Dispositions and Casualty Events Sample Clauses

Dispositions and Casualty Events. (A) If (x) Holdings or any Restricted Subsidiary Disposes of any property or assets (other than any Disposition of any property or assets by Holdings or any of its Restricted Subsidiaries permitted by Section 7.05(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (p), (q), (r), (s), (t), (v), (w), (x), (y) or (z)) or (y) any Casualty Event occurs, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of (1) $2,500,000 in any such transaction or series of related transactions or (2) $5,000,000 in the aggregate for such transactions in any fiscal year, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with clause (B) below, subject to Section 2.05(c), prepay an aggregate principal amount of Term Loans in an amount equal to 100% of all such Net Cash Proceeds within five (5) Business Days of receipt thereof by the Borrower or such Restricted Subsidiary. (B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event (other than as specifically excluded in clause (A) above), at the option of the Borrower, and so long as no Event of Default shall have occurred and be continuing, the Borrower or the applicable Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within 18 months following receipt of such Net Cash Proceeds (or, if Holdings, the Borrower or the relevant Restricted Subsidiary, as applicable, has contractually committed within 18 months following receipt of such Net Cash Proceeds to reinvest such Net Cash Proceeds in the Borrower or a Restricted Subsidiary, 24 months following receipt of such Net Cash Proceeds); provided, however, that if any Net Cash Proceeds are no longer intended to be so reinvested at any time after receipt thereof or are not reinvested by the end of such period, an amount equal to any such Net Cash Proceeds shall be immediately applied to the prepayment of the Term Loans as set forth in this Section 2.05.
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Dispositions and Casualty Events. In the event of any Disposition pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds, the Borrower shall within five (5) Business Days following the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to (x) 100% of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party or (y) 100% of such Net Cash Proceeds of any Disposition by or Casualty Event of any Specified DevCo or any other non-wholly owned Restricted Subsidiary multiplied by the percentage of outstanding Equity Interests of such Specified DevCo or such other non-wholly owned Restricted Subsidiary then held by the Loan Parties, in each case to the prepayment of Revolving Loans; provided that, as long as no Potential Default or Event of Default has occurred and is continuing at such time, with respect to any such Net Cash Proceeds, at the election of the Borrower, the applicable Loan Party, Specified DevCo or other non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties (or, in the case of clause (y) above, held and to be used in the Permitted Business by the Loan Parties or the applicable Specified DevCos or non-wholly owned Restricted Subsidiary that made such Disposition or was the subject of such Casualty Event); provided further that if any portion of such Net Cash Proceeds are not so used prior to the expiration of such 12-month period, such portion shall thereupon be immediately applied to the prepayment of the Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this Section 5.6.4(c) shall not apply with respect to an aggregate of $10,000,000 of Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.
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Dispositions and Casualty Events. In the event of any Disposition pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] or any Casualty Event which results in the receipt by the Borrower or any Restricted Subsidiary of any Net Cash Proceeds, the Borrower shall within five (5) Business Days following the receipt by the Borrower or a Restricted Subsidiary of such Net Cash Proceeds apply an amount equal to 100% of such Net Cash Proceeds of any Disposition by or Casualty Event of a Loan Party; provided that, as long as no Potential Default or Event of Default has occurred and is continuing at such time, with respect to any such Net Cash Proceeds, at the election of the Borrower, the applicable Loan Party or any non-wholly owned Restricted Subsidiary may reinvest all or any portion of such Net Cash Proceeds within twelve (12) months of receipt of such Net Cash Proceeds in assets (other than cash, Temporary Cash Investments and current assets (except for current assets acquired as part of a business)) held and to be used in the Permitted Business of the Loan Parties; provided further that if any portion of such Net Cash Proceeds are not so used prior to the expiration of such 12-month period, such portion shall thereupon be immediately applied to the prepayment of the Loans as set forth in Section 5.6.4(e) [Application of Payments] below. Notwithstanding the foregoing, the requirements of this Section 5.6.4(c) shall not apply with respect to an aggregate of $10,000,000 of Net Cash Proceeds from Dispositions pursuant to Section 8.2.7(j), (l) or (m) [Dispositions] and Casualty Events occurring in the same fiscal year.
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Dispositions and Casualty Events. (i) Subject to the Orders and Section 2.05(e), if the Borrower and its Restricted Subsidiaries have received cumulative Net Proceeds from one or more Dispositions under Section 6.07(d) or Casualty Events in an aggregate amount in excess of $2,000,000, not later than the fifth (5th) Business Day following the date of receipt of any Net Proceeds in excess of such amount, an amount equal to 100% of the Net Proceeds then received in excess of such amount shall be applied as a mandatory prepayment of the New Money Loans in accordance with Section 2.05(a)(ii). (ii) Each prepayment of the New Money Loans required by Section 2.05(a) shall be applied pro rata to all New Money Lenders, based upon the outstanding principal amounts owing to each such New Money Lender under all New Money Loans then outstanding.
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Dispositions and Casualty Events. (A) If (x) Holdings or any Restricted Subsidiary Disposes of any Collateral pursuant to Section 7.05(o) (excluding, if any Permitted ABL Indebtedness is outstanding, any ABL Priority Collateral (as defined in the Permitted ABL Intercreditor Agreement)) or (y) any Casualty Event occurs with respect to Collateral, and any transaction or series of related transactions described in the foregoing clauses (x) and (y) results in the realization or receipt by the Borrower and its Restricted Subsidiaries of Net Cash Proceeds in excess of the greater of (x) $22.0 million and (y) 17.5% of Consolidated EBITDA of the Borrower for the most recently ended Test Period in any such transaction or series of related transactions, the Borrower shall, except to the extent the Borrower elects to reinvest all or a portion of such Net Cash Proceeds in accordance with clause (B) below, subject to Section 2.05(c), prepay an aggregate principal amount of Term Loans in an
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Dispositions and Casualty Events. If any Loan Party or any of its Subsidiaries receives Net Cash Proceeds in respect of (A) any Dispositions of Collateral pursuant to Section 10.10(e) in excess of $1,500,000 in the aggregate in any calendar year or any Disposition not permitted under this Agreement or (B) any Casualty Event with respect to Collateral, then, within five (5) Business Days of receipt of such Net Cash Proceeds, the Borrower shall prepay the principal amount of the Loans in an amount equal to 100% of such Net Cash Proceeds in accordance with Section 3.04(c)(vi); provided that, the Borrower shall immediately deposit or cause to be deposited such Net Cash Proceeds into a Deposit Account subject to a Control Agreement until application in accordance herewith; and provided, further, that, in the case of any Casualty Event in respect of Collateral, upon written notice by the Borrower to the Administrative Agent not more than five (5) Business Days following receipt of such Net Cash Proceeds from such Disposition or Casualty Event, such Net Cash Proceeds shall be excluded from the prepayment requirements of this Section 3.04(c)(i) if (x) the Borrower shall deliver to the Administrative Agent a certificate to the effect that the Borrower intends to apply the Net Cash Proceeds from such Disposition or Casualty Event (or a portion thereof specified in such notice) to reinvest such Net Cash Proceeds in the business of the Loan Parties and/or restore or replace any Collateral affected by such Casualty Event, within 365 days after receipt of such Net Cash Proceeds (any such event, a “Reinvestment”), and certifying therein that (1) no Event of Default exists prior to giving such notice and prior to or after giving effect to such Reinvestment and (2) before and after giving effect to such Reinvestment, the Borrower shall be in pro forma compliance with the Financial Covenant and setting forth reasonably detailed calculations demonstrating such pro forma compliance, and (y) within 365 days from the date of receipt of such Net Cash Proceeds, such Net Cash Proceeds are applied to such Reinvestment; provided, further, however, that the amount of such Net Cash Proceeds (i) that the Borrower or the applicable Loan Party or Subsidiary of any Loan Party shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise (including not being able to make the certifications required pursuant to this clause (i) above), apply toward a Reinvest...
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Dispositions and Casualty Events. If any Loan Party or any of its Material Domestic Subsidiaries Disposes of any property or assets (other than Dispositions permitted by Sections 7.05(b), (d) or (f)) or a Casualty Event occurs, the Borrower shall prepay the Loans and/or Cash Collateralize the L/C Obligations as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds on or prior to the date which is three Business Days after receipt of such Net Cash Proceeds by such Person (such payments to be applied as set forth in clause (e) below); provided, however, that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(a)(ii)(B) or as a result of a Casualty Event, at the election of the Borrower (as notified by the Borrower to the Administrative Agent on or prior to the date of such Disposition), and so long as no Event of Default shall have occurred and be continuing, such Loan Party or such Material Domestic Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets so long as within 270 days after the receipt of such Net Cash Proceeds, a definitive agreement relating to such purchase shall have been executed (as certified by the Borrower in writing to the Administrative Agent) and such acquisition agreement shall have closed within 120 days thereafter; and provided further, however, that any Net Cash Proceeds not so reinvested shall be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(a)(ii)(B).
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Dispositions and Casualty Events. Without limiting the obligation of the Borrower under Section 7.3 to obtain the consent of the Required Lenders to any Disposition not otherwise permitted hereunder, the Borrower agrees (A) two Business Days prior to the occurrence of any Disposition by any Credit Party or any other member of the Parent Group and within a reasonable time after the occurrence of any Casualty Event affecting any Credit Party or any other member of the Parent Group, to deliver to the Agent (in sufficient copies for each Lender) a statement, certified by an Authorized Officer of the Borrower and in reasonable detail, of the estimated amount of the Net Cash Proceeds of such Disposition or Insurance Proceeds from such Casualty Event and (B) to prepay the Notes in an aggregate amount equal to 100% of the Net Cash Proceeds of any such Disposition and 100% of the Insurance Proceeds of any such Casualty Event, as and when such Net Cash Proceeds or Insurance Proceeds are received, except any such Net Cash Proceeds or Insurance Proceeds that are (i) received by any member of the PM&C Group and (ii) either (x) applied to the mandatory prepayment (without right to reborrow) of Indebtedness outstanding under the PM&C Credit Agreement or (in the case of a Casualty Event) Indebtedness secured by a Permitted Lien on the affected property or (y) permitted, under the terms of all indentures and agreements governing any outstanding indebtedness of any member of the Parent Group, to be reinvested in assets used in the business and so reinvested within the time permitted by such indentures and agreements.
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Dispositions and Casualty Events. (i) If, at any time or from time to time, the Borrower or any of its Subsidiaries shall receive Net Proceeds from any Disposition (other than any Disposition permitted under clauses (i), (ii), (iv), (v), (vii) or (viii) of Section 8.05(c) hereof), the Borrower shall, within 365 days after receipt of such Net Proceeds (subject to the proviso below, if such proceeds have not been applied by such 365th day, then on such 365th day) unless the Borrower shall have used all or a portion of such proceeds for a Permitted Usage, apply or cause to be applied to the prepayment of principal of the Tranche A Term Loans and Incremental Term Loans in an amount equal to the lesser of (i) the amount of such Net Proceeds or (ii) the amount thereof remaining after application to such Permitted Usage, in each case in the manner and to the extent specified in paragraph (d) of this CREDIT AGREEMENT
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Related to Dispositions and Casualty Events

  • Casualty Events Not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Parent, U.S. Borrower or any of its U.S. Subsidiaries, U.S. Borrower shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); and not later than one Business Day following the receipt of any Net Cash Proceeds from a Casualty Event by Canadian Borrower or any Canadian Subsidiary, the Borrowers, shall make an Offer to Redeem the maximum principal amount of Borrowings that may be redeemed by applying an amount equal to 100% of such Net Cash Proceeds to make redemptions in accordance with Sections 2.10(h), (i) and (j); provided, in each case, that: (i) so long as no Default shall then exist or arise therefrom, no Offer to Redeem shall be required on such date to the extent that U.S. Borrower shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such proceeds are expected to be used to repair, replace or restore any property in respect of which such Net Cash Proceeds were paid or to invest in other fixed or capital assets, no later than 365 days (or such longer period as may be approved by the Administrative Agent) following the date of receipt of such proceeds; provided that if the property subject to such Casualty Event constituted Collateral under the Security Documents, then all property purchased with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.10 and 5.11; (ii) all Net Cash Proceeds in respect of all Casualty Events in excess of $15.0 million in the aggregate shall be held in the applicable Collateral Account and released therefrom only in accordance with the provisions of Article IX; and (iii) if any portion of such Net Cash Proceeds shall not be so applied within such 365-day (or longer) period, such unused portion shall be applied to make an Offer to Redeem on the last day of such period as provided in this Section 2.10(f).

  • Notice of Casualty Events Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • Asset Sales The Parent Borrower will not, and will not permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Parent Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to the Parent Borrower or a Subsidiary, provided that any such sales, transfers or dispositions involving a Subsidiary that is not a Subsidiary Loan Party shall be made in compliance with Section 6.09; (c) sale and leaseback transactions permitted by Section 6.06; (d) sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any other clause of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c) shall not exceed $25,000,000 during any fiscal year of the Parent Borrower or $50,000,000 in the aggregate during the term of this Agreement; (e) licenses and sublicenses of intellectual property rights, granted in the ordinary course of business and not interfering individually or in the aggregate in any material respect with the conduct of the business of the Parent Borrower and the Subsidiaries; and (f) trade-ins, trade-ups and other similar exchanges of equipment of the Parent Borrower and the Subsidiaries for other equipment to be used in the business of the Parent Borrower and the Subsidiaries made in the ordinary course of business; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above) shall be made for fair value and (other than those permitted by clause (b) or (f) above) for consideration at least 85% of which is cash.

  • No Dispositions Except for the transfer of assets in the ordinary course of business consistent with prior practice, no party shall sell, lease, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of its assets, which are material, individually or in the aggregate, to such party.

  • Casualty, Etc Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Asset Sale The Company or the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period").

  • Asset Dispositions Make any Asset Disposition, except: (a) the sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Borrower or any of its Restricted Subsidiaries; (i) non-exclusive licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries, (ii) exclusive licenses and sublicenses of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the ordinary course of business consistent with past practice or (iii) exclusive licenses and sublicenses, assignments of intellectual property rights and other Asset Dispositions with respect to intellectual property granted or made in the exercise of the Borrower’s reasonable business judgment, where such exclusive license, assignment or other Asset Disposition is not reasonably expected to have a Material Adverse Effect; (c) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Restricted Subsidiaries to others in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries; (d) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 4.4(b) are complied with in connection therewith; (e) Assets Dispositions in connection with transactions expressly permitted by Section 9.4; (f) Asset Dispositions not otherwise permitted pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Event of Default shall exist or would result from such Asset Disposition and (ii) such Asset Disposition is made for Fair Market Value and the consideration received shall not be less than 75% in cash or Cash Equivalents; and (g) Asset Dispositions of accounts receivable transferred as part of a Permitted A/R Financing.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Insurance Casualty Condemnation Seller agrees that it will keep the Property insured against casualty until the Closing Date under its existing insurance policies or replacement policies with the same coverage as existing at the date of execution hereof. Such policies shall be terminated by Seller at the Closing Date. In the event that, prior to the Closing Date, all or any portion of the Property shall be destroyed by fire or other casualty, or taken by condemnation or exercise of the right of eminent domain, or if proceedings therefor shall be instituted or threatened and the amount of any such damage or condemnation exceeds $100,000, then Buyer may, within ten (10) days of its receipt of notice of such event, elect to terminate this Agreement by written notice to Seller and Escrow Agent. If the damage or condemnation is equal to or less than $100,000 or if the damage or condemnation exceeds $100,000 but Buyer does not terminate this Agreement, then the parties shall proceed to close the transaction contemplated hereby, in which event any insurance or condemnation proceeds (excluding rental loss proceeds attributable to the period prior to the Closing Date) shall inure to the benefit of Buyer and shall be assigned by Seller to Buyer at close of Escrow. In the event the parties proceed to close the transaction contemplated hereby, Seller shall pay any required deductible applicable to such insurance coverage, or the Purchase Price shall be reduced by the amount of any such deductible.

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