Risk of Loss and Casualty Sample Clauses

Risk of Loss and Casualty. (1) Subject to the terms and conditions of this Agreement, the Purchased Assets shall be at the risk of the Vendors until Closing. Title to, risk of loss of, or damage to any of the Purchased Assets shall pass to the Purchaser at Closing. (2) If after execution of this Agreement and before the Closing, Purchased Assets comprising less than all or substantially all of the Purchased Assets are lost, materially damaged so as to render the Purchased Assets inoperable, destroyed or are expropriated or seized by any Governmental Authority or any other Person in accordance with Applicable Law or if notice of any such expropriation or seizure has been given in accordance with Applicable Law (each, a “Casualty”), then with respect to each such Purchased Asset which is subject to a Casualty (each, a “Casualty Asset”), the Purchaser shall have the option to amend Schedule “B” to remove such Casualty Asset, and the Purchase Price payable shall be adjusted to reflect the removal of such Casualty Asset as a Purchased Asset under this Agreement in accordance with the allocation set forth on Schedule “B”. (3) If before the Closing, all or substantially all of the Purchased Assets are subject to a Casualty, in addition to the option set forth in Section 7.3(2) above, the Purchaser, in its discretion, shall have the option, exercisable by written notice to the Vendors given prior to the Closing Time, to terminate this Agreement, as provided in Section 10.1. (4) During the Interim Period, each Party shall notify the other in writing of the occurrence of any Casualty promptly after such Party has become aware of the occurrence thereof.
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Risk of Loss and Casualty. All risk of loss with respect to the Company and its assets shall remain with the Company until the Closing and, assuming the occurrence of the Closing, shall pass to Purchaser effective as of the Closing Date, subject to the terms and conditions of this Agreement. If, prior to the Closing, any damage to or loss of any of the assets of or premises occupied by the Company occurs due to fire, flood, riot, war, terrorism, theft, act of God or other casualty, or by reason of condemnation, and if Purchaser does not elect, or is not permitted under the terms of this Agreement to elect, to terminate this Agreement, the Merger shall be reduced by an amount equal to the sum of the reasonably estimated total cost necessary to repair or replace the damage or loss plus the reasonably estimated amount of lost profits that Purchaser will incur by reason of such damage or loss, net of reasonably estimated insurance recoveries. The adjustments in accordance with this Section 6.5 are the exclusive adjustments to be made by reason of such occurrence for purposes of this Agreement.
Sample 1
Risk of Loss and Casualty. The Purchased Assets shall be at the risk of the Vendors until Closing. If, before the Closing, all or substantially all of the Purchased Assets are lost, damaged or destroyed or are expropriated or seized by any Governmental Authority or any other Person in accordance with Applicable Law, or if notice of any such expropriation or seizure shall have been given in accordance with Applicable Law (each, a “Casualty”), the Purchaser shall in such circumstances have the option, in its discretion but acting reasonably, exercisable by notice to the Vendors given prior to the Closing Time: (1) to terminate this Agreement as provided in Section 9.1(2); or (2) to complete the purchase of the Purchased Assets without any adjustments to the Cash Purchase Price payable hereunder. During the Interim Period, the Vendors shall notify the Purchaser in writing of the occurrence of any Casualty affecting all or substantially all of the Purchased Assets promptly after the occurrence thereof.
Sample 1
Risk of Loss and Casualty. All risk of loss with respect to the Purchased Assets shall remain with Sellers until the Effective Time and, assuming the occurrence of the Closing, shall pass to Purchasers immediately following the Effective Time, subject to the terms and conditions of this Agreement. If, prior to the Effective Time, any material damage to or loss of any of the Purchased Assets occurs due to fire, flood, riot, war, terrorism, theft, act of God or other casualty, or by reason of condemnation ("Casualty Event"), Sellers shall be required to provide Purchasers with prompt written notice of such Casualty Event and Purchasers may elect, within ten (10) Business Days of receipt of such notice, to either (i) terminate this Agreement if such Casualty Event results in a Material Adverse Change, in which event the parties shall have no further obligations or liabilities under this Agreement; or (ii) to reduce the Purchase Price by an amount equal to the sum of the reasonably estimated total cost necessary to repair or replace the damage or loss plus the reasonably estimated amount of lost profits that Purchasers will incur by reason of such damage or loss. The adjustments in accordance with this Section 7.8 are the exclusive adjustments to the Purchase Price to be made by reason of such occurrence for purposes of this Agreement.
Sample 1
Risk of Loss and Casualty. The Property shall be held at the risk of Seller until legal title has passed and possession of the Property has been given to Buyer. Seller assumes all risk of loss or damage to the Property by fire or other casualty until the Deed is delivered to Buyer at Closing. If, at any time prior thereto, any portion of the Property is destroyed or damaged as a result of fire or any other cause whatsoever, Seller shall promptly give written notice thereof to Buyer. In the event that (a) the total cost to repair or restore such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds $100,000.00, and/or (b) the estimated time to restore or repair such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds sixty (60) days from the casualty date, Buyer shall have the right to terminate this Agreement by written notice delivered to Seller within twenty (20) days following the date upon which Buyer receives Seller’s written notice of the destruction or damage and the Xxxxxxx Money Deposit shall be returned to Buyer. If (i) such destruction or damage can be repaired or restored for $100,000.00 or less, and can be repaired in sixty (60) days or less from the casualty date, or (ii) the cost of such repair or restoration shall exceed $100,000.00, and/or the time to complete the repair and restoration of the Property shall exceed sixty (60) days from the casualty date, but Buyer does not elect to so terminate this Agreement within said twenty (20) day period, this Agreement shall remain in full force and effect and the parties shall proceed to Closing, Seller shall assign all insurance proceeds, if any, will be assigned to Buyer and, to the extent such insurance proceeds are insufficient to repair or restore such destruction as determined by Seller’s insurance adjuster, the Purchase Price shall be reduced by such deficiency and the amount any deductible required to be paid by Buyer in connection with such insurance proceeds, if not previously paid by Seller.
Sample 1
Risk of Loss and Casualty. If the Premises are damaged or destroyed by fire or other casualty during the Lease Term, Tenant shall give immediate Notice (as that term is defined in Section 22.1) of such damage or destruction to Landlord, and the following provisions shall apply: 11.1. If the Premises are totally destroyed by fire or other casualty, or if the Premises are so damaged that the cost of the repair or restoration would exceed 50% of the cost to entirely replace the Premises at the time such damage or destruction took place, then either party shall have the right to terminate this Lease by giving Notice to the other party within 30 days after the occurrence of such damage or destruction, and this Lease then shall terminate as of 15 days after the date such Notice is given. If either party fails to timely exercise the option to terminate this Lease under this Section 11.1, Landlord and Tenant each shall cause the damage for which they have the respective risks of loss under Section 7.1 and Section 7.2, to be repaired as soon as reasonably practicable, and this Lease shall continue in full force and effect. 11.2. If the Premises are damaged or destroyed by fire or other casualty to such an extent that the cost of repair and restoration does not exceed 50% of the cost to totally replace the Premises at the time of such damage or destruction took place, then this Lease shall not terminate, and the provisions of Section 11.1 concerning the repair and restoration of the Premises shall control. 11.3. The opinion of an architect or registered engineer appointed by Landlord to determine the costs of repair, restoration, or replacement of the Premises shall be controlling upon the parties for the purposes of Sections 11.1 and 11.2. The provisions of this Section 11.3 are not intended to limit, modify, or release Tenant from any liability Tenant may have under this Lease or otherwise, in relation to any damage or destruction of the Premises. 11.4. Notwithstanding the provisions in Sections 11.1 and 11.2, if any damage or destruction to the Premises, is caused by any act or omission of Tenant or Tenant’s agents, employees, licensees, or invitees, Tenant shall be solely responsible to pay for and cause the Premises to be restored or repaired to at least as good a condition as existed as of the time such casualty occurred. 11.5. If a casualty of the Premises occurs that is not Tenant’s responsibility under Section 11.4, and that causes the Premises to be untenentable, Monthly Rent due un...
Sample 1

Related to Risk of Loss and Casualty

  • Risk of Loss and Insurance SELLERS shall bear the risk of loss or damage to the Property prior to closing or possession, whichever first occurs. SELLERS agree to maintain existing insurance and BUYERS may purchase additional insurance. In the event of substantial damage or destruction prior to closing, this Agreement shall be null and void; provided, however, BUYERS shall have the option to complete the closing and receive insurance proceeds regardless of the extent of damages. The property shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before the closing date.

  • Risk of Loss; Insurance a) The State shall not be liable to Contractor for any risk of Deliverable loss or damage while Deliverable is in transit, or while in the Department’s possession, except when such loss or damage is due directly to the Department’s negligence or intentional misconduct. Nothing in this Section is intended nor shall it be construed, in any manner, as waiving or compromising the sovereign immunity of the State. b) Throughout the Term, Contractor shall maintain, at Contractor’s sole cost and expense, a policy or policies of commercial general liability insurance, including contractual liability coverage, in an amount not less than $1,000,000.00 for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property, in any one accident or occurrence, and, subject to that limit per accident, a total (or aggregate) limit of $2,000,000.00 per occurrence for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property per policy period. Such insurance policy or policies shall name the State and State’s officials, agents and employees as additional insureds. Contractor shall provide the State a certificate of insurance evidencing the above coverage upon written request on an annual basis and shall not begin performance of the Services until such a certificate has been provided to DAS and, if requested, the Department. c) During the Term, and for a period of three (3) years thereafter, the Contractor shall carry Professional Liability Insurance in the amount of $1,000,000 per Claim and Annual Aggregate. Contractor shall provide the State a certificate of insurance evidencing such Professional Liability Insurance coverage upon written request on an annual basis and shall not begin Performance of the Services until such a certificate has been provided to the Department. d) All insurance with the exception of the professional liability insurance required under (c) above must be written on an occurrence basis as opposed to “claims made” basis.

  • 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/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.

  • Insurance and Risk of Loss Debtors shall at all times bear all risk of loss, damage to or destruction of the Collateral. Debtors agree to procure forthwith and maintain insurance on the Inventory, for the full insurable value thereof and for the life of this Agreement, in the form of Fire Insurance with Extended Coverage or Combined Additional Coverage, as appropriate, and Collision, Theft and/or Vandalism and Malicious Mischief Coverage when appropriate, plus such other insurance as Secured Party may specify from time to time, all in form and amount and with insurers satisfactory to Secured Party. Debtors agree to deliver promptly to Secured Party certificates, or if requested, policies of insurance satisfactory to Secured Party, each with a standard long-form loss-payable endorsement naming Secured Party or assigns as loss-payee as their interests may appear. Each policy shall provide that Secured Party’s interest therein will not be invalidated by the acts, omissions or neglect of anyone other than Secured Party, and will contain insurer’s agreement to give 30 days prior written notice to Secured Party before the cancellation of or any material change in the policy will be effective as to Secured Party, whether such cancellation or change is at the direction of Debtors or insurer. Secured Party’s acceptance of policies in lesser amounts or risks will not be a waiver of a Debtor’s foregoing obligation. Debtors assign to Secured Party all proceeds of such insurance, including returned and unearned premiums, not to exceed the sum of all amounts payable pursuant hereto. Debtors direct all insurers to pay such proceeds directly to Secured Party.

  • Condemnation and Casualty (a) In the event of any condemnation or casualty of any Property in part or in the entirety, the proceeds of such condemnation or casualty, to the extent not retained or otherwise applied by the holder of any mortgage securing Senior Debt on such Property, or by the holder of the Construction Loan, applied as required pursuant to any Major Lease approved by the Lender at the Property or applied by such mortgagee or in accordance with such Major Lease either to restore the improvements on such Property or to reduce such Senior Debt or the Construction Loan, as applicable, applied as required pursuant to any condominium declaration and/or related by-laws affecting any Property that has previously been approved by Lender to restore the improvements on such Property or applied in accordance with the Loan Documents, shall be immediately deposited by Borrower in a cash collateral account to be maintained by Borrower at a depository designated by Lender and under the sole dominion and control of Lender (the "Cash Collateral Account") pursuant to a cash collateral agreement to be entered into between Borrower, Lender and such Depository (the "Cash Collateral Agreement"); (such proceeds of condemnation so deposited being herein called "Condemnation Proceeds"; such proceeds of casualty so deposited being herein called "Casualty Proceeds"; and Condemnation Proceeds and/or Casualty Proceeds being herein called "Proceeds") and shall constitute additional collateral for the Loan Obligations. (b) Provided that no Default or Event of Default shall have occurred and be continuing, the Borrower shall be entitled to withdraw any Condemnation Proceeds from the Cash Collateral Account for the purpose of acquiring additional real estate assets with the consent of the Lender, which consent shall not be unreasonably withheld, provided that, subject to the Loan Documents, the Loan Agreements and the Other Vornado Loans (i) Borrower shall have delivered to Lender an appraisal for such real estate (x) for an amount at least equal to the amount of the Condemnation Proceeds sought to be withdrawn by the Borrower to purchase such real estate and (y) issued by an appraisal company and in form and substance reasonably satisfactory to the Lender; (ii) the Borrower shall have delivered to Lender environmental, engineering and such other studies, reports, documents, title reports, violation searches and other information relating to such real estate as would be generally required by the Lender in accordance with good institutional lending practices, all of which studies, reports, documents and other information shall be in form and substance reasonably satisfactory to the Lender; (iii) the Lender shall be granted a priority lien mortgage on said real estate to further secure the Guaranty (the "Additional Mortgage"); (iv) the Borrower shall have delivered to Lender a paid-up mortgage title insurance policy in favor of Lender, insuring the Additional Mortgage as a second priority mortgage on such real estate, subject to no encumbrances or other title exceptions except those title exceptions which Lender reasonably determines are acceptable based on good institutional lending practices; and (v) the Borrower shall have paid all reasonable costs and expenses of the Lender (including reasonable attorneys' fees and expenses) incurred by the Lender in connection with the review of any of the foregoing conditions. (c) The Borrower shall also have the right to withdraw the Condemnation Proceeds remaining in the Cash Collateral Account to pay for the cost of constructing improvements on any Property covered by any Mortgage, and the Borrower shall have the right to withdraw any Casualty Proceeds in the Cash Collateral Account to pay for the repair and restoration of improvements whose damage or destruction generated such Casualty Proceeds, provided that, in all cases, subject to the Loan Documents, the Loan Agreements and any condominium declaration and/or related by-laws affecting such Property that has previously been approved by Lender and the Other Vornado Loans: (i) no Default or Event of Default shall be continuing; (ii) the Lender shall have approved the plans and specifications for the construction of such improvements as well as the general contract and other major contracts to be entered into by the Borrower in connection with such construction, which approval will not unreasonably be withheld; (iii) the Lender shall have received such certification and assurances as Lender shall reasonably request to assure it that the cost of constructing the improvements as shown on the plans approved by Lender does not exceed the amount of the Proceeds sought to be withdrawn by the Borrower to pay for such improvements; and (iv) the Lender may impose such further conditions and restrictions upon the disbursement of such Proceeds as the Lender deems necessary or desirable, consistent with prudent institutional construction lending practices, to assure the completion of the proposed improvements subject to no liens or encumbrances (except Permitted Liens) and in accordance with the aforesaid approved plans and all applicable laws.

  • 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.

  • 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.

  • FIRE AND CASUALTY DAMAGE If the Premises are so injured or damaged by fire or other cause as to be uninhabitable for more than 120 days, then the Tenant may terminate this Lease upon written notice to the Landlord. A total destruction of the Premises shall automatically terminate this Lease. If this Lease is not so terminated, then the Landlord shall diligently restore the damaged Premises at its sole cost and expense as soon as is reasonably practical, but in all events less than 120 days from the date of such damage or casualty, and if the Landlord fails to do so, then the Tenant may terminate this Lease by delivering written notice to the Landlord. The Tenant will be entitled to an abatement of Rent for the period of time that all or any portion of the Premises are not useable for the Tenant’s business due to such casualty based on the portion of the Premises that the Tenant is unable to use. If any such damage occurs before closing but after the Tenant has exercised its Option to Purchase, then the Tenant may, within 30 days after the date of such damage, by delivery of written notice to the Landlord, cancel and rescind the Tenant’s exercise of the Option to Purchase. Each of the Landlord and the Tenant hereby releases the other (and the other’s employees, officers, shareholders, directors, and members) from any and all liability or responsibility to the other or any claiming through or under them by way of subrogation or otherwise for any loss or damage to property caused by fire or any other perils which may be insurable in policies of insurance covering such property and required to be carried within this Lease, even if such loss or damage shall have been caused by the fault or negligence of the other party, or anyone for whom such party may be responsible. Each party shall cause its insurance policies to contain a clause or endorsement to the effect that such release shall not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder and to the effect that such insurer waives its rights of subrogation as to such released or waived claim.

  • Fire and Casualty (a) If the Premises are damaged by fire or other casualty then in such event Landlord shall, in its sole discretion, either (i) enter and make the necessary repairs without affecting this Lease, or (ii) terminate this Lease by giving written notice thereof to Tenant within sixty (60) days of such fire or other casualty in which event Tenant shall pay the rent hereunder apportioned to the time of such damage and shall pay all other obligations of Tenant owing on the date of termination, and Tenant shall immediately surrender the Premises to Landlord. (b) In the event the Building is so badly damaged or injured by fire or other casualty, even though the Premises may not be affected, that Landlord decides, within ninety (90) days after such destruction, not to rebuild or repair the Building (such decision being vested exclusively in the discretion of Landlord), then in such event Landlord shall so notify Tenant in writing and this Lease shall terminate as of the date of damage in the notice from Landlord to Tenant, and the Tenant shall pay rent hereunder apportioned to the date of damage and shall pay all other obligations of Tenant owing on the date of damage, and Tenant shall immediately surrender the Premises to Landlord. (c) In the event the Lease is not terminated, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and/or the Premises to substantially the same condition as existed immediately prior to the date of damage. All rent shall xxxxx for the portion of the Premises that is not usable by Tenant from the date of damage until substantial completion of the repairs and restoration required to be made by Landlord pursuant to this Paragraph. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

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