Damage Prior to Closing Sample Clauses

Damage Prior to Closing. 7. All lands, buildings, fixtures and all other property being purchased hereby shall be and remain at the risk of the Seller. Pending completion of the sale, the Seller shall hold all insurance policies and the proceeds thereof in trust for the parties as their interests may appear, and in event of damage to the said property, the Buyer may either have the proceeds of the insurance and complete the purchase, or may terminate this Agreement and the deposit shall be returned to the Buyer. (Not applicable to Agreement of Purchase and Sale Resale Condo – see Clause 7 of Resale Condo Schedule). ADJUSTMENTS
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Damage Prior to Closing. If prior to delivery of the deed the Real Estate shall be destroyed or materially damaged by fire or other casualty, or the Real Estate is taken by condemnation, then Buyer shall have the option of either terminating this Agreement(and receiving a refund of xxxxxxx money) or accepting the Real Estate as damaged or destroyed, together with the proceeds of the condemnation award or any insurance payable as a result of the destruction or damage, which gross proceeds Seller agrees to assign to Buyer and deliver to Buyer at Closing. Seller shall not be obligated to repair or replace damaged improvements. The provisions of the Uniform Vendor and Purchaser Risk Act of the State of Illinois shall be applicable to this Contract, except as modified by this paragraph.
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Damage Prior to Closing. Seller shall promptly notify Buyer of any casualty to the Real Property prior to Closing. If any such damage relates to or may result in the loss of any material portion of the Real Property (other than buildings, structures or Improvements located on the Real Property, which are excluded from the operation of this Section 198), Seller or Buyer may, at their option, elect either to:
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Damage Prior to Closing. Sellers shall maintain the Property until the earlier of Closing or occupancy by Buyer in materially the same condition as of the date hereof. If, prior to the earlier of closing or occupancy by Buyer, any one or more of the buildings on the Property is damaged in an aggregate amount of not more than $150,000, Sellers shall be obliged to repair such damage. If Sellers are unable to repair such damage prior to the Closing, Sellers shall promptly notify Buyer in writing and (i) if such damage is to the buildings on 21 Sxxxxx Xxxx, Xxyer shall have the option of terminating this Agreement and (ii) if such damage is to the buildings on 17 Sxxxxx Xxxx, xxt not to buildings on 21 Sxxxxx Xxxx, Xxyer shall have the option, exercisable by written notice to Sellers, of excluding 17 Sxxxxx Xxxx xxxm this Agreement, but in such event, continuing the purchase of 21 Sxxxxx Xxxx xxxeunder. If the damage shall exceed such sum, Sellers shall promptly notify Buyers in writing of the damage and (x) if such damage is to the buildings on 21 Sxxxxx Xxxx, Xxyer shall have the option, exercisable by written notice to Sellers, of terminating this Agreement and (y) if such damage is to buildings on 17 Sxxxxx Xxxx xxx not to buildings on 21 Sxxxxx Xxxx, Xxyer shall have the option, exercisable by written notice to Sellers, of excluding 17 Sxxxxx Xxxx xxxm this Agreement but in such event, continuing the purchase of 21 Sxxxxx Xxxx xxxeunder. At the Closing, Buyer shall be entitled to any insurance proceeds relating to the damage to any damaged portion of the Property acquired by Buyer as provided herein, plus a credit towards the purchase price equal to the amount of Seller's deductible on such policy.
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Damage Prior to Closing. If, after the date of this Agreement and prior to the Closing, the IMFS Premises or any of the Plant and Machinery is/are damaged in a manner that would require repairs outside the ordinary course, but that damage does not amount to Material Damage, (i) IMFS shall at its own cost and expense repair that damage prior to the Closing to the extent as practical, (ii) Section 1.6(b) shall apply and (iii) any such repairs shall be taken into account in determining the net book value of the affected assets for purposes of determining the IMFS Net Book Value. Except as otherwise agreed to in writing by Intel and Micron, to the extent that IMFS has received or has any rights to receive any insurance proceeds or any recovery from any third party in respect of such damage, IMFS shall retain such proceeds and rights for application to such cost and expense of repair.
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Damage Prior to Closing. If the Vessel suffers any damage prior to Closing, reasonable wear and tear excepted, the cost of repair of any such damage to the Vessel (the "Cost") shall be reasonably determined by a person or entity of recognized qualification selected by Buyer, and with respect to any such damage:
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Damage Prior to Closing. If, after the date of this Agreement and prior to the Closing, the Micron Purchased Assets are damaged in a manner that would require repairs outside the ordinary course, but that damage does not amount to Material Damage, (1) IMFT shall at its own cost and expense repair that damage prior to the Closing to the extent practical, (2) Section 4.9(B) shall apply and (3) any such repairs shall be taken into account in determining the net book value of the affected assets for purposes of determining the MTV Net Book Value (as defined in the MTV APSA). Except as otherwise agreed to in writing by Intel and Micron, to the extent that IMFT has received or has any rights to receive any insurance proceeds or any recovery from any third party in respect of such damage, IMFT shall retain such proceeds and rights for application to such cost and expense of repair.
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Related to Damage Prior to Closing

  • Events Prior to Closing (a) Upon execution hereof or as soon thereafter as practical, management of AAI and QMT shall execute, acknowledge and deliver (or shall cause to be executed, acknowledged and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby, subject only to the conditions to Closing referenced hereinbelow.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Prior to Closing Seller shall deliver to Buyer a list of employees of the Stations that Seller does not intend to retain after Closing. Buyer may interview and elect to hire such listed employees, but not any other employees of Seller. Buyer is obligated to hire only those employees that are under employment contracts (and assume Seller's obligations and liabilities under such employment contracts) which are included in the Station Contracts. With respect to employees hired by Buyer ("Transferred Employees"), to the extent permitted by law Seller shall provide Buyer access to its personnel records and such other information as Buyer may reasonably request prior to Closing. With respect to such hired employees, Seller shall be responsible for the payment of all compensation and accrued employee benefits payable by it until Closing and thereafter Buyer shall be responsible for all such obligations payable by it. Buyer shall cause all employees it hires to be eligible to participate in its "employee welfare benefit plans" and "employee pension benefit plans" (as defined in Section 3(l) and 3(2) of ERISA, respectively) in which similarly situated employees are generally eligible to participate; provided, however, that all such employees and their spouses and dependents shall be eligible for coverage immediately after Closing (and shall not be excluded from coverage on account of any pre-existing condition) to the extent provided under such plans. For purposes of any length of service requirements, waiting periods, vesting periods or differential benefits based on length of service in any such plan for which such employees may be eligible after Closing, Buyer shall ensure that service with Seller shall be deemed to have been service with the Buyer. In addition, Buyer shall ensure that each such employee receives credit under any welfare benefit plan of Buyer for any deductibles or co- payments paid by such employees and dependents for the current plan year under a plan maintained by Seller. Notwithstanding any other provision contained herein, Buyer shall grant credit to each such employee for all unused sick leave accrued as of Closing as an employee of Seller. Notwithstanding any other provision contained herein, Buyer shall assume and discharge Seller's liabilities for the payment of all unused vacation leave accrued by such employees as of Closing.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Covenants of Seller Prior to Closing (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

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