Destruction, Damage or Condemnation. 8.01. The provisions of Section 5-1311 of the General Obligations Law shall apply to the sale and purchase provided for in this contract.
Destruction, Damage or Condemnation. Prior to the Closing Date, risk of loss with regard to the Realty and the construction, ownership, operation, management or maintenance thereof shall be borne by Seller. If, prior to the Closing Date, all or a part of the Realty is subjected to a bona fide threat of condemnation by a body having the power of eminent domain, or included in whole or in part in a governmental plan or proposal which may result in the taking of all or a part of the Realty, or is taken by eminent domain or condemnation (or a sale in lieu thereof), or all or a significant (by which term is meant damage or destruction where the estimated costs of restoration exceed $25,000.00) part of the Realty is damaged or destroyed by fire or other casualty, Purchaser may, by written notice to Seller, given within thirty (30) days after Purchaser's receiving actual notice of such plan or proposal, threat of condemnation, condemnation, damage, destruction, or sale, elect to rescind and cancel this Agreement, and upon such rescission and cancellation, the Title Company shall return the Earxxxx Xxney to Purchaser and none of the parties shall have any rights, obligations or liabilities hereunder, except those by which their express terms survive the termination hereof. The Closing Date shall be postponed, if necessary, to grant Purchaser such thirty (30) day period. If Purchaser does not elect so to rescind, or if less than a significant part of the Realty is damaged or destroyed by fire or other casualty, this Agreement shall remain in full force and effect, and the purchase contemplated herein, less any Realty destroyed by fire or other casualty or taken by eminent domain or condemnation, or sold in lieu thereof, shall be effected with no further adjustments, and on the Closing Date, Seller shall assign, transfer and set over to Purchaser (subject to the rights of I/O under the I/O Master Lease) all of Seller's right, title and interest in and to any insurance proceeds paid or to be paid with
Destruction, Damage or Condemnation. 21.1. If all, or any part, of the 91st Avenue WWTP is destroyed, damaged, or condemned, the SROG Cities shall restore or reconstruct the 91st Avenue WWTP in such a manner as to permit the SROG Cities to deliver Effluent to the Palo Verde Participants pursuant to this Agreement; or in the event substitute wastewater treatment facilities are constructed at a new location other than the site of the 91st Avenue WWTP, in lieu of restoration or reconstruction of the 91st Avenue WWTP, the SROG Cities shall sell and deliver the same rights to the treated wastewater from such substitute facilities on the same terms and conditions as apply to the sale and delivery of Effluent from the 91st Avenue WWTP pursuant to this Agreement. If the SROG Cities make changes to the 91st Avenue WWTP or construct substitute wastewater treatment facilities at a new location pursuant to this Section 21.1, the SROG Cities shall, at their sole expense, design, construct, and install all infrastructure necessary to deliver the Effluent pursuant to this Agreement.
21.2. If all or a portion of the Participants’ Facilities are destroyed or condemned, the Palo Verde Participants shall repair, restore, or reconstruct the Participants’ Facilities in a manner to permit the Palo Verde Participants to receive and transport Effluent pursuant to this Agreement.
Destruction, Damage or Condemnation. 7 Section 9....................................................................................
Destruction, Damage or Condemnation. (a) If, prior to the Closing Date, all or any portion of any Property or Properties to be contributed or sold on the Closing Date are taken by eminent domain (or is the subject of a pending condemnation proceeding that has not been reduced to judgment), Owner shall notify the Company of such fact and the Company shall accept title to the Property or Properties (other than the portion so taken), in which event Owner shall assign and turn over to the Company at the Closing, and the Company shall be entitled to receive and keep, all amounts awarded or to be awarded as the result of the taking of such Properties; it being understood and agreed that the Contribution Consideration or the Sale Price of the Property or Properties to be transferred to the Company pursuant to this Section 9.01(a), as applicable, shall not be reduced by the amounts so awarded or anticipated to be so awarded.
(b) If, prior to the Closing Date, all or any portion of any of the Properties to be contributed or sold to the Company on the Closing Date are damaged or destroyed by fire or other casualty, then Owner shall notify the Company of such fact and the Company shall accept title to the Property or Properties in their existing condition, in which event Owner shall assign to the Company, at the Closing, all of Owner’s right, title and interest in and to the insurance proceeds awarded or to be awarded to Owner as the result of such damage or destruction to such Properties and the Contribution Consideration or the Sale Price, as applicable, shall be reduced by the amount of any deductible in connection with the subject casualty. Owner shall not settle or compromise any insurance claims or legal actions relating thereto without the Company’s prior consent.
Destruction, Damage or Condemnation. (a) If, prior to the Closing Date, any portion of the Fxxxxxxx Real Property is Materially damaged or destroyed by fire or other casualty (a "Casualty"), then Seller shall notify Buyer of such fact and Buyer shall have the option to terminate this Agreement upon notice to Seller given not later than ten business days after Seller gives such notice to Buyer. If this Agreement is terminated as aforesaid, then neither party shall have any further rights or obligations hereunder, other than those which expressly survive the termination of this Agreement, and all insurance proceeds shall belong to Seller. If, prior to the Closing Date, any portion of the Fxxxxxxx Real Property is Materially damaged or destroyed by a Casualty and Buyer does not elect to terminate this Agreement (or if Buyer does not have the right to elect to terminate this Agreement), then
(i) Buyer shall accept so much of the Fxxxxxxx Real Property as remains after such Casualty with no abatement of the Purchase Price, and (ii) Seller shall (1) assign to Buyer at the Closing all rights of Seller to any insurance proceeds, (2) remit to Buyer at Closing any such insurance proceeds received by Seller after the date hereof and prior to the Closing (less reasonable costs of collection and/or restoration incurred by Seller prior to Closing), and (3) remit to Buyer promptly upon receipt any such insurance proceeds received by Seller after the Closing (which obligation shall survive the Closing).
(b) In the event of (i) the institution of any proceeding (judicial, administrative or otherwise) which shall relate to the proposed taking by eminent domain of a portion of the Fxxxxxxx Real Property, and the portion of the Fxxxxxxx Real Property not affected by such proceeding can reasonably be expected to be operated in a manner sufficient to conduct the Business in substantially the same manner as conducted prior to such taking (as used in this Section 9.4, the portion of the Fxxxxxxx Real Property affected by such a proceeding is referred to as an "immaterial portion of the Real Estate"), or (ii) the taking of an immaterial portion of the Real Estate by eminent domain occurs prior to the Closing Date, then Buyer shall nevertheless be required to purchase the Purchased Assets on the Closing Date and there shall be no abatement of the Purchase Price, and Seller shall (i) assign to Buyer at the Closing all rights of Seller to any condemnation proceeds, (ii) remit to Buyer at Closing any such condemnation pr...
Destruction, Damage or Condemnation. (a) The provisions of Section 5-1311 of the New York General Obligations Law shall apply to the purchase and sale of the Premises as contemplated by this Agreement in the event that the Premises are destroyed or damaged.
(b) If the whole of the Premises shall be acquired or condemned by eminent domain for any public or quasi-public use or purpose (a "Taking"), then in that event, this Agreement shall terminate and shall be of no further force or effect.
(c) In the event of a Taking of less than the whole of the Premises, then, at the Buyer's option, this Agreement shall (i) terminate and shall be of no further force or effect whatsoever; or (ii) cease and expire with respect only to the portion of the Premises so taken, yet all other terms and conditions contained herein shall remain in full force and effect, so long as (x) the Premises may continue to be used in compliance with applicable zoning laws and regulations; and (y) the Seller shall assign the proceeds of any condemnation award to the Buyer.
Destruction, Damage or Condemnation. 01. In the case of fire or other casualty, or the taking of the Premises or any part thereof by eminent domain (collectively a “Casualty/Taking Event”), and in the event the damage, if any, shall not have been repaired by the Closing, the parties agree that the provisions of Section 5-1311 of the General Obligations Law of the State of New York shall apply, except that: (i) A “material” part of the Premises within the meaning of such law shall be deemed to have been taken or damaged only if (x) the cost of repair in the case of fire or casualty or the value of the taking in the case of eminent domain, as the case may be, shall be $10,000,000.00 or more, or (y) the taking materially adversely affects Purchaser’s access to the Premises. In the event of taking or damage of a material part of the Premises, at Purchaser’s option, Purchaser may terminate this contract upon written notice to Seller and receive a refund of the Downpayment, or Purchaser may elect to have Seller assign (without representation, warranty and/or recourse, express or implied, other than that Seller has not encumbered or otherwise assigned the hereinafter described insurance and condemnation proceeds) to Purchaser all proceeds and rights with respect to such insurance and condemnation proceeds (net of all collection costs and amounts applied, in accordance with §8.03, to the restoration and protection of the Premises) and Purchaser shall accept same in lieu of any abatement and this contract shall not be terminated.
Destruction, Damage or Condemnation. 16.1 If all, or any part, of the 23rd Avenue Plant or the 91st Avenue Plant should be destroyed, damaged or condemned, Phoenix or the Cities as the case may be shall restore or reconstruct the 23rd Avenue Plant or the 91st Avenue Plant in such a manner as to permit the Cities to deliver Effluent to the Participants pursuant to this Agreement, or in the event substitute wastewater treatment facilities arc constructed at a new location other than the 23rd Avenue or 91st Avenue Plants in lieu of restoration or reconstruction of either such plant, the Cities shall transfer, sell and deliver the same rights to the treated wastewater from such substitute facilities on the same terms and conditions as apply to Uncommitted Effluent from the destroyed, damaged or condemned plant.
16.2 If all or a portion of the Participant's Facilities are destroyed or condemned, the Participants shall repair, restore or reconstruct the Participants' Facilities in a manner to permit the Participants to receive and transport Effluent pursuant to this Agreement.
Destruction, Damage or Condemnation. 6.01 The Provisions of Section 5-1311 of the New York General Obligations Law shall apply to the sale and purchase provided for in this contract.
