Resolution of Casualty Loss Sample Clauses

Resolution of Casualty Loss. (a) If after the Signing Date but prior to the Closing Date, any Property suffers a Casualty Loss in an amount that exceeds Five Million Dollars ($5,000,000), net to Seller’s interest in the applicable Property, then (subject to Sections 15.2, 15.3 and 17.1) Purchaser shall nevertheless be required to proceed to Closing and Seller shall elect by written notice to Purchaser prior to Closing either (i) to cause, at Seller’s sole cost and expense (to the extent Purchaser does not otherwise own an interest in such Property), any such Property affected by such Casualty Loss to be repaired or restored to a quality and condition comparable to that existing with respect to such Property immediately before such Casualty Loss, as promptly as reasonably practicable (which work may extend after the Closing Date, so long as Seller is diligently pursuing such repairs or restoration activities but not longer than one hundred eighty (180) Days after the Closing Date unless mutually acceptable to the Parties), (ii) to reduce the Closing Purchase Price by the “reduction in value” of such Casualty Loss in accordance with Section 7.2(b), or (iii) to cause such Property affected by such Casualty Loss to be retained by Seller at Closing, in which case such Property shall be an Excluded Property for all purposes hereunder and the Closing Purchase Price shall be adjusted by the Good Faith Allocation of such Excluded Property.
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Resolution of Casualty Loss. 7.2.1 If, after the Signing Date but prior to the Closing Date, any Property suffers a Casualty Loss, then (subject to Sections 15.2, 15.3 and 17.1) Buyer shall nevertheless be required to proceed to Closing with respect to such Property and Seller shall elect by written notice to Buyer prior to Closing either (i) to cause, at Seller’s sole cost and expense, any such Property affected by a Casualty Loss to be repaired or restored to a quality and condition comparable to that existing with respect to such Property immediately before the Casualty Loss using the Prudent Cost Response (in the case of expenditures necessary to comply with Environmental Laws), as promptly as reasonably practicable (which work may extend after the Closing Date, so long as Seller is diligently pursuing such repairs or restoration activities but not longer than one hundred eighty (180) Days after the Closing Date unless mutually acceptable to the Parties) or (ii) to make an appropriate monetary adjustment to the Purchase Price reflecting the “reduction in value” of such Casualty Loss in accordance with Section 7.2.2.

Related to Resolution of Casualty Loss

  • Resolution of Claims The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 8(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 8(a)(i). The Company shall have the burden of proof to overcome this presumption.

  • Resolution of Objections to Claims (a) If the Members do not object in writing to any claim or claims by Buyer made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall submit one or more joint written instructions to the Escrow Agent directing the release to Buyer of any portion of the Indemnifiable Damages specified in such Officer’s Certificate to the extent such Indemnifiable Damages are actually incurred or paid by Buyer. If the Members object in writing to any claim or claims made in such Officer’s Certificate within thirty (30) days after their receipt of such Officer’s Certificate, then Buyer and the Members shall attempt in good faith for forty-five (45) days after Buyer’s receipt of such written objection to resolve such objection. If Buyer and the Members reach agreement during such period that Buyer is entitled to all or any portion of the Indemnifiable Damages sought pursuant to the Officer’s Certificate, then Buyer and the Members shall submit a joint written instruction to the Escrow Agent directing the release to Buyer of such Indemnifiable Damages or portion thereof. If Buyer and the Members reach agreement that Buyer is not entitled to any Indemnifiable Damages with respect to the matter set forth in the Officer’s Certificate, then, if the Holdback Release Date has not yet occurred, no amounts shall be released from the Escrow Account in respect of such Officer’s Certificate or, if the Holdback Release Date has occurred, then any amounts in the Escrow Account that are not subject to an unresolved claim for indemnification hereunder shall be released by the Escrow Agent to the Members in accordance with the Escrow Agreement, and Buyer and the Members shall submit a joint written instruction to the Escrow Agent so directing the release of funds from the Escrow Account.

  • Legal Action; Utilization of Special Receivership Powers The Assuming Institution shall notify the Receiver in writing (such notice to be given in accordance with Article V below and to include all relevant details) prior to utilizing in any legal action any special legal power or right which the Assuming Institution derives as a result of having acquired an asset from the Receiver, and the Assuming Institution shall not utilize any such power unless the Receiver shall have consented in writing to the proposed usage. The Receiver shall have the right to direct such proposed usage by the Assuming Institution and the Assuming Institution shall comply in all respects with such direction. Upon request of the Receiver, the Assuming Institution will advise the Receiver as to the status of any such legal action. The Assuming Institution shall immediately notify the Receiver of any judgment in litigation involving any of the aforesaid special powers or rights.

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Recognition of the U.S. Special Resolution Regimes (a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

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