Risk of Loss and Damage Prior to Closing. Risk of loss of the Royalties shall pass to the Purchaser at the Closing, except as otherwise provided in this Agreement. The Vendors shall bear all risk of loss or impairment of the Royalties until the Closing and the Purchaser shall bear all risk of loss or impairment of the Royalties after the Closing, except as otherwise provided in this Agreement.
Risk of Loss and Damage Prior to Closing. (a) Risk of loss of the Tangible Assets shall pass to the Purchaser at the Closing, and the Company shall bear all risk of loss or damage to, or destruction of, the Tangible Assets until the Closing and the Purchaser shall bear all such risk of loss, damage and destruction after the Closing. If, prior to the Closing, any Tangible Assets are lost, damaged or destroyed and such loss, damage or destruction has not been completely replaced, repaired or otherwise rectified by the Closing, and if the Closing takes place, the Purchase Price will be reduced by an amount equal to the aggregate of:
(i) the insurance proceeds paid to the Company in respect of such loss, damage or destruction; and
(ii) the aggregate of all deductible amounts under the insurance policies against which a payment has been made under Section 2.4(a) above in respect of such loss, damage or destruction; less:
Risk of Loss and Damage Prior to Closing. Risk of loss of the Royalty shall pass to the Purchaser at the Closing, and each of the Vendors shall bear all risk of loss or impairment of the Royalty until the Closing and the Purchaser shall bear all such risk of loss after the Closing.
Risk of Loss and Damage Prior to Closing. Risk of loss of the Assets shall pass to the Purchaser at the Closing, and the Vendor shall bear all risk of loss or damage to, or destruction of, the Assets until the Closing and the Purchaser shall bear all such risk of loss, damage and destruction after the Closing. If, prior to the Closing, any Assets are lost, damaged or destroyed and such loss, damage or destruction has not been completely replaced, repaired or otherwise rectified by the Closing, and if the Closing takes place, the Purchase Price will be reduced by an amount equal to the aggregate of:
(a) the insurance proceeds paid to the Vendor or the Parent Company in respect of such loss, damage or destruction; and
(b) the aggregate of all deductible amounts under the insurance policies against which a payment has been made under Section 2.4(a) above in respect of such loss, damage or destruction; less:
(c) the amount actually expended by or on behalf of the Vendor or the Parent Company in the repair, replacement or other rectification thereof. The Vendor shall consult with the Purchaser prior to making a claim against any applicable insurance policy and shall act reasonably and bona fide in respect thereof and in a manner consistent with the Purchaser's interest in the Business and the Assets. The Vendor shall at Closing make, or cause to be made, the necessary claims under all applicable insurance policies and shall assign to the Purchaser all remaining insurance proceeds, including business interruption insurance proceeds, which are or may become receivable by the Vendor or the Parent Company in respect of any such loss, damage or destruction. Subject to the limitations contained in Article 12, the Vendor shall indemnify and save harmless the Purchaser from and against the amount of any denied insurance claim in respect of such loss, damage or destruction where the denial is due to the negligence or willful misconduct of the Vendor.
Risk of Loss and Damage Prior to Closing. 2.5 Clawback by Vendor 2.6 Buydown by Operator 2.7
Risk of Loss and Damage Prior to Closing. The Vendor will bear all risk of loss or damage to the Assets until the Closing and the Purchaser will bear all risk of loss or damage to the Assets from and after the Closing. The Purchaser will indemnify and hold harmless the Vendor from and against any Damages suffered or incurred by the Vendor in connection with the Purchaser's ownership and/or use of the Assets and the Purchaser's conduct of the Business from and after the Closing.
Risk of Loss and Damage Prior to Closing. (a) PPM shall bear all risk of loss or damage to, or destruction of, the PPM Purchased Assets until the Closing Time and the Buyer shall bear all such risk of loss from and after the Closing Time.
(b) Xxxxx shall bear all risk of loss or damage to, or destruction of, the Xxxxx Purchased Assets until the Closing Time and the Buyer shall bear all such risk of loss from and after the Closing Time.
Risk of Loss and Damage Prior to Closing. Risk of loss of the Purchased Assets shall pass to the Purchaser at Closing, and the Vendors shall bear all risk of loss or damage to the Purchased Assets until Closing and the Purchaser shall bear all risk of loss after Closing.
