Common use of Risk of Loss and Casualty Clause in Contracts

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.

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 Vendor 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” and/or Schedule “B-1” to remove such Casualty Asset, and the Purchase Price payable shall be adjusted by <REDACTED> to reflect the removal of such Casualty Asset as a Purchased Asset under this Agreement in accordance with the allocation set forth on Schedule “BC”. (3) If before the Closing, 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(26.3(2) above, the Purchaser, in its discretion, shall have the option, exercisable by written notice to the Vendors Vendor given prior to the Closing Time, to terminate this Agreement, as provided in Section 10.19.1. (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.

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 Vendor 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 seventy five percent (75%) of the Purchased Assets are lost, materially damaged so as to render materially diminish the value of the Purchased Assets based from the values set out in Schedule “C” or render them 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 “BC”. (3) If before the Closing, all Closing seventy five percent (75%) or substantially all more of the Purchased Assets are subject to a Casualty, in addition to the option set forth in Section 7.3(26.3(2) above, the Purchaser, in its discretion, shall have the option, exercisable by written notice to the Vendors Vendor given prior to the Closing Time, to terminate this Agreement, as provided in Section 10.19.1. (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.

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 Vendor 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 shall have 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 “BC”. (3) If before the Closing, 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(26.3(2) above, the Purchaser, in its discretion, shall have the option, exercisable by written notice to the Vendors Vendor given prior to the Closing Time, to terminate this Agreement, as provided in Section 10.19.1. (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.

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” or Schedule “B-1”, as applicable, 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 applicable allocation set forth on Schedule “B” or Schedule “B-1”. (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.