Common use of Risk of Loss; Condemnation and Casualty Clause in Contracts

Risk of Loss; Condemnation and Casualty. (a) If at any time prior to the Closing, (i) the Owned Real Property or any portion thereof is damaged or destroyed as a result of fire or any other casualty or (ii) any Proceeding is filed, under which the Owned Real Property, or any portion thereof, may be taken pursuant to any Law or by condemnation or the right of eminent domain, the Company shall promptly give Buyer written notice thereof (which notice shall describe the casualty or the type of action being taken against the Owned Real Property, as applicable, and which portions of the Owned Real Property will be affected thereby). To the extent the Company or its Subsidiaries receives insurance proceeds from any casualty insurance policies and/or condemnation proceeds in respect of damage, destruction or condemnation of the Owned Real Property or any portion thereof (collectively, “Proceeds”), the Company shall either: (A) use such proceeds to repair such damage or destruction, or replace such taken property, as applicable (“Restoration of the Property”) or (B) give Buyer a credit at the Closing against the Base Purchase Price in an amount equal to the Proceeds, if any, received by the Company, any of its Subsidiaries or any lender thereto as a result of such casualty or condemnation, less any deductible under such insurance, and any amounts spent for Restoration of the Property.

Risk of Loss; Condemnation and Casualty. (a) If at any time prior to the Closing, (i) the Owned Real Property or any portion thereof is damaged or destroyed as a result of fire or any other casualty or (ii) any Proceeding is filed, under which the Owned Real Property, or any portion thereof, may be taken pursuant to any Law or by condemnation or the right of eminent domain, the Company Companies shall promptly give Buyer the Buyers written notice thereof (which notice shall describe the casualty or the type of action being taken against the Owned Real Property, as applicable, and which portions of the Owned Real Property will be affected thereby). To the extent the any Company or its Subsidiaries Entity receives insurance proceeds from any casualty insurance policies and/or condemnation proceeds in respect of damage, destruction or condemnation of the Owned Real Property or any portion thereof (collectively, “Proceeds”), the Company Companies shall either: (A) use such proceeds to repair such damage or destruction, or replace such taken property, as applicable (“Restoration of the Property”) or (B) give Buyer the Buyers a credit at the Closing against the Base US Purchase Price or the Base Non-US Purchase Price (as applicable based on the Company Entity that received such Proceeds) in an amount equal to the Proceeds, if any, received by the Company, any of its Subsidiaries Company Entities or any lender thereto as a result of such casualty or condemnation, less any deductible under such insurance, and any amounts spent for Restoration of the Property.

Risk of Loss; Condemnation and Casualty. (a) If at any time prior to the Closing, (i) the Owned Real any Company Property or any portion thereof is materially damaged or destroyed as a result of fire or any other casualty casualty, or (ii) any Proceeding action or proceeding is filed, under which the Owned Real any Company Property, or any portion thereof, may be taken pursuant to any Law or by related to condemnation or the right of eminent domain, the Company Seller shall promptly give Buyer written notice thereof (which notice shall describe the casualty or the type of action being taken against the Owned Real such Company Property, as applicable, and which portions of the Owned Real such Company Property will be affected thereby). To the extent the that, prior to Closing, Seller or any of its Affiliates (including a Company or its Subsidiaries any Subsidiary) or any lender thereto receives insurance proceeds from any casualty insurance policies and/or condemnation proceeds in respect of damage, destruction or condemnation of the Owned Real such Company Property or any portion thereof (collectively, “Proceeds”), the Company shall Seller shall, at Seller’s election, either: (Ai) use commercially reasonable efforts, or cause its Affiliates (including a Company or any Subsidiary to use commercially reasonable efforts), as applicable, to use such proceeds to repair such damage or destruction, or replace such taken property, as applicable (“Restoration of the Property”) or (Bii) give Buyer a credit at the Closing against the Base Purchase Price Closing Cash Consideration in an amount equal to the Proceeds, if any, received by the Company, any of its Subsidiaries Seller or such Affiliate (including such Company or such Subsidiary) or any lender thereto as a result of such casualty or condemnation, less together with a credit for any deductible under such insurance, and less any amounts spent for Restoration of the PropertyProperty or in connection with the collection of such Proceeds. If as of the Closing, neither Seller nor its Affiliates has received any such insurance or condemnation proceeds, then at the Closing Seller will (or will cause its applicable Affiliate to) assign to Buyer all rights of Seller and its Affiliates, if any, to the insurance or condemnation proceeds and to all other rights or claims arising out of or in connection with such casualty or condemnation, and shall credit Buyer for any deductible under such insurance.

Risk of Loss; Condemnation and Casualty. (a) If at any time prior to the Closing, (i) the Owned Real any Property or any portion thereof is materially damaged or destroyed as a result of fire or any other casualty casualty, or (ii) any Proceeding material action or proceeding is filed, under which the Owned Real any Property, or any portion thereof, may be taken pursuant to any Law Law, ordinance, regulation or by condemnation or the right of eminent domain, the Company Seller Representative shall promptly give Buyer written notice thereof (which notice shall describe the casualty or the type of action being taken against the Owned Real such Property, as applicable, and which portions of the Owned Real such Property will be affected thereby). To the extent the that Sellers or any Group Company or its Subsidiaries receives receive insurance proceeds from any casualty insurance policies and/or condemnation proceeds in respect of damage, destruction or condemnation of the Owned Real such Property or any portion thereof (collectively, “Proceeds”), the Company Sellers or such Group Company, as applicable, shall either: (Ai) use such proceeds to repair such damage or destruction, or replace such taken property, as applicable (“Restoration of the Property”) or (Bii) give Buyer a credit at the Closing against the Base Purchase Price Closing Consideration in an amount equal to the Proceeds, if any, received by the Company, Sellers or any of its Subsidiaries Group Company or any lender thereto as a result of such casualty or condemnation, less together with a credit for any deductible under such insurance, and less any amounts spent for Restoration of the Property. To the extent any Affiliate of the Sellers (other than a Group Company) receives Proceeds, the Sellers shall cause such Affiliate to pay such Proceeds to the Group Company designated by Buyer within five (5) Business Days of receipt thereof.