Post Closing Risk of Loss. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.
Post Closing Risk of Loss Sample Clauses
Related to Post Closing Risk of Loss
Delivery; Risk of Loss Deliveries must be made both in quantities and at times specified on the face of the Purchase Order or in Buyer's schedules and time is of the essence. Buyer’s delivery schedules are an integral part of the Purchase Order, are governed by these terms and conditions and are not independent contracts. ▪ Buyer will not be required to make payment for goods delivered to Buyer that are in excess of quantities specified in Buyer's delivery schedule on the Purchase Order or in written releases issued by Buyer. Buyer may reject any deliveries made after or before the specified delivery date. Seller will bear all costs and damages incurred by Buyer due to late or early delivery. ▪ If Seller fails to meet the agreed upon delivery requirements for reasons other than those specified in paragraph 13 below, and Buyer requires a more expeditious method of transportation for the goods than the transportation method originally specified, Seller shall ship the goods as expeditiously as possible at Seller's expense and invoice Buyer for the amount, if any, that Buyer would have paid for normal shipment. ▪ Unless provided otherwise in the Purchase Order, all goods are sold DAP. Seller shall be responsible for and bear the risk of any loss or damage to the goods until received by the Buyer.
Title; Risk of Loss Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables.
Risk of Loss Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering xxxxxxx’x xxxx of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the xxxxxxx’x xxxx of lading and damage inspection report.
DELIVERY, TITLE AND RISK OF LOSS Unless otherwise specified on the EDDYFI quotation, delivery is FCA (Manufacturing Site). In any case, delivery and risk of loss is in accordance with INCOTERMS 2010. Title to products shall pass to the Customer upon full payment of the invoice(s). In the absence of specific instructions, goods will be shipped via the carrier EDDYFI deems most practical. No claim for error in shipment will be considered unless made within ten (10) days of Customer’s receipt of goods.
Risk of Loss/Condemnation Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.
Title and Risk of Loss Notwithstanding the form of shipment, title or other property interest, risk of loss shall not pass from the Contractor to the Authorized User until the Products have been received, inspected and accepted by the receiving entity. Acceptance shall occur within a reasonable time or in accordance with such other defined acceptance period as may be specified in the Bid Specifications or Purchase Order. Mere acknowledgment by Authorized User personnel of the delivery or receipt of goods (e.g., signed xxxx of lading) shall not be deemed or construed as acceptance of the Products received. Any delivery of Product that is substandard or does not comply with the Bid Specifications or Contract terms and conditions, may be rejected or accepted on an adjusted price basis, as determined by the Commissioner.
Insurance; Risk of Loss (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.
Risk of Loss; Notice Prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).
Risk of Loss or Damage The Lessee assumes all risk of loss or damage to the Equipment from any cause and agrees to return it to the Lessor in the condition received, with the exception of wear and tear, unless otherwise provided in this Agreement.
Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.
