Damage to Assets. If, on or before the Closing Date, any of the Assets are damaged or destroyed, Seller will immediately notify Purchaser of such damage or destruction. In the event of any such damage or destruction, Purchaser shall (a) remove any or all of the damaged or destroyed asset or assets it does not desire to purchase from the Assets to be purchased hereunder and reduce the Purchase Price by an amount equal to the portion of the Purchase Price attributable to the damaged or destroyed asset or assets so removed and (b) complete the purchase of the remainder of the Assets and reduce the Purchase Price by the loss in fair market value of any damaged or destroyed Assets that are purchased by Purchaser.
Damage to Assets. By Buyer if it shall elect to exercise its termination right pursuant to Section 6.8.
Damage to Assets. If, on or before the Closing Date, the assets or properties of the Seller are damaged or destroyed, Seller and the Stockholders shall notify BCC of such damage or destruction. In the event of any such damage or destruction, BCC shall have the right, in its sole discretion, to either (i) reduce the Merger Consideration by an amount equal to the value of the damaged or destroyed asset or assets, and complete the purchase, or (ii) terminate this Agreement as provided by Section 15.1 hereof and not complete the purchase.
Damage to Assets. In the event of any damage to any of the Assets before Closing by reason of Act of God, theft, vandalism, destruction, condemnation, fire or other similar cause, the Seller shall give Purchaser immediate written notice (a "Casualty Notice") of such event. In such notice, the Seller shall indicate its best estimate of the extent of the damage or taking; the amount of insurance or condemnation award available; and if repairable, the length of time required for restoration and the cost thereof. Purchaser shall have the option, at its sole discretion, (i) to require the Seller to restore any damage or loss, or (ii) to require the Seller to pay the insurance or condemnation proceeds therefor to Purchaser, or (iii) to terminate this Agreement.
Damage to Assets. 53 Article 5
Damage to Assets. If prior to the Closing Date, all or any portion of the Assets are damaged, destroyed or rendered inoperative (collectively the "Damage") by fire, natural elements, or other causes beyond Seller's control, Seller shall immediately notify Purchaser of such Damage and the following procedures shall apply:
(A) if the Damage is not Material (hereinafter defined) or the damage is material but Buyer elects not to terminate this Agreement, Buyer shall proceed to close and purchase the Assets as diminished by such Damage, subject to a reduction in the Purchase Price equal to the full estimated cost of repairing and/or replacing the Damage agreed to by Seller and Buyer in their reasonable discretion;
(B) if the Damage is Material, then Buyer may terminate and cancel the purchase of the Assets, the Xxxxxxx Money shall be returned to Buyer and neither party hereto shall have any further rights against or obligations to the other under this Agreement; and
(C) for the purposes of this paragraph, Damage shall be deemed to be "Material" if the cost of repairing such Damage equals or exceeds One Hundred Thousand and 00/100 Dollars ($100,000.00).
Damage to Assets. There shall not have occurred any damage, loss, destruction or condemnation of the assets of the Company that would have a Material Adverse Effect.
Damage to Assets. In the event that any of the Assets are materially damaged or destroyed before the Closing Date, Purchaser may, at its option and as its sole remedy, terminate this Agreement or close the transactions contemplated by this Agreement, in which latter event Purchaser shall receive all of the insurance proceeds resulting from such damage or destruction.
Damage to Assets. 64 18.14 Press Releases and Public Announcements...............................65 18.15 No Third Party Beneficiaries..........................................65 18.16 Construction..........................................................65 18.17 Incorporation of Exhibits, Annexes and Disclosure Schedule............65 18.18 Specific Performance..................................................65 18.19
Damage to Assets. (a) The risk of any loss or damage to the Assets and the System resulting from fire, theft or any other casualty (but excluding any loss or damage attributable to reasonable wear and tear) ("Damage") shall be borne by Seller at all times prior to the Closing. In the event that any such Damage shall be sufficiently substantial so as to preclude and prevent resumption of normal operations of all or any portion of the System within twenty (20) days from the occurrence of the event resulting in such loss or damage, Seller shall immediately notify Buyer in writing of its inability to resume normal operations or to replace or restore the lost or damaged property, and Buyer, at any time within ten (10) days after receipt of such notice, any elect either (a) to waive such defect and proceed toward consummation of the transaction in accordance with the terms of this Agreement, or (b) to terminate this Agreement. If Buyer elects to terminate this Agreement pursuant to this Section, the parties hereto shall stand fully released and discharged of any and all obligations hereunder.
(b) If Buyer shall elect to consummate this transaction notwithstanding such Damage and does so, there shall be no diminution of the Purchase Price, and all insurance proceeds (other than for bodily injury or for damage to property other than the Assets or for business interruption prior to the Closing Date) payable as a result of the occurrence of the event resulting in the Damage shall be delivered to Buyer, or the rights thereto shall be assigned to Buyer if not yet paid over to Seller, and Seller shall pay to Buyer the amount of any deductible associated with the insurance claim.
(c) Notwithstanding the provisions of this Section 5.10, in the event of Damage to the System which is not material damage to the System, Seller shall have the full responsibility for the completion of all necessary repair and/or restoration work with respect to such Damage, whether or not such work is capable of being completed prior to the Closing Date, and shall promptly and with due diligence, in a prudent and workmanlike manner, proceed with such work, time being of the essence.
