Common use of Repair of Damage; Condemnation Clause in Contracts

Repair of Damage; Condemnation. (a) In the event that prior to the Closing there is any "Non-Material" (as defined in subsection (c) hereof) damage to the Purchased Assets, or any part thereof, at Buyer's option either (i) Seller shall at its cost and in a good and workmanlike manner repair or replace such damage prior to the Closing, or (ii) Buyer shall accept such Purchased Assets in their then- current condition, with an abatement or reduction in the Purchase Price in the amount necessary to fully repair and restore such damaged Purchased Assets, less (provided Buyer shall be entitled to all such insurance proceeds) the amount of insurance proceeds received by Buyer with respect to such damage, and Buyer and Seller shall proceed with the Closing. (b) In the event that prior to the Closing, any Non- Material portion of the Purchased Assets is subject to a taking, Buyer shall accept the Purchased Assets in their then-current condition and proceed with the Closing, in which case Buyer shall be entitled to an assignment of all of Seller's rights to any award in connection with such taking. In the event of any such Non-Material taking, Seller shall not compromise, settle or adjust any claims to such award without Buyer's prior written consent. (c) For the purpose of this Section 6.11, damage to the Purchased Assets or a taking of a portion thereof shall be deemed to be "Non-Material" if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall not exceed $150,000. (d) Seller agrees to give Buyer prompt notice of any taking, damage or destruction of the Purchased Assets.

Repair of Damage; Condemnation. (a) In the event that prior to the Closing there is any "Non-Material" (as defined in subsection (c) hereof) damage to the Purchased Assets, or any part thereof, other than ordinary wear and tear, at Buyer's Sellers' option either (i) Seller Sellers shall at its their cost and in a good and workmanlike manner repair or replace such damage prior to after the Closing, or (ii) Buyer Purchaser shall accept such Purchased Assets in their then- then-current condition, with an abatement or reduction in the Purchase Price in the amount necessary to fully repair and restore such damaged Purchased Assets, less (provided Buyer shall be entitled to all such insurance proceeds) the amount of insurance proceeds received by Buyer with respect to such damage, and Buyer Purchaser and Seller Sellers shall proceed with the Closing. (b) In the event that prior to the Closing, any Non- Non-Material portion of the Purchased Assets is subject to a taking, Buyer Purchaser shall accept the Purchased Assets in their then-current condition and proceed with the Closing, in which case Buyer Purchaser shall be entitled to an assignment of all of Seller's Sellers' rights to any award in connection with such taking. In the event of any such Non-Material taking, Seller Sellers shall not compromise, settle or adjust any claims to such award without BuyerPurchaser's prior written consent. (c) For the purpose purposes of this Section 6.117.8, damage to the Purchased Assets or a taking of a portion thereof shall be deemed to be "Non-Material" if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall not exceed $150,000300,000. (d) Seller agrees Sellers agree to give Buyer Purchaser prompt notice of any taking, damage or destruction of the Purchased AssetsAssets prior to the Closing.

Repair of Damage; Condemnation. (a) In the event that prior to the Closing there is any "Non-Material" (as defined in subsection (ce) hereof) damage to the Purchased Assets, or any part thereof, at Buyer's option option, either (i) Seller ECI shall at its cost and in a good and workmanlike manner repair or replace such damage prior to the Closing, or (ii) Buyer shall accept such Purchased Assets in their then- then-current condition, with and ECI shall promptly pay to Buyer an abatement or reduction in the Purchase Price in the amount necessary to fully repair and restore such damaged Purchased Assets, less (provided Buyer shall be entitled to all such insurance proceeds) the amount of insurance proceeds received by Buyer with respect to such damage, and Buyer and Seller shall proceed with the Closing. (b) In the event that prior to the Closing there is any "Non-Material" damage to ECI Real Property, or any part thereof, at Buyer's option either (i) ECI shall at its cost and in a good and workmanlike manner repair or replace such damage prior to the Closing, or (ii) the New Lease applicable to such property shall be modified (as reasonably necessary) to expressly provide (A) ECI's obligation to promptly repair or replace such damage after the Closing, and (B) abatement of Buyer's rental obligations under such New Lease in proportion to the area rendered unusable for the Business pending such repair or replacement. (c) In the event that prior to the Closing, any Non- Non-Material portion of the Purchased Assets is subject to a taking, Buyer shall accept the Purchased Assets in their then-current condition and proceed with the Closing, in which case Buyer shall be entitled to an assignment of all of Seller's rights to any award in connection with such taking. In the event of any such Non-Non- Material taking, Seller shall not compromise, settle or adjust any claims to such award without Buyer's prior written consent. (cd) In the event that prior to the Closing, any Non-Material portion of the ECI Property is subject to a taking, Buyer shall accept the Purchased Assets in their then-current condition and proceed with the Closing, in which case Buyer shall be entitled to an assignment (from ECI or Seller, as appropriate) of that portion of any award in connection with such taking which Buyer would be entitled to claim as lessee under the terms of the applicable New Lease if such New Lease were in effect on the date of such taking. The provisions of the applicable New Lease which apply in the event of condemnation shall apply with respect to such taking. In the event of any such Non-Material taking, neither ECI nor Seller shall compromise, settle or adjust any claims to such award without Buyer's prior written consent. (e) For the purpose of this Section 6.116.9, damage to the Purchased Assets or a taking of a portion thereof shall be deemed to be "Non-Material" if if: (i) in the case of inventory, the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall not exceed $150,000. 5,000,000; and (dii) Seller agrees to give Buyer prompt notice in the case of any takingdamage to a Purchased Asset, or any part thereof, other than inventory, the reasonably estimated cost of restoration or repair of such damage shall not exceed $350,000 and the restoration or repair of such damage shall be completed within 90 days; and (iii) in the case of a taking of any Purchased Asset, or any part thereof, other than inventory, the amount of the condemnation award with respect of such taking shall not exceed $350,000. Any damage or destruction cost of restoration or repair in excess of such amounts or time periods shall be deemed to be Material for the Purchased Assetspurposes of this Section 6.9.

Repair of Damage; Condemnation. (a) In the event that prior to before the Closing there is any "Non-MaterialNonmaterial" (as defined in subsection (c) hereof) damage to the Purchased Assets, or any part thereof, at Buyer's option the Buyers' option, either (i) Seller the Sellers shall at its their cost and in a good and workmanlike manner repair or replace such damage prior to before the Closing, or (ii) Buyer the Buyers shall accept such Purchased Assets in their then- then-current condition, with an abatement or reduction in the Purchase Price in the amount necessary to fully repair and restore such damaged Purchased Assets, less (provided Buyer the Buyers shall be entitled to all such insurance proceeds) the amount of insurance proceeds to be received by Buyer the Buyers with respect to such damage, and Buyer the Buyers and Seller the Sellers shall proceed with the Closing. (b) In the event that prior to before the Closing, any Non- Material Nonmaterial portion of the Purchased Assets is subject to a taking, Buyer the Buyers shall accept the Purchased Assets in their then-current condition and proceed with the Closing, in which case Buyer the Buyers shall be entitled to an assignment of all of Seller's the Sellers' rights to any award in connection with such taking. In the event of any such Non-Material Nonmaterial taking, Seller the Sellers shall not compromise, settle or adjust any claims to such award without Buyer's the Buyers' prior written consent. (c) For the purpose of this Section 6.116.10, damage to the Purchased Assets or a taking of a portion thereof shall be deemed to be "Non-MaterialNonmaterial" if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall not exceed $150,00025,000 (£17,350). (d) Seller agrees The Sellers agree to give Buyer the Buyers prompt notice of any taking, damage or destruction of the Purchased Assets.. ARTICLE VII

Repair of Damage; Condemnation. (a) In the event that prior to the Closing there is any "Non-Material" (as defined in subsection (c) hereof) damage to the Purchased AssetsAssets of the Company, or any part thereof, other than ordinary wear and tear, at BuyerSeller's option either (i) Seller shall at its cost and in a good and workmanlike manner repair or replace such damage prior to the Closing, or (ii) Buyer Purchaser shall accept such Purchased Assets in their then- then-current condition, with an abatement or reduction in the Purchase Price in the amount necessary to fully repair and restore such damaged Purchased Assets, less (provided Buyer shall be entitled to all such insurance proceeds) the amount of insurance proceeds received by Buyer with respect to such damage, and Buyer Purchaser and Seller shall proceed with the Closing. (b) In the event that prior to the Closing, any Non- Non-Material portion of the Purchased Assets of the Company is subject to a takingcompulsory purchase, Buyer Purchaser shall accept the Purchased such Assets in their then-current condition and proceed with the Closing, in which case Buyer Purchaser shall be entitled to an assignment of all of Seller's rights to any award in connection with such takingcompulsory purchase. In the event of any such Non-Material takingcompulsory purchase, Seller shall not compromise, settle or adjust any claims to such award without BuyerPurchaser's prior written consent. (c) For the purpose purposes of this Section 6.116.8, damage to the Purchased Assets of the Company or a taking compulsory purchase of a portion thereof shall be deemed to be "Non-Material" if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such taking shall not exceed $150,000(euro)300,000. (d) Seller agrees to give Buyer Purchaser prompt notice of any takingcompulsory purchase, damage or destruction of the Purchased AssetsAssets of the Company prior to the Closing.