Material Casualty or Condemnation. In the case of a casualty or condemnation which results a Material Loss with respect to the Real Property occurring on or after the Effective Date and prior to Closing, Buyer may at its sole discretion elect to terminate this Agreement in which event the Deposit shall be returned to Buyer and neither party shall have any further obligations hereunder except for the Covenants Surviving Termination. A "
Material Casualty or Condemnation. Notwithstanding the foregoing provisions of Section 8.2 above, if a Casualty or Condemnation occurs with respect to the Property, to the extent that the cost of repair or restoration to substantially the same condition existing prior to such Casualty (or, in the case of a Condemnation, the value of the Property or portion thereof so condemned) would exceed an amount equal to three percent (3%) of the Purchase Price for the Property as reasonably determined by Seller, or such Condemnation permanently adversely affects access to, or parking at, the Property and results in the Property being “non-conforming” (and not “legally non-conforming”) for zoning purposes, then Seller shall give Buyer prompt notice thereof and the Buyer may, at Buyer’s option to be exercised by delivery of written notice to Seller and Escrow Holder within fifteen (15) Business Days of Seller’s notice to the Buyer of the occurrence of such Casualty or Condemnation and Seller’s estimate of repair costs or valuation, elect to terminate this Agreement, in which event the Deposit shall promptly be returned to Buyer. If necessary, the Closing Date shall be postponed until Seller has given the written notice provided for above and the fifteen (15) Business Day response period for Buyer has expired. If Buyer does not timely elect in writing to terminate this Agreement as provided in this Section 8.3, Buyer shall be conclusively deemed to have waived any right to terminate this Agreement by reason of any such Casualty or Condemnation, Buyer shall proceed with the purchase of the Property and at Closing Buyer shall be entitled to: (1) in the event of a Casualty, Buyer shall receive (w) a credit against the cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent that such payments have not been expended in connection with the repair of any such casualty and less any actual out of pocket costs incurred by Seller to collect such insurance proceeds; such amount not to exceed the amounts determined by Seller to be reasonably necessary to (i) comply with Seller’s obligations under the Leases, applicable law, and any applicable documents or instruments of record, (ii) comply with Seller’s obligations under the terms of the existing financing, and (iii) protect the Property from further damage or the residents, commun...
Material Casualty or Condemnation. If prior to the Closing Date: (i) the Property shall sustain damage caused by casualty which would cost ten thousand dollars ($10,000) or more to repair or replace; or (ii) if a taking or condemnation of any portion of the Property has occurred, or is threatened, which would materially affect the value of the Property, either Purchaser or Seller may, at its option, terminate this Agreement by written notice to the other party given within two (2) business days after notice of such event. If prior to the Closing Date neither party provides said termination notice within such two (2) business day period, the Closing shall take place as provided herein with a credit against the Purchase Price in an amount equal to any insurance proceeds or condemnation awards actually collected by Seller and an assignment to Purchaser at Closing of all Seller’s interest in and to any insurance proceeds or condemnation awards which may be due but unpaid to Seller on account of such occurrence.
Material Casualty or Condemnation. If prior to the Closing there shall occur (i) damage to the Assets caused by fire or other casualty which would cost $100,000.00 or more to repair; or (ii) the taking by condemnation of all or such portion of the Premises as would materially interfere with Purchaser’s use and enjoyment thereof; or (iii) a material adverse modification to or termination of the current access to or from the Premises or of sewer or other utility service, then, and in any such event, Purchaser may terminate this Agreement by written notice given to Seller within twenty (20) days after Purchaser has received the notice referred to in Section 11.1 hereof, or at the Closing, whichever is earlier, in which event the parties shall be released from any further obligations under this Agreement. If Purchaser does not elect to terminate this Agreement, then the Closing shall take place as herein provided without abatement of the Purchase Price, and there shall be assigned to Purchaser at the Closing all of Seller’s interest in any insurance proceeds or condemnation awards which may be payable to Seller on account of any such fire, casualty or condemnation and Purchaser shall receive a credit at Closing in an amount equal to any such insurance proceeds or condemnation awards paid to Seller prior to Closing and not expended in repair or replacement of the Assets together with a credit in the amount of the deductible under such policy of insurance.
Material Casualty or Condemnation. In the event of a Material Casualty or a Material Condemnation, then the Administrative Agent shall apply the Proceeds therefrom in respect of the Obligations (subject to any requirements and restrictions set forth in any Ground Lease with respect to the Ground Lease Parcel affected by such Casualty or Condemnation).
Material Casualty or Condemnation. Any Material Casualty or Material Condemnation affecting the Facility 3 Property and not fully covered by insurance meeting the requirements set forth herein shall occur during the Construction Period, unless Required Participants and Lessor direct Lessee to repair and restore the Facility 3 Property following such Casualty or Condemnation pursuant to clause (i) of Subparagraph 3.04(b); or
Material Casualty or Condemnation. If all or a material part (as hereinafter defined) of the Property is damaged or destroyed by fire or other casualty, or is taken by power of condemnation or eminent domain, or process or purchase in lieu thereof, prior to the Closing Date, the General Partners shall promptly notify Vornado of the occurrence of such event and this Agreement shall terminate twenty (20) days after the date of such notice (or earlier if the Operating Partnership gives the General Partners a notice of termination), in which event the deposit and all earnings thereon deposited under the Deposit Escrow Agreement shall be released to the Operating Partnership, and neither party shall have any further rights against or obligations to the other hereunder except as expressly provided in this Agreement; provided that the Operating Partnership may elect by notice given to the General Partners within twenty (20) days of the date notice of the occurrence of such casualty or taking shall have been given to the Operating Partnership by the General Partners (and, notwithstanding anything else in this Agreement, the scheduled Closing hereunder shall be extended in order to provide to the Operating Partnership a complete 20-day period within which to make such election) to close hereunder without abatement or reduction of the Exchange Value (except to the extent of the deductible under the Subject Entities’ insurance coverage in the case of casualty, which deductible amount shall be a reduction in the Paris Exchange Value for a casualty affecting the Paris Property and the Geneva Exchange Value for a casualty affecting the Geneva Property).
Material Casualty or Condemnation. (a) Within 30 days after the occurrence of any Material Casualty or Condemnation, the Borrower shall deliver to the Collateral Agent a certificate (the “Work Certificate”) of the Borrower, approved in writing by an independent engineer retained by the Collateral Agent (at the expense of the Borrower), (i) describing in reasonable detail the work to be done and property to be purchased in connection with the proposed repair or restoration of the Xxxxx Springs Refinery, including timing schedules (the “Proposed Work Plan”), (ii) stating in reasonable detail the amounts required to complete each stage of the Proposed Work Plan and the sources from which any amounts in excess of the insurance proceeds or Condemnation Proceeds received with respect to such Casualty or Condemnation are to be funded (the “Proposed Work Budget”) and (iii) setting forth in reasonable detail (including financial projections) the manner in which Holdings and the Subsidiaries will continue to meet their obligations (including all financial covenants) under the Loan Documents, the Permitted ABL Facility, the Crack Spread Hedging Agreement, the Earnout Agreement and the ExxonMobil Pipeline Supply Contracts (the “Proposed Obligations Service Plan”).
Material Casualty or Condemnation. There shall not have occurred a Material Casualty or Material Condemnation Event.
Material Casualty or Condemnation. If prior to the Closing the Mall shall suffer any damage by fire or other casualty, the cost of which to repair exceeds $5,000,000, or if any proceeding shall be instituted for the taking in condemnation or by eminent domain of any material portion of the Mall, Purchaser shall have the right to terminate this Agreement by giving written notice to Equitable within thirty (30) days after Purchaser is first given written notice of such damage or taking. Equitable agrees to give Purchaser prompt notice of the occurrence of any such damage or taking. If this Agreement is so terminated by Purchaser, the Escrow Agent shall return the Deposit to Purchaser (and Equitable and Purchaser shall execute a written instruction to Escrow Agent to do so) and neither party shall have any further obligations or liabilities hereunder, or otherwise with respect to the subject matter hereof, except as otherwise expressly provided herein to the contrary.
