Common use of Risk of Loss; Casualty Clause in Contracts

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. Until Prior to the Closing DateClosing, the Seller shall bear all risk of loss or damage to the Property from any of casualty and all liabilities arising from the Purchased Assets by fire or other Property before the Closing. Seller shall maintain all existing casualty or any cause whatsoever shall be upon and liability insurance on the Sellers and ShareholdersProperty, if any. In the event of damage or destruction or loss, as a result of fire or other elements, or other any casualty or condemnation affecting the Property occurring after the Effective Date, Seller shall deliver to Purchaser at the Closing any cause whatsoever, whether or proceeds actually received by Seller attributable to same and shall assign to Purchaser Seller’s rights to such proceeds if not beyond any Party’s control, yet received. The Seller shall notify the Purchaser promptly of any of material damage to the Purchased Assets or Property, and give the Excluded Assets Purchaser a right to inspect such that, in Purchaser’s reasonable judgment, damage. If the Sellers and Shareholders will damage is not be able repaired by Seller prior 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 Closing and is or will be materially adversely affectedin excess of one hundred thousand dollars ($ 100,000), the Purchaser and Autobytel shall have the right right, at Purchaser's option, either 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 (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 event of Purchase Price, and the Seller shall deliver or assign to the Purchaser 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 awards paid or payable due Seller with respect to any damaged or destroyed or lost property or assets of Sellers which would have been included in the Purchased Assets such damage. Purchase and purchased by the Purchaser hereunder on the Closing DateSale Agreement Xxxxxxx Property Holding, shall constitute Purchased Assets and shall be payableLLC (February 2006) • Page 6 Enclaves Group, 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).Inc.

Risk of Loss; Casualty. Until Prior to the Closing DateClosing, the Seller shall bear all risk of loss or damage to any of the Purchased Assets by 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 cause whatsoever reduction in the Purchase Price, and the Seller shall be upon deliver or assign to the Sellers and ShareholdersPurchaser any insurance awards paid or due Seller with respect to such damage. In the event the Property or any substantial portion thereof shall become the subject of damage or destruction or lossany condemnation, as a result of fire or other elementseminent domain, or other casualty similar proceeding or be taken or condemned by any cause whatsoevergovernmental authority after the Effective Date and before the Closing, whether or not beyond any Party’s control, Seller shall provide Purchaser of any of the Purchased Assets or the Excluded Assets such that, in Purchaser’s reasonable judgment, the Sellers immediate notice thereof 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 elect: (i) to terminate this Agreement by serving upon the Sellers and Shareholders, on or before the Closing Date, written notice of its election to so Seller and Title Company, whereupon the Deposit together with accrued interest thereon shall be immediately refunded to Purchaser and the parties'obligations hereunder shall terminate. Sellers ; (ii) require Seller to convey the Property (or the remaining portion) at Closing together with all right, title, and Shareholders agree to give the Purchaser written notice of any damage or destruction interest in an to any pending proceeding or proceeds 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 destructionearlier taking. If the Purchaser and Autobytel Seller shall not elect in a writing delivered to Sellers and Shareholders to terminate this Agreementcompromise or settle any casualty or condemnation claim or proceeding without the prior written consent of Purchaser, which shall not be unreasonably withheld, delayed, 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)denied.

Risk of Loss; Casualty. Until Prior to the Closing DateClosing, the Seller shall bear all risk of loss or damage to the Property from any of casualty and all liabilities arising from the Purchased Assets by fire or other Property before the Closing. Seller shall maintain all existing casualty or any cause whatsoever shall be upon and liability insurance on the Sellers and ShareholdersProperty, if any. In the event of damage or destruction or loss, as a result of fire or other elements, or other any casualty or condemnation affecting the Property occurring after the Effective Date, Seller shall deliver to Purchaser at the Closing any cause whatsoever, whether or proceeds actually received by Seller attributable to same and shall assign to Purchaser Seller’s rights to such proceeds if not beyond any Party’s control, yet received. Seller shall maintain all existing fire and casualty and liability insurance on the Property which Seller is required to maintain under the Leases. The Seller shall notify the Purchaser promptly of any of material damage to the Purchased Assets or Property, and give the Excluded Assets Purchaser a right to inspect such that, in Purchaser’s reasonable judgment, damage. If the Sellers and Shareholders will damage can not be able repaired by Seller prior to perform their obligations Closing and either is in excess of one hundred thousand dollars ($ 100,000) or entitles any lessee under this Agreement or any other Transaction Document, or Sellers’ or Shareholders’ ability a material Lease to perform under this Agreement or any other Transaction Document is or will be materially adversely affectedterminate the Lease, the Purchaser and Autobytel shall have the right right, at Purchaser's option, either 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 (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 event of Purchase Price, and the Seller shall deliver or assign to the Purchaser 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 awards paid or payable due Seller 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)such damage.