Destruction of Assets. All risk of loss with respect to the assets and business of the Company shall be borne by the Company until the Closing to the extent set forth in this Section 11. If on the date hereof any assets of the Company shall have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of the Company (whether or not similar to the foregoing) to an extent which materially affects the value to Newpark of the Company Shares, Newpark shall have the right at its election to complete the Merger (in which event, as Newpark's sole and exclusive remedy with respect to the consequences of such loss or damage, all claims of the Company with respect to such loss or damage and all insurance proceeds arising therefrom shall be for the account of the Company), or, if it does not so elect, it shall have the right, which shall be in lieu of any other right or remedy whatsoever, to terminate this Agreement. In the latter event, all parties shall be released from liability hereunder.
Destruction of Assets. Any asset of the Company shall be destroyed or damaged to an extent which in the opinion of the Purchaser materially and adversely affects the Company or the carrying on of the business of the Company; or
Destruction of Assets. There shall have been no fire or other damage to any material portion of the Assets or a substantial portion of the Premises.
Destruction of Assets. A portion of any assets used in providing any services hereunder are damaged, lost, or destroyed, which has a material adverse impact on Cinram’s ability to perform its services hereunder.
Destruction of Assets. If, prior to the Closing, all or any material part of the Purchased Assets shall be destroyed by fire, flood, or other casualty (including condemnation), and the items affected by such destruction have not been effectively restored before the Closing Date at least to their condition immediately prior to such destruction, either Buyer or Sellers may elect not to proceed with the Closing and to terminate this Agreement. If Buyer and Sellers nonetheless elect to proceed with the Closing, or if less than a material part of the Purchased Assets shall have been destroyed, then notwithstanding any such destruction, the Closing shall take place and the Purchase Price shall be reduced by an amount equal to the amount of such destruction measured by the costs of restoring such Purchased Assets as are destroyed to their condition immediately prior to such destruction, less the amount of any insurance proceeds paid or payable without contingency to Sellers on account of such destruction (which Sellers shall make available to Buyer). If Sellers elect not to proceed with the Closing as provided in the first sentence of this Article VI, Buyer may, within ten (10) days after receiving notice of such election from Sellers, elect to proceed with the Closing without any restoration of destroyed Purchased Assets or reduction in the Purchase Price. For purposes of this Article VI, any of the Purchased Assets shall be considered material if the loss of such assets would materially adversely affect the ability of Buyer to operate the Alabama Project.
Destruction of Assets. In the event of loss or damage to any Site or tower in an amount greater than $5,000 between the date hereof and the Closing Date, the Sellers shall promptly notify the Buyer thereof and use their commercially reasonable best efforts to repair, replace or restore the lost or damaged property to its former condition as soon as possible. If such repair, replacement or restoration has not been completed prior to the Closing Date, the Parties shall consummate the transaction in respect of the damaged Site at the Initial Closing (unless a Defect shall exist as to such Site) and the Base Purchase Price shall be decreased by the amount of the loss or damage less amounts expended by the Sellers prior to the Closing on such repair, replacement or restoration (or, if the Sellers have not undertaken any repair, the adjustment to the Base Purchase Price shall be equal to the estimated cost of repair, as determined by a reasonable third-party estimate obtained by the Sellers).
Destruction of Assets. Notwithstanding any other provision of this Agreement, if, on or prior to the Closing Date, any of the assets or other material properties of the Company or the Shareholders used in the Company's business have suffered loss or damage on account of fire, flood, accident, act of war, civil commotion, or any other cause or event beyond the reasonable power and control of the Company to an extent which materially adversely affects the value of the Company, ALG shall have the right, at its election, exercisable not later than ten (10) days after it receives notice of such loss or damage, either to consummate the transaction contemplated by this Agreement, or, in lieu of every other right or remedy whatsoever, to terminate this Agreement or amend this Agreement with the consent of the Shareholders. In the event ALG terminates this Agreement, all parties shall be released from liability hereunder except as set forth in Section 11. 1 herein. In the absence of a contrary election, it shall be presumed that ALG has elected to complete the transaction hereunder. If the transaction hereunder is closed, there shall be no adjustment in the Purchase Price payable hereunder as a result of such loss or damage unless agreed upon in writing by the parties prior to Closing, and ALG shall then be entitled to retain all insurance proceeds and correct the damage itself through use of insurance proceeds and other funds available to it.
Destruction of Assets. If, prior to the Closing, all or any material part of the Purchased Assets shall be destroyed by fire, flood, or other casualty (including condemnation), this Agreement shall remain in full force and effect and the Closing, unless otherwise specified by Buyer, shall be postponed until the Purchased Assets shall be restored which shall be completed by Sellers at Sellers' sole expense as soon as practical. If Buyer shall so elect, the Closing shall take place prior to the restoration of the Purchased Assets and the Purchase Price shall be reduced by an amount equal to the amount of such destruction measured by the costs of restoring such Purchased Assets as are destroyed to their condition immediately prior to such destruction, less the amount of any insurance proceeds paid or payable without contingency to Sellers on account of such destruction (which insurance proceeds Sellers shall assign to Buyer).
Destruction of Assets. In the event the Purchased Assets being sold hereunder, or any material part of them, are destroyed or substantially damaged by fire or any other cause before the Closing Date, this Agreement, at Buyer’s option, shall become null and void and all monies paid hereunder shall be returned to Buyer. The risk of such loss shall be borne by Seller prior to the Closing Date.
Destruction of Assets. If any material portion of the assets of the Company is damaged or destroyed by fire, flood or other cause before the Closing Date, Sellers shall give written notice to Buyer of such event within five days thereof, but in no event later than the Closing. In such event, Buyer may, at its option and in its sole discretion, terminate this Agreement or complete the transactions contemplated by this Agreement and receive the proceeds of the insurance carried by Sellers or the Company payable by reason of such damage or destruction plus an amount equal to all applicable deductibles. Within ten days after receipt of written notice from Sellers of any such damage or destruction, which notice shall identify the assets damaged or destroyed and the available insurance proceeds and deductibles with respect thereto, Buyer shall give written notice to Sellers of its intention to complete the transactions herein contemplated or to terminate this Agreement. Failure of the Buyer to give such notice shall cause this Agreement and all obligations of Buyer arising hereunder to terminate, at Buyer’s option, without further liability of any kind.
