Common use of Maintenance and Risk of Loss Clause in Contracts

Maintenance and Risk of Loss. Seller shall maintain the Assets in their present condition, normal wear and tear excepted. Seller shall bear the risk of loss from fire or other casualties until Closing. In the event any material portion of a Property or any of the other Assets included in this sale is damaged by fire or other casualties and such Property or other Assets is/are not repaired or replaced with assets of comparable worth and performance prior to Closing, Buyer shall have the option of: (i) accepting the affected Property(ies) or Asset(s) in its/their then condition, together with the proceeds of any insurance recovery obtainable by Seller (if Buyer elects to proceed under this clause (i), Seller shall not compromise, settle or adjust any claims to any such insurance proceeds without Buyer’s prior written consent which consent shall not be unreasonably withheld, conditioned or delayed); or (ii) electing to exclude any Property(ies) or Asset(s) which is materially damaged by fire or other casualties from this Agreement by written notice to Seller, and in that event, at Closing the Purchase Price will be reduced based upon the portion of the Purchase Price allocated to the excluded Property(ies) or Asset(s) on the Allocation. Buyer may insure its equitable interest in the Assets as of the time of acceptance of this Agreement.

Maintenance and Risk of Loss. Seller shall maintain the Assets in their present condition, normal wear and tear excepted. Seller shall bear the risk of loss from fire or other casualties until Closing. In the event any material portion of a Property or any of the other Assets included in this sale is damaged by fire or other casualties and such Property or other Assets is/are not repaired or replaced with assets of comparable worth and performance prior to Closing, Buyer shall have the option of: (i) accepting the affected Property(ies) or Asset(s) in its/their then condition, together with the proceeds of any insurance recovery obtainable by Seller (if Buyer elects to proceed under this clause (i), Seller shall not compromise, settle or adjust any claims to any such insurance proceeds without Buyer’s prior written consent which consent shall not be unreasonably withheld, conditioned or delayed); or (ii) electing to exclude any Property(ies) or Asset(s) which is materially damaged by fire or other casualties from this Agreement by written notice to Seller, and in that event, at Closing the Purchase Price will be reduced based upon the portion of the Purchase Price allocated to the excluded Property(ies) or Asset(s) on the Allocation (or in the event that a portion of the Purchase Price has not been allocated to the particular excluded Asset(s) on the Allocation, such amount as Buyer and Seller shall mutually agree) and, if applicable, the rent and purchase price under the Master Sublease and Purchase Agreements shall be reduced based upon the rent and purchase price allocated to the excluded Property(ies) and/or Fuel-Related Equipment located thereon in the Master Sublease and Purchase Agreements. Buyer may insure its equitable interest in the Assets as of the time of acceptance of this Agreement.