Risk of Loss; Casualty Sample Clauses

Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options: (i) To declare this Contract cancelled and of no further force or effect and receive a refund of the Downpayment in which event neither party shall thereafter have any further rights against, or obligations or liabilities to, the other by reason of this Contract; or (ii) To complete the purchase in accordance with this Contract with- out reduction in the Purchase Price, except as provided in the next sent-ence. If Seller carries hazard insurance covering such loss or damage, Seller shall turn over to Purchaser at the Closing the net proceeds actually collected by Seller under the provisions of such hazard insurance policies to the extent that they are attributable to loss of or damage to any property included in this sale, less any sums theretofore expended by Seller in repairing or replacing such loss or damage or in collecting such proceeds; and Seller shall assign (without recourse to Seller) Seller’s right to receive any additional insurance proceeds which are at-attributable to the loss of or damage to any property included in this sale. (b) If seller does not elect to make such repairs and restorations, Purchaser may exercise the resulting option under (i) or (ii) of (a) above only by notice given to Seller within 10 days after receipt of Seller’s notice. If Seller elects to make such repairs and restorations and fails to comple...

Risk of Loss; Casualty. Purchaser acknowledges that the Residence Declaration sets forth the minimum insurance coverage responsibilities of the Residence Association governing the Unit and accepts the same.

Risk of Loss; Casualty. Prior to the Closing, any loss or damage to the Purchased Assets from fire, casualty or otherwise shall be the sole responsibility of Seller. Thereafter, any such loss or damage shall be the sole responsibility of Purchaser.

Risk of Loss; Casualty. Until the Closing Date, the risk of loss or damage to any of the Purchased Assets by fire or other casualty or any cause whatsoever shall be upon the Sellers and Shareholders. In the event of damage or destruction or loss, as a result of fire or other elements, or other casualty or any cause whatsoever, whether or not beyond any Party’s control, of any of the Purchased Assets or the Excluded Assets such that, in Purchaser’s reasonable judgment, the Sellers and Shareholders will not be able to perform their obligations under this Agreement or any other Transaction Document, or Sellers’ or Shareholders’ ability to perform under this Agreement or any other Transaction Document is or will be materially adversely affected, the Purchaser and Autobytel shall have the right to terminate this Agreement by serving upon the Sellers and Shareholders, on or before the Closing Date, written notice of its election to so terminate. Sellers and Shareholders agree to give the Purchaser written notice of any damage or destruction to any of the Purchased Assets or any Excluded Assets with full details of the nature and extent thereof, and the Purchaser and Autobytel shall have an opportunity to review the extent of such damage and destruction. If the Purchaser and Autobytel shall not elect in a writing delivered to Sellers and Shareholders to terminate this Agreement, or in the event of any destruction or damage or loss not giving rise to any right in Purchaser to terminate this Agreement, this Agreement shall remain in full force and effect and all insurance proceeds paid or payable with respect to any damaged or destroyed or lost property or assets of Sellers which would have been included in the Purchased Assets and purchased by the Purchaser hereunder on the Closing Date, shall constitute Purchased Assets and shall be payable, and remitted by Sellers or Shareholders, to the Purchaser on the later to occur of the Closing Date or when received by any Seller or Shareholder (or Affiliate thereof).

Risk of Loss; Casualty. Except as otherwise provided in this Section ý5.06, during the Interim Period, all risk of loss or damage to the property or assets of the ProjectCos including the Projects, shall, as between Purchaser and Seller, be borne by Seller unless such loss is caused or created by Purchaser. If during the Interim Period, the property or assets of the ProjectCos, including the Projects, are damaged by fire or other casualty (each such event, an “Event of Loss”), or are taken by a Governmental Authority by exercise of the power of eminent domain (each, a “Taking”), then the following provisions of this Section 5.06 shall apply: (a) Following the occurrence of (i) any one or more Events of Loss, if the aggregate costs to restore, repair or replace the property or assets of the ProjectCos subject to such Event of Loss to a condition reasonably comparable to its or their condition prior to such Event of Loss, plus the amount of any lost profits reasonably expected to accrue after Closing as a direct result of such Event of Loss (such amount pursuant to this clause (i) to be determined by an independent third party appraiser mutually selected by the Parties (collectively, “Restoration Costs”)) and/or (ii) any one or more Takings, if the value of the property subject to such Taking plus the amount of any lost profits reasonably expected to accrue after Closing as a direct result of such Taking, less any condemnation award received by Purchaser (provided, that any such condemnation award is made available to Purchaser) (such amount pursuant to this clause (ii) to be determined by an independent third party appraiser mutually selected by the Parties (collectively, the “Condemnation Value”)), is, in the aggregate, less than or equal to one percent (1%) of the Base Purchase Price, in the case of each of clauses (i) and (ii), net of and after giving effect to (A) any insurance, condemnation award or other third party proceeds reasonably expected to be available to the applicable ProjectCos of Seller for such event, (B) any tax benefits related thereto, and (C) any amounts expended by the applicable Project Company or Seller prior to Closing to restore damage caused by such casualty event there shall be no effect on the transactions contemplated hereby. (b) Subject to the termination right of Purchaser and Seller set forth in Section 5.06(d), upon the occurrence of any one or more Events of Loss and/or Takings involving aggregate Restoration Costs and Condemnation Value in exc...

Risk of Loss; Casualty. Lessee assumes, and shall at all times bear the entire risk of, any loss, theft, damage to, or destruction of any Equipment from any cause whatsoever, to the extent covered by the proceeds of insurance, from the time such Equipment is shipped to Lessee until its return to Lessor or other disposition at the end of the Lease. Lessee shall promptly notify Lessor in writing if any Equipment shall be or become worn out, lost, stolen, destroyed, irreparably damaged, or permanently rendered unfit for use from any cause whatsoever (each a “Casualty Occurrence”). In the event of a Casualty Occurrence, at Lessee’s option, Lessee shall within thirty (30) days of such Casualty Occurrence, (i) place such Equipment in good condition and repair, in accordance with the terms hereof; or (ii) pay Lessor the sum of (A) the outstanding principal component of Rent as of payment date, and (B) all other amounts which are due hereunder, including interest accruing to such payment date. If elected by Xxxxxx and upon payment of all sums due under Section 13(ii) with respect to such Equipment, the obligation of Lessee to pay Rent and the term of this Lease with respect to such Equipment shall terminate. Following payment of all sums due under Section 13(ii) with respect to such Equipment, and if no Default has occurred and remains continuing, Lessor will then (a) transfer to Lessee the Lessor’s rights to such Equipment “AS IS, WHERE IS” and with all defects, without recourse and WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, other than a warranty that the Equipment is free and clear of any liens created by or through Lessor; and (b) remit to Lessee any physical damage insurance proceeds received by Lessor arising out of such loss.

Risk of Loss; Casualty. Prior to the Closing, any loss or damage to the Transferred Inventory from fire, casualty or otherwise shall be the sole responsibility of Depomed. Thereafter, any such loss or damage shall be the sole responsibility of Collegium.

Risk of Loss; Casualty. (a) Lessee hereby assumes all risk of loss, damage, theft, taking, destruction, confiscation, requisition or condemnation, partial or complete, of or to each Unit of Property, however caused or occasioned, such risk to be borne by Lessee with respect to the Property from the Commencement Date, and continuing until such Property has been returned within the meaning of Section 18(a)

Risk of Loss; Casualty. Until the Closing Date, the risk of loss or damage to any of the Purchased Assets by fire or other casualty or any cause whatsoever shall be upon Seller. In the event of damage or destruction or loss to the extent of more than twenty percent (20%) of the aggregate fair market value of the Purchased Assets, computed as of the Closing Date, as a result of fire or other elements, or other casualty or any cause whatsoever, whether or not beyond any party's control, Purchaser shall have the right to terminate this Agreement by serving upon Seller, on or before the Closing Date, written notice of its election to terminate. Seller agrees to give Purchaser written notice of any damage or destruction to any of the Purchased Assets with full details of the nature and extent thereof, and Purchaser shall have an opportunity to review the extent of such damage and destruction. If Purchaser shall not elect in a writing delivered to Seller to terminate this Agreement or in the event of any destruction or damage or loss not giving rise to any right in Purchaser to terminate this Agreement, this Agreement shall remain in full force and effect and all insurance proceeds payable with respect to any damaged or destroyed or lost property, which property would have been purchased by Purchaser hereunder on the Closing Date, shall be payable to Purchaser on the later of the Closing Date or when received from the insurance carrier by Seller.

Risk of Loss; Casualty. Prior to the Closing, Seller shall bear all risk of loss to the Property from fire or other casualty and all liabilities arising from the Property before the Closing. Seller shall maintain all existing fire and casualty and liability insurance on the Property. The Seller shall notify the Purchaser promptly of any damage to the Property, and give the Purchaser a right to inspect such damage. If the damage is in excess of fifty thousand dollars ($50,000), the Purchaser shall have the right, at Purchaser's option, either to (i) terminate this Agreement, in which event the Deposit will be returned to the Purchaser, and Purchaser and the Seller shall thereafter have no further obligations hereunder, or (ii) proceed with the Closing and accept title to the Property without any reduction in the Purchase Price, and the Seller shall deliver or assign to the Purchaser any insurance awards paid or due Seller with respect to such damage.