Damage Before Closing. The interest of the Vendor in and to the Property shall be at the risk of the Vendor until Closing. If loss or damage to the Property occurs prior to Closing, then:
(a) if the cost of repair or restoration, in the opinion of an independent architect or engineer satisfactory to the Vendor and the Purchaser, each acting reasonably, given within 30 days of the occurrence of such loss or damage (the “Expert Opinion”) will exceed Ten Million Dollars ($10,000,000.00) and will take longer than 180 days to repair, or if Tenants that, in the aggregate, lease more than 5% of the square footage of the Buildings, have the right to terminate their Leases as a result of such damage (such damage to the Property being referred to herein as “Substantial Damage”), then the Purchaser may, by written notice given to the Vendor within ten (10) Business Days after its receipt of the Expert Opinion, elect to terminate this Agreement and the parties shall be released from all obligations under this Agreement (except those which are expressly stated to survive termination of this Agreement). The Deposit and all interest earned thereon shall be returned to the Purchaser; or
(b) if such loss or damage is not Substantial Damage, or is Substantial Damage but the Purchaser has not elected to exercise its termination right pursuant to Subsection 7.2(a), then neither party shall have any right to terminate this Agreement by virtue thereof, the Vendor shall adjust the Purchase Price in favour of the Purchaser by the amount of the insurance deductible and the Vendor shall assign the proceeds of the property insurance to the Purchaser and the parties shall complete the Transaction without further delay or extension of the Closing Date and the Purchaser shall assume responsibility for remediation. If the damage or destruction occurs at such time that there is insufficient time for the Vendor or the Purchaser to make its election hereunder, the Closing Date shall be postponed to a date which is five (5) Business Days after the earlier of the date such election is made or the period for making such election has expired. For greater certainty, it is confirmed that in the event that Subsection 7.2(b) is applicable, the failure by the Vendor to complete any necessary repair or restoration prior to Closing shall not result in a delay or extension of the Closing Date. This Section 7.2 shall survive the Closing.
Damage Before Closing. If applicable, all buildings on the property and all other things being purchased shall be and remain until completion at the risk of Vendor. Pending completion, Vendor shall hold all insurance policies, if any, and the proceeds thereof in trust for the parties as their interests may appear and in the event of substantial damage. Purchaser may either terminate this Agreement and have all monies paid returned, less any deduction for the Vendor's legal costs or else take the proceeds of any insurance and complete the purchase. No insurance shall be transferred on completion.
Damage Before Closing. If the Condominium, the Building or any of the Units are damaged by fire or other casualty after this Agreement takes effect but before closing, Buyer shall have the right to elect whether to (i) terminate this Agreement, in which event the Escrow Agent shall refund the Buyer’s deposit, if Buyer is not in default, and such refund will end any rights or responsibilities Buyer and Seller may have to each other, or (ii) close on the purchase of the Units and receive any insurance proceeds received by the Seller with respect to the Units. In the event the Buyer and the Seller agree to have the Seller repair the Condominium, the Building and/or the Units, and the Seller completes such repairs pursuant to said agreement, any money received in settlement of the damage from insurance or otherwise will belong to Seller and in such event, if Buyer receives any money in connection with the damage, Buyer will turn it over to Seller immediately.
Damage Before Closing. The interest of the Vendor in and to the Purchased Assets shall be at the risk of the Vendor until Closing. If any loss or damage to the Building in excess of Five Million Dollars ($5,000,000) (a “material loss”) occurs before that time, the Purchaser, at its sole option, by notice given within ten (10) Business Days after disclosure to the Purchaser by the Vendor of the occurrence of such material loss and the extent of insurance coverage available and any deductibles in insurance coverage for such material loss, or two Business Days prior to the Closing Date (whichever first occurs) may terminate this Agreement by notice in writing to the Vendor, in which case this Agreement shall be terminated, null and void and of no further force or effect whatsoever and the Deposit shall be refunded without interest or deduction, or the Purchaser may elect to complete the agreement of purchase and sale constituted upon the execution and delivery of this Agreement, in which event the Purchaser shall be entitled to the net proceeds of insurance in respect of the loss or damage after any deductible, if, as and when received by the Vendor, together with a credit on the closing statement of adjustments equal to the amount of the insurance deductible. If no notice is delivered by the Purchaser within the time set out in this Section 9.1, it shall be deemed to have elected to proceed with the agreement of purchase and sale. If a loss or damage occurs which is not a material loss, neither the Purchaser and the Vendor shall have any right to terminate this Agreement pursuant to this Section and the Vendor shall assign to the Purchaser the proceeds of any applicable insurance net of any deductible amounts.
Damage Before Closing. To the extent recognized under Tennessee state law as a contract defense (e.g. impossibility or frustration), if the Unit is damaged by fire or other casualty before closing, and if Seller decides to repair the damage, Seller shall have a reasonable time to complete repairs, which shall be made without cost to Buyer. The repair work will be judged by the same standard used to evaluate new construction. Buyer shall have no right to any reduction in the Full Purchase Price nor any claims against Seller by reason of the damage and shall close on the scheduled closing date if the repairs have been completed (to the extent that Buyer is not prevented from living in the Unit) by that date.
Damage Before Closing. 47 Section 6.17 Expenses .................................................................................................................. 49 Section 6.18 Post-Closing Sale of Specified Portfolio ................................................................. 49 Section 6.19 Taxes ....................................................................................................................... 49
Damage Before Closing. The interest of the Vendor in and to the Property shall be at the risk of the Vendor until Closing. In the event that any loss of or damage to the Property the cost of repair of which would exceed $10,000 (such loss or damage and repair cost to be determined by the Vendor’s arm’s length, independent architect, engineer or other qualified expert retained for the purpose), occurs before Closing which the Vendor has not covenanted to repair by the Closing Date or to adjust for, or in respect of which the Purchaser is not prepared to accept such Vendor’s covenant to repair or adjust, then the Purchaser, within ten (10) days after disclosure to the Purchaser by the Vendor of the loss or damage and the extent thereof and the Vendor’s concurrent Notice that it does or does not intend to repair or adjust, at its option shall by Notice to the Vendor either: (i) elect to complete the purchase of the Property in which event the Purchaser shall be entitled to the proceeds of insurance in respect of the loss or damage and the Vendor shall pay any deductibles in respect of such loss or damage, or (ii) elect not to complete the purchase of the Property in which case this Agreement shall be terminated and of no further force and effect. In the event of loss or damage to the Property, the cost of repair of which is less than or equal to $10,000 then the Purchaser shall have no right to terminate this Agreement, the Vendor shall pay any deductibles in respect of such loss or damage, the Purchaser shall be entitled to all proceeds of insurance in respect of such loss or damage, and the parties shall complete the within transaction with respect to the Property.
Damage Before Closing. If the Unit is damaged by fire or other casualty before closing of title, and if Seller decides to repair the damage, Seller will have a reasonable time to complete repairs, which will be made without costs to Buyer. The repair work will be judged by the standards of the building prior to the damage occurring. Buyer will have no right to any reduction in the purchase price nor any claim against Seller by reason of the damage and will close on the scheduled closing date if the repairs have been completed (to the extent that Buyer is not prevented from living in the Unit) by that date. Seller reserves the right to decide, in its sole discretion, whether or not to repair the damage. If Seller makes the decision not to repair said improvements, this Agreement will be canceled, in which case Seller will refund all Buyer's deposits. This will terminate any rights or responsibilities the parties have to each other and each party will thereafter be released of and from any and all liability hereunder.
Damage Before Closing. The interest of the Vendor in the Lands and the Complex shall be at the risk of the Vendor until Closing. If any loss or damage occurs to the Premises before Closing which loss or damage materially affects the Purchaser’s ability to occupy and use the Premises as determined by the Vendor, acting reasonably, the Closing Date shall be extended accordingly by written notice provided by the Vendor to the Purchaser to permit the Vendor to repair and rebuild the Premises in accordance with the Premises and Complex Design Plans, and the Vendor will carry out such repairs in a diligent manner.
Damage Before Closing. (a) The Mohawk Parties shall promptly give the Invesque Parties written notice of any damage in excess of $25,000 to a Property or $125,000 to the Properties, in the aggregate, describing such damage, stating whether and to what extent such damage and loss of rents is covered by insurance, any applicable deductibles, retentions or self-insurance amounts, and the estimated cost and timing of repairing such damage and any injuries to persons or damage to other Person’s property, attaching a copy of the relevant insurance policy to such notice.
(b) If damage to a Property occurs at any time after the date hereof and before Closing, then: (i) the Mohawk Parties shall use their commercially reasonable efforts to repair any such loss or damage and return the Property to substantially the same condition as it was prior to such damage prior to the Closing; and (ii) there shall be a downward adjustment to the Estimated Purchase Price for any costs or expenses incurred in connection with the repair or restoration of the damaged Property that are not otherwise insured under the insurance policies of the REIT or its Subsidiaries (including, for greater certainty, any uninsured costs or expenses incurred by the Invesque Parties or by the REIT or its Subsidiaries following the Effective Time), including an adjustment for any deductible amount under the insurance policies of the REIT or its Subsidiaries.
(c) Nothing in this 6.15 shall be construed in any way as limiting the rights of the Invesque Parties to terminate this Agreement pursuant to Article 9.
