No Material Casualty Sample Clauses
The "No Material Casualty" clause ensures that, as a condition to closing a transaction, the subject property or asset has not suffered significant damage or loss. In practice, this clause typically requires that the property remains in substantially the same condition as when the agreement was signed, and that no event has occurred which would materially impair its value or usability. This provision protects the buyer by allowing them to avoid or renegotiate the deal if a major casualty occurs before closing, thereby allocating risk and ensuring the asset's condition meets expectations at the time of transfer.
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No Material Casualty. Between the Execution Date and the Closing date, no Material Casualty shall have occurred. A “Material Casualty” shall mean damage or destruction of any part of the Acquired Assets by fire or the elements or by any other cause and the cost to repair such damage is reasonably likely to exceed the insurance coverage . In the event of a Material Casualty, Seller shall within fifteen (15) business days after such Material Casualty provide written notice thereof to Buyer. Such notice shall include copies of all insurance policies then in force relating to the Acquired Assets covering such Material Casualty and, Seller’s initial good faith estimate of the cost to repair such damage or destruction (“Cost Estimate”). Buyer may, by written notice to Seller within twenty (20) days after ▇▇▇▇▇’s receipt of notice of the Material Casualty, elect in writing to terminate this Agreement. Should Buyer terminate this Agreement in accordance with the provisions of this Section 4.6, this Agreement shall be terminated. If any part of the Acquired Assets is damaged or destroyed prior to the Closing Date but this Agreement cannot be terminated or is not terminated by Buyer, this Agreement shall not be affected and the parties shall not be excused from performance hereunder, but, as of the Closing date, at Buyer’s request, Seller shall assign to Buyer all of its right, title and interest in and to the proceeds of insurance insuring against the loss and Seller’s interest in sums payable thereunder or, to the extent that such proceeds are less than the CostEstimate, make payment to Buyer in amount that together with such proceeds equals the Cost Estimate.
No Material Casualty or Material Condemnation (as defined in Articles 10 and 11 herein) shall have occurred as of the Closing Date.
No Material Casualty. There shall have been no casualty for which Seller has elected to terminate this Agreement pursuant to SECTION 12.
No Material Casualty. No material casualty event shall have occurred with respect to the Assets.