Damage or Condemnation. If, before Closing, any part of the Acquired Company Assets are damaged or destroyed, or are condemned, or if proceedings are filed for condemnation or under the right of eminent domain that results in damage, destruction or condemnation of property with (A) in the case of the Acquired Companies (other than the Javelina Partnerships), a fair market value (as determined by the Parties), or (B) in the case of the Javelina Partnerships, the Javelina Percentage Interest of a fair market value (as determined by the Parties), in the aggregate of (i) 10% or less of the Purchase Price, the Purchase Price shall be reduced by (x) in the case of the Acquired Companies (other than the Javelina Partnerships) such amount, or (y) in the case of the Javelina Partnerships, the Javelina Percentage Interest of such amount, the Parties shall be obligated to proceed with the Closing, and the Seller shall retain, or to the extent received by any Acquired Company or the Buyer following the Closing, the Buyer or such Acquired Company shall pay to the Seller, all property casualty insurance proceeds payable to the Seller or its Affiliates relating to such damage, destruction or condemnation, and (ii) more than 10% of the Purchase Price, the Buyer shall not be obligated to consummate the Closing, provided that, in lieu of electing not to close, the Buyer may elect: (x) to offer to extend the date for Closing to allow the Seller the opportunity (in the Seller’s sole discretion) to repair or replace, or to cause the repair or replacement of, any such damaged or destroyed assets; or (y) accept the Acquired Company Equity Interests, notwithstanding any such destruction, taking, or pending or threatened taking (without reduction of the Purchase Price therefor), in which case the Seller shall pay to the Buyer all property casualty insurance proceeds actually received by the Seller or any of its Affiliates that are not required to be paid by any of them as a reimbursement to any property casualty insurance providers of the Seller and its Affiliates by reason of the destruction, or taking of such assets, to the extent such sums are not committed, used or applied by the Seller or any of its Affiliates or the Javelina Partnerships prior to the Closing Date to repair, restore or replace such damaged or taken assets, and shall assign and transfer to the Buyer, or subrogate the Buyer to, all of the right, title and interest of the Seller and its Affiliates in and to any such unpaid awards or ot...
Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened against any portion of the Real Property before the Closing, and risk of loss to any portion of the Real Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If, before the Closing, the Real Property or any portion thereof shall be materially damaged, or if the Real Property or any material portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then the Company may elect to terminate this Agreement by delivering written notice of such election to Seller within ten (10) Business Days after the Company receives written notice of the damage or taking from Seller. If the Closing Date is within the aforesaid 10-Business Day period, then the Closing shall be extended to the next business day following the end of said 10-Business Day period. If no such election is made by Company hereunder, this Agreement shall remain in full force and effect, and the sale contemplated herein shall be effected with no further adjustment, except that Company shall be entitled to the benefit of any proceeds or award collected (or to be paid) in connection therewith. For purposes of this Section 5.5, the phrase(s) (i) “Material damage” or “Materially damaged” means damage reasonably estimated to exceed five percent (5%) of the Purchase Price, and (ii) “material portion” means any portion of the Real Property which renders such Real Property less than a functional structure to continue to operate the business thereon or which loss could reasonably be expected to materially interfere with the use of the Real Property for the purpose for which it is currently used.
Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to any Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing any Property or any portion thereof shall be materially damaged, or if any Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Buyer may elect to exclude such Property from this Agreement, and Seller may propose a substitute real property for consideration as a Property hereunder.
Damage or Condemnation. 9.1 In the event of any eminent domain or condemnation action before or on the Closing Date Seller shall immediately notify Purchaser and Purchaser may elect, in its sole discretion, to (a) terminate this Agreement, in which event neither party shall have any further liability under this Agreement except for those obligations which expressly survive the termination of this Agreement, or
Damage or Condemnation. In the event the Facility is totally or substantially destroyed by fire, explosion, flood, windstorm, hail, earthquake, hurricane, tornado, or other casualty or act of God, or in the event all or a substantial portion of the Facility and the premises on which it is situated is taken or to be taken by condemnation or eminent domain proceeding, then either party may by written notice to the other immediately terminate this Agreement.
Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened after expiration of the Inspection Period but before the Closing Date, and risk of loss to the Property due to fire, flood or any other cause after the expiration of the Inspection Period but before the Closing Date, shall remain with Seller. If after the Effective Date and before the Closing Date the Real Property or any portion thereof shall be Materially damaged (as defined below), or if the Real Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Purchaser may
Damage or Condemnation. Risk of loss resulting from any condemnation, eminent domain or expropriation proceeding which is commenced prior to Closing, and risk of loss to the Property due to any other cause, remains with Seller until Closing. If, prior to the Closing, all or part of the Property shall be destroyed, damaged or subjected to a bona fide threat of condemnation, expropriation or other proceeding, Seller shall so notify Purchaser, and Purchaser either may elect to (i) cancel this Agreement, in which event all parties shall be relieved and released of and from any further duties, obligations, rights or liabilities hereunder and the Deposit, together with all interest earned thereon, shall be returned to Purchaser, or (ii) Purchaser may declare this Agreement to remain in full force and effect and the purchase contemplated herein, subject to such damage or less any interest taken by eminent domain, expropriation or condemnation, shall be effected, and at Closing, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards and insurance proceeds or claims that have been or that may thereafter be made for such taking or damage. If Purchaser elects to acquire the Property, notwithstanding damage to the Property that is covered by Seller’s insurance, the Purchase Price shall be reduced by the amount of Seller’s insurance deductible.
Damage or Condemnation. (a) If Prime Landlord or Sublandlord shall elect to terminate the Prime Lease after an event of casualty or condemnation, this Sublease shall also terminate. In any such event, Subtenant shall have no claim (against Sublandlord, Prime Landlord, or otherwise), by reason of such termination, and Subtenant shall have no interest in any insurance proceeds (other than proceeds from its own policies), or any condemnation award.
(b) If a casualty or condemnation shall occur and Prime Landlord and Sublandlord do not elect to terminate the Prime Lease, this Sublease shall remain in full force and effect and neither Sublandlord nor Subtenant shall have the right to terminate this Sublease by reason of such casualty or condemnation (but Subtenant shall be entitled to an abatement of Rent to the extent, if any, provided under the Prime Lease, and solely as such permitted abatement relates to the Premises).
(c) Notwithstanding the foregoing to the contrary, in the event: (i) of damage or destruction to the Premises; and (ii) (1) Prime Landlord’s estimate (required pursuant to Section 10.03 of the Prime Lease) to rebuild such damage for which Prime Landlord is responsible under the Prime Lease (“Rebuild Estimate”) exceeds fifteen (15) months after the date of such damage or destruction, or such damage occurs during the last fifteen (15) months of the Term; or (2) the rebuild is not completed and possession of the Premises is not delivered by Prime Landlord to Subtenant by the date first estimated by Prime Landlord in the Rebuild Estimate, subject to any delays excusable under the Prime Lease (i.e., due to adjustment of insurance, labor trouble, governmental controls, acts of God, or any other reason beyond Prime Landlord’s reasonable control); and (3) such damage or destruction involves a substantial part of the Premises (i.e. an amount, not in any event less than fifty percent (50%) of the rentable area of the Premises, such that Subtenant cannot reasonably be expected to conduct its business as contemplated hereby in the balance of the Premises), then, Subtenant may terminate this Sublease by notice to Sublandlord (“Subtenant’s Termination Notice”). In order to be effective, Subtenant’s Termination Notice must be given within thirty (30) days after the first to occur of (ii)(1) or (ii)(2) above, as applicable, and such termination shall be effective upon the giving of Subtenant’s Termination Notice. Subtenant’s failure to provide the Subtenant’s Termination Notice wit...
Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding that is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing, the Property shall be materially damaged, or if the Real Property or any material portion thereof shall become subject to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation (“Condemnation”), then Buyer may terminate this Agreement by written notice to Seller given within five (5) days after Buyer learns of such material damage or Condemnation, in which event
Damage or Condemnation. If the Facilities or any part thereof is damaged or condemned or condemnation proceedings affecting any part of the Assets are filed or threatened prior to the Closing Date, and the cost of the restoration or repair of such part of the Assets to its condition immediately prior to such damage or condemnation, as reasonably estimated by Seller, shall exceed $2,000,000, then Seller shall promptly give written notice thereof to Buyer giving the full particulars of such damage or condemnation, the estimated time for completion of such restoration or repair, and Seller’s estimate of the cost of restoration or repair thereof (the “Damage Notice”). In any Damage Notice, Seller shall also elect to either (i) bear all costs of repair or restoration up to a maximum of $2,000,000 or (ii) attempt to agree with Buyer upon an appropriate adjustment to the Purchase Price for such matters. Within ten (10) business days of the date of receipt by Buyer of a Damage Notice, Buyer may, at its option, give written notice either to attempt to agree with Seller upon an appropriate adjustment to the Purchase Price, or to direct Seller to proceed with the repair and restoration work. In the event the repair and restoration work is reasonably estimated by Seller to cost in excess of $2,000,000, Seller may decline to proceed with repair and restoration work in which event Buyer may terminate this Agreement, and neither Party shall have any further liability or obligation to the other hereunder for damages or otherwise.
