Effect of Material Damage to Improvements. If prior to the Closing the Improvements are materially damaged by casualty, Seller shall notify Buyer in writing of such casualty as soon as practicable. Within ten (10) days after the occurrence of such casualty or receipt of applicable insurance proceeds whichever is later, Seller will commence restoration of the damaged Improvements, and shall complete such restorations promptly thereafter, and the Closing Date shall, if necessary be extended until such damaged improvements are complete; provided, however, that no such restoration shall be required unless the same is fully covered by a policy of insurance maintained by Seller and provided, however, that such Improvements must be completed by no later than, and the extended Closing Date may not be extended to a date later than, the earlier to occur of (i) a date which reasonably allows the Completion of the damaged Improvements, and (ii) February 24, 1997. If Seller does not commence or complete such restoration within such time period, then Buyer may elect within the next thirty (30) days pursuant to a writing delivered to Seller and Escrow Holder to (i) continue this Agreement, in which case Seller shall assign to Buyer at the Closing any insurance proceeds to which Seller is entitled with respect to such damage and Buyer shall further be entitled to deduct from the Purchase Price the amount of any deductible payable by Seller under the applicable casualty insurance policy plus the amount of any shortfall after the application of casualty insurance proceeds to the restoration of the Property (including loss of rents and any other costs incurred in restoration of the Property); or (ii) terminate this Agreement, in which case Buyer and Seller shall have no further rights and obligations to the Seller under this Agreement. In the event that Buyer elections option (i), Buyer shall instruct the Escrow Holder to retain in the Escrow from the Purchase Price the amount of the shortfall that Buyer reasonably estimates may result after the application of casualty insurance proceeds to the restoration of the Property and the Escrow Holder shall disburse to Buyer all amounts actually expended by Buyer in the restoration of the Premises after the application of insurance proceeds upon Buyer's submission of certified receipts and invoices for such amounts. Buyer's failure to have elected any of these options within the time allotted therefor shall be deemed to be an election of option (ii).

Effect of Material Damage to Improvements. If prior to the Closing the Improvements are damaged by casualty and such damage is material, Buyer shall elect in writing within ten (10) Business Days of receipt of Seller's Contractor Estimates either to (i) terminate this Agreement, in which case the Deposit shall be refunded to Buyer and neither party shall have further obligation (except as set forth in Section 12.2 and other obligations specified in this Agreement to survive such termination) or (ii) purchase the Property, in which event (A) all insurance proceeds payable as a result of such damage shall be assigned to Buyer, and (B) the Purchase Price shall be reduced by the amount to so restore such damaged Improvements to their condition existing prior to such damages, less any insurance proceeds received by Buyer; provided, however that such reduction shall not exceed a reduction of Five Hundred Thousand Dollars ($500,000).

Effect of Material Damage to Improvements. If prior to the Closing the Improvements are damaged by casualty and such damage is material, Seller shall notify Buyer in writing of such casualty as soon as practicable. Within ten (10) days after the occurrence of such casualty, Seller will, as soon as is practicable, commence restoration of the damaged Improvements, and shall complete such restoration in compliance with all laws and the representations and warranties set forth herein and shall restore such Improvements their condition prior to the occurrence of the casualty promptly (but in no event more than ninety (90) days thereafter), and the Closing Date shall be extended (but in no event by more than ninety (90) days) until such damaged Improvements are complete. If Seller does not commence or complete such restoration within such time period, then Buyer may elect pursuant to a writing delivered to Seller and

Effect of Material Damage to Improvements. If prior to the Closing the Improvements are damaged by casualty and such damage is material, Seller shall notify Buyer in writing of such casualty as soon as practicable. Within ten (10) days after receipt of such notice Buyer shall elect pursuant to a writing delivered to Seller and Escrow Holder to (i) continue this Agreement, in which case Seller shall assign to Buyer at the Closing any insurance proceeds to which Seller is entitled with respect to such damage and shall credit Buyer with the amount of any uninsured cost of repair (but in no event shall the Purchase Price be reduced); or (ii) terminate this Agreement, in which case Buyer shall have no further rights and obligations to the Seller under this Agreement (except for Buyer's obligations under Sections 4.4, 5.2(b) and 9.6 hereof). Buyer's failure to have elected any of these options within the time allotted therefor shall be deemed to be an election of option (ii). In the event of a termination of this Agreement pursuant to this Section 8.2(d), the Xxxxxxx Money Deposit shall promptly be returned by Escrow Holder to Buyer.

Related to Effect of Material Damage to Improvements

Damage to Equipment Each Party shall be responsible for damages to or loss of its own equipment. Each Party, and where applicable its insurer or coverage provider, waives the right to sue any other Party for any damages to or loss of its equipment, even if the damages or losses were caused wholly or partially by the negligence of any other Party or its officers, employees or volunteers.
Title to Improvements Any improvements, developments, adaptations and/or modifications to the Foreground Intellectual Property, and any and all new inventions or discoveries, based on or resulting from the use of Transnet’s Background Intellectual Property and/or Confidential Information shall be exclusively owned by Transnet. The Supplier/Service Provider shall disclose promptly to Transnet all such improvements, developments, adaptations and/or modifications, inventions or discoveries. The Supplier/Service Provider hereby undertakes to sign all documents and do all things as may be necessary to effect, record and perfect the assignment of such improvements, developments, adaptations and/or modifications, inventions or discoveries to Transnet and the Supplier/Service Provider shall reasonably assist Transnet in attaining, maintaining or documenting ownership and/or protection of the improved Foreground Intellectual Property.
Insurance; Damage to or Destruction of Collateral (a) The Credit Parties shall, at their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule 3.18 as in effect on the date hereof or otherwise in form and amounts and with deductibles as is customary for similarly situated businesses and with insurers reasonably acceptable to Agent. Agent and the Lenders confirm that the form, amounts and insurers described on Disclosure Schedule 3.18 are acceptable as of the Closing Date, and shall continue to be acceptable to Agent until not less than 30 days' prior written notice by Agent to Borrower to the contrary. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy. If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay all premiums relating thereto, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that Agent deems advisable. Agent shall have no obligation to obtain insurance for any Credit Party or pay any premiums therefor. By doing so, Agent shall not be deemed to have waived any Default or Event of Default arising from any Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Agent and shall be additional Obligations hereunder secured by the Collateral. (b) Agent reserves the right at any time (but not to be exercised more than once per Fiscal Year) upon (i) any material change in any Credit Party's risk profile (including any change in the product mix maintained by any Credit Party or any laws affecting the potential liability of such Credit Party), as determined by Agent in its commercially reasonable judgment, and (ii) not less than 30 days' prior written notice to Borrower, to require additional forms and limits of insurance to, in Agent's commercially reasonable judgment, adequately protect both Agent's and Lender's interests in all or any portion of the Collateral and to ensure that each Credit Party is protected by insurance in amounts and with coverage customary for its industry. If reasonably requested by Agent, each Credit Party shall deliver to Agent from time to time a report of a reputable insurance broker, reasonably satisfactory to Agent, with respect to its insurance policies. (c) Each Credit Party shall deliver to Agent, in form and substance reasonably satisfactory to Agent, endorsements to (i) all "All Risk" and business interruption insurance naming Agent, on behalf of itself and Lenders, as lender loss payee or mortgagee (as the case may be), and (ii) all general liability and other liability policies naming Agent, on behalf of itself and Lenders, as additional insured. Each Credit Party irrevocably makes, constitutes and appoints Agent (and all officers, employees or agents designated by Agent), so long as any Event of Default has occurred and is continuing or the anticipated insurance proceeds exceed $1,000,000, as such Credit Party's true and lawful agent and attorney-in-fact for the purpose of making, settling and adjusting claims under such "All Risk" policies of insurance, endorsing the name of such Credit Party on any check or other item of payment for the proceeds of such "All Risk" policies of insurance and for making all determinations and decisions with respect to such "All Risk" policies of insurance. Agent shall have no duty to exercise any rights or powers granted to it pursuant to the foregoing power-of-attorney. Borrower shall promptly notify Agent of any loss, damage, or destruction to the Collateral in (i) Borrower shall request a Revolving Credit Advance be made to Borrower in the amount requested to be released; (ii) so long as the conditions set forth in Section 2.2 have been met, Lenders shall make such Revolving Credit Advance; and (iii) in the case of insurance proceeds applied against the Revolving Loan, the Reserve established with respect to such insurance proceeds shall be reduced by the amount of such Revolving Credit Advance. To the extent not used to replace, repair, restore or rebuild the Collateral, such insurance proceeds shall be applied in accordance with Section 1.3(c).
Damage to Property Of Others 1. We will pay, at replacement cost, up to $1,000 per "occurrence" for "property damage" to property of others caused by an "insured". 2. We will not pay for "property damage": a. To the extent of any amount recoverable under Section I;
Exclusion of Consequential Damages ‌ Notwithstanding anything contained herein to the contrary, neither Party will be liable under this Agreement or under any cause of action relating to the subject matter of this Agreement for any special, indirect, incidental, punitive, exemplary or consequential damages, including loss of profits, loss of use of any property or claims of customers or contractors of the Parties for any such damages.
Damage to Personal Property The Employer will provide reimbursement for reasonable repair or replacement of damages incurred to the employee's eyeglasses, contact lenses or other prosthesis, ripped uniforms, or personal clothing, as a result of being assaulted while performing his/her work. The employee must report the incident by the end of their shift. The employee will present her or his receipt to the Employer within seven (7) days after the event, unless it was impossible for her or him to do so during this period. The Employer will reimburse up to a maximum of one hundred dollars ($100) per incident except for eyeglasses, which shall have a maximum reimbursement of three hundred dollars ($300).
Substantial Damage Upon the occurrence of Substantial Damage (as hereinafter defined) to the Property after the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.
Damage to Tenant's Property Landlord shall not be liable for any damage to Tenant's property except for that due to the willful neglect of Landlord. Tenant shall be responsible for the insuring of all personal property. Landlord strongly recommends renters insurance.
Personal Property Damage Upon submission of reasonable proof the Employer shall repair or indemnify with respect to damage to the chattels of an employee while on duty caused by the actions of a patient, resident or client provided such personal property is an article of use or wear of a type suitable for use while on duty.
Disclaimer of Consequential Damages Notwithstanding any provision to the contrary, in no event shall any Party be liable to another Party for any incidental, consequential, special, exemplary or indirect damages, lost business profits or lost data arising out of or in any way related to the Contract Documents.

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