”), this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction Casualty Loss or taking Government Taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller shall maintain Seller's existing its insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties directly by reason of the destruction Casualty Loss or taking of such Assets (up to the Allocated Value)Government Taking, including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, directly arising out of such destruction Casualty Loss or taking (up to the Allocated Value)Government Taking.

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear, except to the extent that any such items are caused by the gross negligence or willful misconduct of Seller. (b) If after the Effective Time and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller shall maintain Seller's existing insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in the event of any loss described in Section 15.04(b), at the Closing, Seller shall pay to Buyer all sums paid to Seller by Third Parties by reason of the destruction or taking of such Assets (up to the Allocated Value), including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value)taking.

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including through normal wear and tear. (b) If after the Effective Time Execution Date and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, thereof and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c). Seller shall maintain Seller's existing insurance coverage with respect to the Assets from the date of this Agreement until Closing. (c) Notwithstanding Section 15.04(a), in In the event of any loss described in Section 15.04(b)) (each, a “Casualty Loss”) at the Closing, Buyer shall have the option to have Seller: (i) retain the affected Asset and reduce the Purchase Price by the Allocated Value of such affected Asset as set forth on Exhibit B, (ii) repair or restore the affected Assets to the same condition as existed prior to the Casualty Loss, but in no event will Seller be required to expend more than the Allocated Value for such Asset in order to make such repairs, or (iii) convey the affected Asset as-is on account of such Casualty Loss, in which event on and after the Closing, Seller, promptly upon receipt, shall pay to Buyer all sums paid to Seller by Third Parties third parties by reason of the destruction or taking of such Assets (up to the Allocated ValueValue thereof), including any sums paid pursuant to any policy or agreement of insurance or indemnityindemnity (and Seller shall, on Buyer’s behalf, pursue any such sums to which it is or may be entitled), and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from Third Partiesthird parties, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up taking. Notwithstanding anything to the Allocated Value)contrary contained in this Section 15.04, nothing in this Section 15.04 shall alter Buyer’s termination rights set forth in Section 13.01(d) with regard to any Casualty Losses or its rights to indemnity as provided for in Section 16.04.

Change in Circumstances; Casualty Loss. (a) Buyer shall assume all risk of loss with respect to, and any change in the condition of, the Assets from the Effective Time until the Closing, including Closing with respect to the depletion of Hydrocarbons, the watering-out of any well, the collapse of casing, sand infiltration of xxxxx and damage to and depreciation of property, including normal wear and tear. (b) If after the Effective Time Execution Date and prior to the Closing any part of the Assets shall be damaged or destroyed by fire or other casualty or if any part of the Assets shall be taken in condemnation or under the right of eminent domain or if proceedings for such purposes shall be pending or threatened, this Agreement shall remain in full force and effect notwithstanding any such destruction, taking or proceeding, or the threat of any such destruction, taking or proceeding, and the Parties shall proceed with the transactions contemplated by this Agreement notwithstanding such destruction or taking without reduction of the Purchase Price, but subject to Section 15.04(c)13.01(f) and Section 16.04. Seller Sellers and/or the Company shall maintain Seller's its existing insurance coverage with respect to the Assets from the date of this Agreement Execution Date until Closing. (c) Notwithstanding Section 15.04(a)15.04, in the event of any loss described in Section 15.04(b), and the Closing occurs, then at the Closing, Seller Sellers shall pay to Buyer all sums paid to Seller Sellers by Third Parties by reason of the destruction or taking of such Assets (up to and representing the Allocated Value)value of such Assets, including any sums paid pursuant to any policy or agreement of insurance or indemnity, and shall assign, transfer and set over unto Buyer all of the rights, title and interest of Seller Sellers in and to any claims, causes of action, unpaid proceeds or other payments from Third PartiesParties for the value of such Assets, including any policy or agreement of insurance or indemnity, arising out of such destruction or taking (up to the Allocated Value)taking.