Repair or Replacement. Except where an appraisal has been made, the Insurer, instead of making payment, may, within a reasonable time, repair, rebuild or replace the property damaged or lost with other of like kind and quality if, within seven days after the receipt of the proof of loss, it gives written notice of its intention to do so.
Repair or Replacement. (a) In the event of a Casualty or Taking between the Execution Date and the Closing Date, Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ cost prior to the Closing, in which case Buyers’ obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Assets (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.5. Notwithstanding the foregoing, Sellers’ election in clause (i) of this Section 10.2(a) shall be unavailable and clause (ii) of this Section 10.2(a) shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) days.
(b) If Sellers and Buyers agree on the Repair Costs within fifteen (15) days of Buyers’ receipt of Sellers’ notice of the Casualty or Taking (the “Repair Negotiation Period”), Buyers’ obligation to effect the Closing shall not be affected, but the Purchase Price shall be reduced by the Repair Costs so agreed.
(c) If Sellers and Buyers do not agree on the Repair Costs within the Repair Negotiation Period (a “Repair Cost Dispute”), either party may request an engineering company that shall be mutually agreed to by Buyers and Sellers to evaluate the affected Assets and deliver to Buyers and Sellers its written estimate of the Repair Costs (the “Third-Party Estimate”) within fifteen (15) days after the end of the Repair Negotiation Period.
(i) If the Third-Party Estimate is less than fifty million Dollars ($50,000,000), Buyers’ obligation to effect the Closing shall not be affected and the parties shall submit the Repair Cost Dispute to binding arbitration under the Dispute Resolution Procedures for resolution after the Closing, with a post-Closing adjustment to the Purchase Price equal to the finally-determined Repair Costs.
(ii) If the Third-Party Estimate is equal to or greater than fifty million Dollars ($50,000,000), B...
Repair or Replacement. Items of protective clothing purchased by the City shall be repaired or replaced when necessary at the discretion of the City.
Repair or Replacement. (1) Unless a dispute resolution process has been initiated, the Insurer, instead of making payment, may repair, rebuild, or replace the insured property lost or damaged, on giving written notice of its intention to do so within thirty days after receiving the proof of loss.
(2) If the Insurer gives notice under subparagraph (1) of this condition, the Insurer must begin to repair, rebuild, or replace the property within forty-five days after receiving the proof of loss, and must proceed with all due diligence to complete the work within a reasonable time.
Repair or Replacement. Amounts in the special restoration account described in
(a) above shall be applied to the repair, replacement, restoration or rebuilding of the Project if the Borrower shall deliver or cause to be delivered to the Trustee within ninety (90) days or such longer period as approved by the Authority of the event giving rise to the Net Proceeds written notice of its determination that such proceeds may be applied to the repair, replacement, restoration or rebuilding of the Project or part thereof in an economical manner, and that such proceeds shall be sufficient, together with any other moneys deposited into such special restoration account for such purpose together with (1) evidence of the Authority’s written consent thereto, and (2) a report of a management consultant to the effect that following such repair or restoration, the tests set forth in Section 6.16 of the Loan Agreement with respect to coverage levels in the Coverage Requirement Certificate will be met. Upon compliance with these conditions, the Trustee shall disburse the moneys so deposited for such repair, replacement, restoration or rebuilding, but not in an aggregate amount exceeding the cost thereof, upon receipt of a certificate of a Borrower Representative approved by the Oversight Agent, with copies to the Authority stating (i) the amount to be paid, (ii) the name of the person to which payment is to be made, and (iii) that such amount, together with all prior payments from such account, do not exceed the cost of such repair, replacement, restoration or rebuilding; provided that prior to making any such payments, the Trustee shall first have received a certificate of a Borrower Representative approved by the Oversight Agent with copies to the Authority stating (i) the estimated cost of such repair, replacement, restoration or rebuilding, (ii) that such repair, replacement, restoration or rebuilding is, in the signer’s opinion, economically practicable with the proceeds of such condemnation award, sale of land or hazard insurance claim, and other moneys, if any, deposited in such account, and (iii) that the plans and specifications, if any, prepared for such repair, replacement, restoration and rebuilding have been approved by the Authority. All disbursements made by the Trustee pursuant to such Borrower’s Certificates shall be presumed to be made properly, and the Trustee shall not be required to see to the application of any payments so made or inquire into the purposes for which such dis...
Repair or Replacement. (a) If the Meter malfunctions or fails due to reasons other than your negligence or accident,. usage which exceeds our recommendations, use of Meter in a manner not authorized by this Agreement or any operator guide, use of equipment in an environment with unsuitable humidity and/or line voltage, damage in transit, virus contamination or loss of data, loss or fluctuation of power, fire, flood or other natural causes, external forces beyond our control, sabotage or service by anyone other than us, failure to use applicable software updates, use of Meter with any system for which we have advised you we will no longer provide support or which we have advised you is no longer compatible, or use of third party supplies (such as ink), hardware or software that results in (i) damage to Meter (including damage to printheads), (ii) poor indicia, text or image print quality, (iii) indicia readability failures or (iv) a failure to print indicia, text or images (b) REPAIR OR REPLACEMENT IS YOUR SOLE REMEDY.
Repair or Replacement. At Our option, a covered Breakdown may be remedied by repair, reline, or replacement. If We decide to replace equipment, the replacement equipment will be of similar features, capacity and efficiency.
Repair or Replacement. In the event that all or any part of the Available System or optical or electronic equipment owned by IXC requires replacement during the term of this Agreement, such replacement shall be on a timely basis, and at the expense of IXC. This replacement will be scheduled at IXC's reasonable discretion upon adequate notice to PSINet or at PSINet's reasonable request.
Repair or Replacement. Subject to the Bank Loan Documents, if the Facility is damaged, destroyed or condemned so that Gaming can no longer be conducted at the Facility, the Facility shall be reconstructed if the insurance or condemnation proceeds are sufficient to restore or replace the Facility to a condition at least comparable to that before the casualty occurred. If MPM elects to reconstruct the Facility and if the insurance proceeds or condemnation awards are insufficient to reconstruct the Facility to such condition, MPM may, in its sole discretion and subject to the Bank Loan Documents, supply such additional funds as are necessary to reconstruct the Facility to such condition and such funds shall, with the prior consent of MBPI and the BIA or NIGC, as appropriate, constitute a loan to MBPI, secured by the revenues from the Enterprise and repayable upon such terms as may be agreed upon by MBPI and MPM. Subject to the Bank Loan Documents, MBPI may also elect to advance funds or borrow funds from a third party to reconstruct the Facility and such funds shall constitute a loan to the Enterprise repayable as an operating expense upon such terms as may be agreed upon by MBPI and MPM. The loan provided for herein shall not be subject to the ceiling set forth in the Development Agreement. If the insurance proceeds are not sufficient and are not used to repair the Facility, MBPI and MPM shall, subject to the Bank Loan Documents, jointly adjust and settle any and all claims for such insurance proceeds or condemnation awards, and such proceeds or award shall be applied first, to the amounts due under the Bank Loan Agreement (including principal and interest); second, to any other loans; third, to any undistributed Net Revenues pursuant to Section 6 of this Agreement; and fourth, any surplus shall be distributed to MBPI, in each case not in contravention of the Bank Loan Documents.
Repair or Replacement. In the event that any Product fails to comply with the warranties set forth in Section 20A above, Seller shall, at its expense, correct any such defect by repairing or replacing such defective Product in Seller's discretion subject to Buyer's reasonable approval. Buyer shall return to Seller such defective Products and Materials to Seller's designated facility pursuant to the RMA procedure set forth in Section 18 above. The repaired or replaced item will be shipped to Buyer no later than ten (10) business Days from receipt of the defective Product at Seller's facility subject to Materials availability. If repair or replacement is not possible due to unavailability of needed Materials within the time required by Buyer, at Buyer's option Seller will issue a refund in the form of a credit to Buyer in an amount equal to the purchase Price of the defective Products that Seller is unable to repair or replace. Replacement and/or repaired Products shall be warranted for the [*].
