Damage or Expropriation Sample Clauses

Damage or Expropriation. If, prior to the Closing Time, all or any substantial portion of the Properties shall be expropriated or seized by any Governmental Authority or any other Person in accordance with Applicable Law, or if notice of any such expropriation or seizure shall have been given in accordance with Applicable Law, the Vendor shall forthwith advise YC of such appropriation or seizure or receipt of notice thereof, and shall provide applicable details of such appropriation or seizure, and YC shall have the option, exercisable by notice to the Vendor given prior to the Closing Date to terminate this Agreement and not complete the Transaction, in which case YC shall be released from all obligations hereunder as of and from the giving of such notice or the option to complete the Transaction with a reduction of the Purchase Price by the net amount equal to the replacement cost of the Properties so expropriated or seized (based on the Properties Allocation). In the event that YC shall exercise its option to terminate this Agreement set forth in this Article 8, the Parties shall sign a joint direction to the Bank of China forthwith and authorize the Bank of China to cancel the Payment Undertaking.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Damage or Expropriation. If, prior to the Closing Date, all or any material part of the property or assets of the Company are destroyed or materially damaged by fire or any other hazard or are expropriated or seized by any Governmental Authority, Parent will have the option, exercisable by notice in writing to the Company given prior to the Closing Date: (a) in response to expropriation or seizure of all or any material part of the property or assets of the Company (by any Governmental Authority only) to not complete the transactions contemplated by this Agreement, in which case the Agreement will terminate immediately upon Parent giving notice as required under this Section 5.4, except that each Party's respective obligations under Sections 4.3.2(Confidentiality), 9.2(Public Announcements) and Article 9 will continue indefinitely; (b) complete the transactions contemplated by this Agreement with a reduction of the aggregate Merger Consideration by an amount equal to the cost of repair, or, if destroyed or damaged beyond repair, by an amount equal to the replacement cost of the property or assets so damaged or destroyed, after taking into account all proceeds of any insurance or compensation for that damage or destruction received by the Company; or (c) to complete the transactions contemplated by this Agreement without a reduction of the aggregate Merger Consideration, in which case all proceeds received in respect of: (i) any insurance (other than business interruption insurance as provided in clause (ii) below) and compensation for expropriation or seizure will be retained by the Company; and (ii) any business interruption insurance which compensates for business lost during the Interim Period less the sum of all deductibles on all other insurance will be paid to the Company immediately upon receipt.
Sample 1
Damage or Expropriation. If, prior to the Closing Time, all or any substantial portion of the Purchased Assets are destroyed or substantially damaged by fire or other hazard or shall be expropriated or seized by any Governmental Authority or any other person in accordance with applicable Laws, or if notice of any such expropriation or seizure shall have been given in accordance with applicable Laws, the Purchaser shall have the option, exercisable by written notice to the Vendor given prior to the Closing Time: (a) to terminate this Agreement and not complete the transactions herein contemplated, in which case the Purchaser shall be released from all obligations hereunder except those set forth in Sections 4.3, 5.2.1, 10.2 and 10.5 or 10.11 as of and from the giving of such notice; or (b) to complete the transactions herein contemplated with a reduction of the Purchase Price by the net amount equal to the cost of repair, or, if expropriated or seized or if destroyed or damaged beyond repair, by the net amount equal to the replacement cost of the property or assets so expropriated, seized, damaged or destroyed, after taking into account all proceeds of any insurance or compensation for such destruction, damage, expropriation or seizure received by the Vendor and assigned to and received by the Purchaser. For greater certainty, the amount contemplated pursuant to this Subsection (b) shall in no event be less than zero. If any loss, damage or claim for which insurance is carried by the Vendor in respect of the Purchased Assets arises during the Interim Period, or if any of the Purchased Assets are expropriated or seized, the Purchaser, as a condition of Closing, shall be entitled to be satisfied that the insurers or the expropriating authority recognize all claims of the Vendor for payment in accordance with the terms of the relevant insurance policies or rules of the relevant expropriating authority and that all such claims and proceeds thereof are assignable, and are assigned, to the Purchaser.
Sample 1
Damage or Expropriation. If, prior to the Closing Time, all or any substantial portion of the property or assets of the Aitec Subsidiaries are destroyed or substantially damaged by fire or other hazard or
Sample 1
Damage or Expropriation. If, during the Interim Period, all or any substantial portion of the RPI Assets are destroyed or substantially damaged by fire or other hazard or shall be expropriated or seized by any Governmental Authority or any other person in accordance with Applicable Law, or if notice of any such expropriation or seizure shall have been given in accordance with Applicable Law, the Purchaser shall have the option, exercisable by notice to the Vendor given prior to the Closing Date: (a) to terminate this Agreement and not complete the transactions herein contemplated, in which case the Purchaser shall be released from all obligations hereunder as of and from the giving of such notice; or (b) to complete the transactions herein contemplated with a reduction of the Purchase Price by the net amount equivalent to the cost of repair or, if expropriated or seized or if destroyed or damaged beyond repair, by the net amount equivalent to the replacement cost of the property or assets so expropriated, seized, damaged or destroyed, after taking into account all proceeds of any insurance or compensation for such destruction, damage, expropriation or seizure received by the RPI. If any loss, damage or claim for which insurance is carried by RPI arises during the Interim Period, the Purchaser, as a condition of Closing, shall be entitled to be satisfied that the insurers recognize the claim of RPI for payment in accordance with the provisions of the relevant insurance policies.
Sample 1

Related to Damage or Expropriation

  • Damage to Property Of Others 1. We will pay, at replacement cost, up to $1,000 per "occurrence" for "property damage" to property of others caused by an "insured". 2. We will not pay for "property damage": a. To the extent of any amount recoverable under Section I;

  • Damage to the Premises If the Premises shall, without fault or neglect on the part of Tenant, its agents, employees, invitees, customers or employees, be damaged or destroyed by fire or other casualty covered by standard policies of fire and extended coverage insurance and such damage or destruction (exclusive of Tenant’s leasehold improvements) could reasonably be repaired within ninety (90) working days from the happening thereof, then Landlord shall proceed with all reasonable speed to repair such damage or destruction, exclusive of Tenant’s leasehold improvements which shall be the sole responsibility of Tenant. If the Premises cannot reasonably be restored within said ninety (90) day period, then Landlord may, but shall not be required to, elect to restore the Premises. If Landlord does not elect to restore the Premises, then this Lease shall terminate as of the date of such damage or destruction and both parties shall be released from further liability hereunder, without prejudice, however, to any rights accruing to either party prior to the date of such damage or destruction. If Landlord elects or is required to restore the Premises and promptly commences and thereafter diligently pursues such restoration, then this Lease shall not terminate, notwithstanding that the actual time required for such repairs or restoration may exceed that contemplated by the parties and Tenant shall be entitled to a temporary reduction in Fixed Minimum Rent, as determined by Landlord, corresponding to the time during which and that portion of the Premises of which Tenant is deprived of possession on account of such damage or destruction or the repair or restoration thereof undertaken by Landlord. Notwithstanding the foregoing, Landlord shall have the right to receive the full amount of the proceeds of any business interruption insurance for the undiminished Fixed Minimum Rent and there shall be no reduction in Fixed Minimum Rent if such damage or destruction was the result of the fault or neglect of Tenant, its agents, employees, invitees, customers and employees. Notwithstanding anything in this Lease to the contrary, Landlord shall not be obligated to repair the Premises and Landlord shall have the right to terminate this Lease if the Premises are substantially damaged or destroyed by fire or any other cause during the last two (2) years of the term of this Lease or if the Building (whether or not Premises are damaged or destroyed) or the Common Areas are substantially destroyed by fire or other cause. If the damage or destruction of the Premises is so minor that the Premises remain fit for occupancy, then Landlord shall repair such damage or destruction as promptly as reasonably possible and there shall be no abatement of Fixed Minimum Rent as a result thereof.

  • Damage or Destruction If any Property shall be damaged or destroyed, in whole or in part, by fire or other property hazard or casualty, Borrower shall give prompt notice thereof to Lender and one hundred (100%) percent of the net amount of all insurance proceeds received by Lender or Borrower as a result of such damage or destruction after deduction of reasonable costs and the expenses, if any, in collecting the same, shall be applied in reduction of the outstanding Principal Balance under the Note pertaining to the Damaged Property. Notwithstanding anything to the contrary set forth above, if a particular Property (a "DAMAGED PROPERTY") shall be damaged or destroyed, in whole or in part, by fire or other casualty, Lender shall, in accordance with the provisions of this Section hereinafter set forth, make the net amount of all insurance proceeds received by Lender pursuant to the provisions of this Agreement as a result of such damage or destruction after deduction of its reasonable costs and expenses, if any, in collecting the same (hereinafter referred to as the "NET PROCEEDS") available for the repair and restoration of the Damaged Property, provided that (i) no default shall have occurred and shall be continuing under the Loan Documents, (ii) Borrower shall commence the repair and restoration of the Damaged Property, as nearly as possible to the condition the Damaged Property was in immediately prior to such fire or other casualty, with such alterations as may be approved by Lender, as soon as reasonably practicable, and shall diligently pursue the same to satisfactory completion, (iii) Lender shall be satisfied that any operating deficits which will be incurred with respect to the Damaged Property as a result of the occurrence of any such fire or other casualty will be covered out of the Net Proceeds or by Borrower out-of-pocket or with the proceeds, if any, of business interruption or rental interruption insurance, (iv) Lender shall be satisfied that, within a reasonable period of time, not to exceed one hundred eighty (180) days following the completion of such repair and restoration of the Damaged Property, the gross cash flow and the net cash flow of the Damaged Property will be restored to a level sufficient to cover all carrying costs and operating expenses of the Damaged Property, (v) Lender shall be satisfied that the repair and restoration of the Damaged Property will be completed on or before the earlier to occur of (w) ninety (90) days prior to the Maturity Date, or (x) the date on which the business interruption insurance covered by such Borrower shall expire, (vi) Lender shall be satisfied that all of the terms, covenants and provisions of this Agreement and the other Loan Documents will continue to be complied with during and subsequent to the completion of such repair and restoration and (vii) Borrower and ARC IV shall execute and deliver to Lender a completion guaranty in form and substance satisfactory to Lender pursuant to the provisions of which Borrower and ARC IV shall jointly and severally guaranty to Lender the lien-free completion of the repair and restoration of the Damaged Property in accordance with the provisions of this paragraph. The Net Proceeds shall be held by Lender in an interest-bearing account, and until disbursed in accordance with the provisions of this paragraph, shall constitute additional security for the payment of the Debt. The Net Proceeds together with interest earned thereon, shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the repair and restoration of the Damaged Property, upon receipt of evidence satisfactory to Lender (which evidence shall in each instance and to the full extent required by Lender include receipted bills, invoices, lien waivers and a continuation and date down of title to the Damaged Property in form satisfactory to Lender and issued by the title company insuring the lien of the Mortgage encumbering such Property or another title company satisfactory to Lender) that (i) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the repair and restoration of the Damaged Property have been paid for in full, and (ii) there exist no notice of pendency, stop order, notice of intention to file mechanic's or materialman's lien, mechanic's or materialman's lien or other lien or encumbrance of any nature whatsoever on the Damaged Property arising out of the repair and restoration of the Damaged Property which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured over to the satisfaction of Lender by the title company insuring the lien of the Mortgage encumbering the Damaged Property. The repair and restoration of the Damaged Property shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable governmental laws, rules and regulations (including, without limitation, all applicable Environmental Requirements), and all plans and specifications required in connection with the repair and restoration of the Damaged Property shall be subject to review and acceptance in all respects by Lender and by the Consultant. If Lender fails to respond within ten (10) Business Days following a request and submissions of plans and specifications for approval, such plans and specification shall be deemed approved by Lender. Upon the occurrence of an Event of Default, Lender shall have the use of such plan and specifications and all permits, licenses and approvals required or obtained in connection with the repair and restoration of the Damaged Property. The identity of the contractors, subcontractors and materialmen engaged in the repair and restoration of the Damaged Property, as well as the contracts under which they have been engaged, shall be identified to Lender and Consultant, if any. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the repair and restoration of the Damaged Property including, without limitation, reasonable counsel fees and reasonable fees of the Consultant, shall be paid by Borrower. In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the repair and restoration of the Damaged Property,

  • Damage to Personal Property The Employer will provide reimbursement for reasonable repair or replacement of damages incurred to the employee's eyeglasses, contact lenses or other prosthesis, ripped uniforms, or personal clothing, as a result of being assaulted while performing his/her work. The employee must report the incident by the end of their shift. The employee will present her or his receipt to the Employer within seven (7) days after the event, unless it was impossible for her or him to do so during this period. The Employer will reimburse up to a maximum of one hundred dollars ($100) per incident except for eyeglasses, which shall have a maximum reimbursement of three hundred dollars ($300).

  • Damage or Loss 3.1 All laptops and batteries are covered by a manufacturer’s warranty. The warranty covers manufacturer’s defects and normal use of the laptop. It does not cover negligence, abuse, malicious or accidental damage.(e.g cracked LCD screens are not covered under warranty) 3.2 Any problems, vandalism, damage loss or theft of the laptop must be reported immediately to the school. 3.3 In the case of a suspected theft a police report must be made by the family and an event number provided to the school. 3.4 In the case of accidental loss or damage a witnessed statutory declaration signed by the parent/carer should be provided and a major damage or loss report must be filled out by the student. The repair costs are subsidised. (No charge for labour). 3.5 If a laptop is damaged or lost the principal will determine whether replacement is appropriate and/or whether or not a student retains access to a laptop for home use. 3.6 Students will be required to replace lost or damaged chargers.

  • DAMAGE TO THE PROPERTY If the property is damaged, by fire or other casualty, after the Effective Date and before the Closing, the Seller will bear the risk of loss and the Buyer may cancel this Agreement without liability and the Escrow Money shall be returned to the Buyer. Alternatively, the Buyer will have the option of purchasing the Property at the agreed-upon Purchase Price and the Seller will credit the deductible, if any, and transfer to the Buyer at Closing any insurance proceeds or Seller's claim to any insurance proceeds payable for the damage. The Seller will cooperate with and assist the Buyer in collecting any such proceeds. The Seller shall not settle any insurance claim for damage caused by casualty without the consent of the Buyer.

  • DAMAGE TO PREMISES In the event the Premises are destroyed or rendered wholly uninhabitable by fire, storm, earthquake, or other casualty not caused by the negligence of Tenant, this Agreement shall terminate from such time except for the purpose of enforcing rights that may have then accrued hereunder. The rental provided for herein shall then be accounted for by and between Landlord and Tenant up to the time of such injury or destruction of the Premises, Tenant paying rentals up to such date and Landlord refunding rentals collected beyond such date. Should a portion of the Premises thereby be rendered uninhabitable, the Landlord shall have the option of either repairing such injured or damaged portion or terminating this Lease. In the event that Landlord exercises its right to repair such uninhabitable portion, the rental shall xxxxx in the proportion that the injured parts bears to the whole Premises, and such part so injured shall be restored by Landlord as speedily as practicable, after which the full rent shall recommence and the Agreement continue according to its terms.

  • Damage to Tenant's Property Landlord shall not be liable for any damage to Tenant's property except for that due to the willful neglect of Landlord. Tenant shall be responsible for the insuring of all personal property. Landlord strongly recommends renters insurance.

  • Damage If prior to Closing the Property is damaged by fire or other casualty, Seller shall estimate the cost to repair and the time required to complete repairs and will provide Purchaser written notice of Seller’s estimation (the “Casualty Notice”) as soon as reasonably possible after the occurrence of the casualty.

  • DAMAGE TO FACILITIES The Student will promptly report damages and request necessary repairs, in accordance with established and published procedures. The Student is responsible for damages caused by the Student. Damages to shared or common areas not attributable to a responsible person are the joint responsibility of all persons sharing the space or area. UCF DHRL reserves the right to charge the Student for damages caused by the Student. Charges may include, but are not limited to, extraordinary pest control charges, repair of walls, furniture or fixtures, and damages to common areas. UCF DHRL also reserves the right to charge the Student for a portion of damages caused to spaces shared by the Student when the person responsible for damages to shared spaces cannot be identified.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!