Common use of Risk of Loss/Condemnation Clause in Contracts

Risk of Loss/Condemnation. 12.17.1 Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently substantial so as to preclude or prevent resumption of normal operations of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 days from the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects to so terminate this Agreement, Buyer and Seller will stand fully released and discharged of any and all obligations under this Agreement. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.

Risk of Loss/Condemnation. 12.17.1 6.9.1. Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System the Systems or the replacement or restoration of the lost or damaged property within 30 45 days from after the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction transactions contemplated by this Agreement in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage (other than the amount of any insurance deductible), but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 6.9.2. If, prior to the Closing, all or any part portion of or interest in the Assets is are taken or condemned as a result of the exercise of the power of eminent domaindomain (which shall not be deemed to include the exercise of any right of first refusal in any Franchise), or if a Governmental Authority having such power informs Seller or Buyer that it intends seeks to condemn all or any part a portion of or interest in the Assets by proper statutory process (such event being called, in either case, a "Taking"), then Seller will promptly so notify Buyer and such Taking involves a material part Buyer may, by giving notice to Seller within 10 days of or interest in receiving notice of the AssetsTaking, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole rightelect, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking. If Buyer so elects, (ba) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (cb) at the Closing Closing, Seller will assign to Buyer all of the Seller's rights (including the right to all damages payable receive payment of damages) with respect to such the Taking and will pay to Buyer all damages previously paid to received by Seller with respect to the Taking Taking, and (dc) following the Closing, Seller will give the Buyer such further assurances of such rights and assignment with respect to the taking Taking as Buyer may from time to time reasonably request. If the portion of the Assets subject to such Taking is material to the operation of the Business or the Systems, taken as a whole, Buyer may elect to terminate this Agreement with no liability to Seller.

Risk of Loss/Condemnation. 12.17.1 6.9.1. Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System the Systems or the replacement or restoration of the lost or damaged property within 30 45 days from after the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive 40 47 such defect and proceed toward consummation of the transaction transactions contemplated by this Agreement in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage damage, but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 6.9.2. If, prior to the Closing, all or any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Closing, Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking Taking, and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking Taking as Buyer may from time to time reasonably request. The foregoing will not affect or limit the scope of any representation or warranty of Seller in this Agreement or limit Buyer's right to rely on such representation or warranty as a condition of Closing to the extent set forth in this Agreement.

Risk of Loss/Condemnation. 12.17.1 6.19.1 Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 20 days from after the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (ai) to waive such defect and proceed toward consummation of the transaction acquisition of the Assets in accordance with terms of this Agreement or (bii) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 6.19.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (either such event being called, in either caseevent, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Closing, Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.

Risk of Loss/Condemnation. 12.17.1 Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 20 days from after the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction acquisition of the Assets in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect (or Buyer may withhold from the Base Purchase Price) an amount equal to the Taking and (d) following difference between the Closing, Seller will give Buyer such further assurances amount of such rights insurance proceeds and assignment with respect the mutually agreed upon cost to return the damaged or lost Assets to the taking as Buyer may from time to time reasonably requestcondition immediately preceding such loss or damage.

Risk of Loss/Condemnation. 12.17.1 6.9.1. Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System the Systems or the replacement or restoration of the lost or damaged property within 30 45 days from after 44 51 the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction transactions contemplated by this Agreement in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage damage, but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to BuyerCompany, or the rights to such proceeds will be assigned by Seller to Buyer Company if not yet paid over to Seller. 12.17.2 6.9.2. If, prior to the Closing, all or any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer Company the Assets or interests that are the subject of the Taking, (c) at the Closing Closing, Seller will assign to Buyer Company all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking Taking, and (d) following the Closing, Seller will give Buyer Company such further assurances of such rights and assignment with respect to the taking Taking as Buyer Company may from time to time reasonably request. The foregoing will not affect or limit the scope of any representation or warranty of Seller in this Agreement or limit Buyer's right to rely on such representation or warranty as a condition of Closing to the extent set forth in this Agreement.

Risk of Loss/Condemnation. 12.17.1 Seller 7.11.1. Transferor will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System any of the Systems or the replacement or restoration of the lost or damaged property within 30 days from the occurrence of the event resulting in such loss or damageprior to Closing, Seller Transferor will immediately notify Buyer in writing Transferee of that fact and BuyerTransferee, at any time within 10 days after receipt of such notice, may elect by written notice to Seller Transferor either to (ai) to waive such defect and proceed toward consummation of the transaction acquisition of the Assets in accordance with the terms of this Agreement or (bii) terminate this Agreement. If Buyer Transferee elects so to so terminate this Agreement, Buyer Transferee and Seller Transferor will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer Transferee elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller Transferor to BuyerTransferee, or the rights to such proceeds will be assigned by Seller Transferor to Buyer Transferee if not yet paid over to SellerTransferor, and Transferor will pay to Transferee an amount equal to the difference between the amount of such insurance proceeds and the full replacement cost of the damaged or lost Assets as reasonably agreed to by the parties. 12.17.2 7.11.2. If, prior to the Closing, all or any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller Transferor or Buyer Transferee that it intends to condemn all or any part of or interest in the Assets and such taking is so substantial as to prevent normal operation of any material portion of any of the Systems (such event being called, in either case, a "Taking"), then subject to Transferee's prior written consent (which consent shall not be unreasonably withheld), Transferor may acquire or lease (as applicable) substantially similar property to substitute for the Assets that are subject to the Taking, in which case (A) Transferor shall bear all costs and expenses (direct, indirect and consequential) in any way related to the identification and acquisition of such Taking involves a material part of or interest in the Assets, and any construction and/or relocation of System plant and facilities resulting from the substitution of the property. If Transferor does not promptly propose such a substitution, or Transferor and Transferee do not reach agreement on any material aspect of such substitution of the Assets subject to a Taking then Buyer (Y) Transferee may terminate this Agreement. If Buyer Agreement or (Z) if Transferee does not elect or have the right to terminate this Agreement, then (ai) Buyer Transferee will have the sole right, in the name of SellerTransferor, if Buyer Transferee so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (bii) Seller Transferor will be relieved of its obligation to convey to Buyer Transferee the Assets or interests that are the subject of the Taking, (ciii) at the Closing Seller Closing, Transferor will assign to Buyer Transferee all of SellerTransferor's rights to all damages payable with respect to such Taking and will pay to Buyer Transferee all damages previously paid to Seller Transferor with respect to the Taking and (div) following the Closing, Seller Transferor will give Buyer Transferee such further assurances of such rights and assignment with respect to the taking as Buyer Transferee may from time to time reasonably request.

Risk of Loss/Condemnation. 12.17.1 Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently substantial so as to preclude or prevent resumption of normal operations of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 days from the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects to so terminate this Agreement, Buyer and Seller will stand fully released and discharged of any and all obligations under this Agreement. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.. The parties have executed this Agreement as of the day and year first above written. SELLER: XXXXX CABLE INCOME FUND 1-A, LTD. By: Xxxxx Intercable, Inc., its general partner By: /s/ XXXXX X. X'XXXXX ____________________________________________ Name: Xxxxx X. X'Xxxxx ____________________________________________ Title: President ____________________________________________ BUYER: TCI CABLEVISION OF GEORGIA, INC. By: /s/ XXXXXXX X. XXXXXXXXXX ____________________________________________ Name: Xxxxxxx X. Xxxxxxxxxx ____________________________________________ Title: Vice President ____________________________________________ EXHIBIT A to the Asset Purchase Agreement between Xxxxx Cable Income Fund 1-A, Ltd. and TCI Cablevision of Georgia, Inc. XXXX OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT This Xxxx of Sale, Assignment and Assumption Agreement (this "Assignment") is dated as of ____________, 1997 and entered into by Xxxxx Cable Income Fund 1-A, Ltd., a Colorado limited partnership ("Seller"), and TCI Cablevision of Georgia, Inc., a Georgia corporation ("Buyer"). This Assignment is entered into pursuant to the terms of the Asset Purchase Agreement dated as of November 8, 1996 by and between Seller and Buyer (the "Agreement"). Capitalized terms not otherwise defined in this Assignment will have the meanings given to such terms in the Agreement. For valuable consideration, the receipt and sufficiency of which are acknowledged, and subject to the terms and conditions of the Agreement, (i) Seller grants, bargains, sells, transfers, assigns and conveys to Buyer, its successors and assigns, all of the right, title and interest of Seller in and to the Assets, and (ii) Buyer assumes and agrees to observe, comply with, and perform in accordance with the terms of each, the Assumed Liabilities. Buyer does not assume or have any responsibility for any liabilities or obligations associated with the Excluded Assets. Seller reasserts the representations and warranties pertaining to the Assets that are contained in the Agreement, all of which representations and warranties are incorporated herein by this reference as if set forth in full herein, subject to the limitations set forth in the Agreement regarding the survival of, and the liability for breach of, such representations and warranties. Specifically excluded from this Assignment is any right, title or interest which is by law or contract non-assignable without the consent of the other party or parties thereto, unless and until such consent has been given, at which time the assignment of such right, title or interest will be automatically effective. This Assignment may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. This Assignment will be governed by and construed in accordance with the internal laws, and not the laws of conflicts, of the State of Colorado. The undersigned have executed this Agreement as of the date first written above. SELLER: Xxxxx Cable Income Fund 1-A, Ltd. By: Xxxxx Intercable, Inc., its general partner By: __________________________________________ Name: __________________________________________ Title: __________________________________________ BUYER: TCI Cablevision of Georgia, Inc. By: __________________________________________ Name: __________________________________________ Title: __________________________________________ EXHIBIT B to the Asset Purchase Agreement between Xxxxx Cable Income Fund 1-A, Ltd. and TCI Cablevision of Georgia, Inc.

Risk of Loss/Condemnation. 12.17.1 Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently substantial so as to preclude or prevent resumption of normal operations of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 days from the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects to so terminate this Agreement, Buyer and Seller will stand fully released and discharged of any and all obligations under this Agreement. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.involves

Risk of Loss/Condemnation. 12.17.1 Seller will bear 13.1 Risk of loss until the risk of any Closing shall be borne by Seller. In the event that damage, loss or damage destruction of the Property, which requires less than $250,000.00 to be expended to repair or restore the Assets resulting from firedamaged Property, theft by fire or other casualty (except reasonable wear and tear) at all times occurs prior to the Closing. If any such loss or damage is sufficiently substantial so as to preclude or prevent resumption actual Closing of normal operations of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 days from the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects to so terminate this Agreement, Buyer and Seller will stand fully released and discharged of any and all obligations under this Agreement. If Buyer elects to consummate the transactions contemplated by hereby, Purchaser shall not have the right to terminate this Agreement notwithstanding such loss or damage but shall be obligated to close the transaction contemplated hereby and does so, there will be no adjustment take an assignment of and receive in the consideration payable to Seller on account of such loss or damage but cash all insurance proceeds payable as a result of such casualty loss and receive a credit against the occurrence Purchase Price due at Closing in the amount of any deductible applicable to such insurance coverage, or, if such proceeds are not made available by the holder or holders of any indebtedness secured by liens against the Property, to receive a credit against the Purchase Price in the amount of such casualty loss. In the event that damage, loss or destruction of the Property, which requires $250,000.00 or more to be expended to repair or restore the damaged Property, by fire or other casualty occurs prior to the actual closing of the transactions contemplated hereby, the Purchaser shall, at its option, elect one of the following: 13.1.1 To terminate this Agreement and receive an immediate refund of all Xxxxxxx Money previously deposited; or 13.1.2 To close the transactions contemplated hereby and take an assignment of and receive in cash all insurance proceeds (including proceeds from any "loss of rent" policy, if any, then in force) payable as a result of such casualty loss and receive a credit against the Purchase Price due at Closing in the amount of any deductible applicable to such insurance coverage, or, if such proceeds are not made available by the holder or holders of any indebtedness secured by liens against the Property, to receive a credit against the Purchase Price in the amount of such casualty loss. If the Purchaser elects to proceed under this Section 13.1.2, then Purchaser shall have the right to settle any claim with the applicable insurance company. Other than receiving a credit against the Purchase Price due at Closing as provided in this Section 13.1.2, there shall be no reduction in the Purchase Price by reason of such damage. 13.2 Notwithstanding the foregoing, in the event resulting in such that damage, loss or damage (destruction of the Property occurs which requires more than $250,000.00 but less than $1,000,000.00 to the extent not used be expended to replace repair or restore the damaged Property, by fire or other casualty. Seller shall have the right to elect to repair and restore the Property and extend the Closing Date for a period of time up to one hundred eight (180) days in order to complete such lost repair or damaged propertyrestoration. Should Seller make such election to repair and restore the Property and provide Purchaser with written notice of such election within ten (10) will days of the date of such damage or destruction, Purchaser shall be delivered obligated to agree to extend the Closing Date for the period of time necessary to complete such repairs or restoration (but not to exceed 180 days), and there shall be no reduction in the Purchase Price; provided, however, that if Seller delivers to Purchaser the notice contemplated in this Section 13.2, then Purchaser shall have the option, exercisable by written notice to Seller within five (5) days of Purchaser's receipt of Seller's notice, to Buyerclose the transactions contemplated herein and take an assignment of the insurance proceeds, or if any, payable as a result of the rights casualty, as more fully set forth in Section 13.1.2 above. If for any reason Seller fails to elect to repair and restore the Property within such proceeds will be assigned by Seller to Buyer if not yet paid over to Sellerten (10) day period, Purchaser may terminate this Agreement and obtain a refund of its Xxxxxxx Money. 12.17.2 13.3 The risk of loss resulting from any pending or threatened condemnation or eminent domain proceeding which is commenced prior to Closing remains with Seller until Closing. If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part material portion of the Property shall be subjected to a bona fide threat of condemnation, eminent domain or interest in the Assets (such event being calledother proceeding, in either case, a "Taking")Seller so notify Purchaser, and such Taking involves a material part of or interest in the Assets, then Buyer Purchaser may terminate this Agreement. If Buyer does not elect or have the right to (i) terminate this Agreement, then in which event the Xxxxxxx Money shall be returned to Purchaser by the Title Company, or (aii) Buyer will have the sole right, Purchaser may declare this Agreement to remain in the name of Seller, if Buyer so elects, to negotiate for, claim, contest full force and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) effect and at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards or claims that may thereafter be made for such further assurances of such rights taking. 13.4 Seller shall maintain the current insurance coverage for the Property in full force and assignment with respect to effect through the taking as Buyer may from time to time reasonably requestClosing Date.

Risk of Loss/Condemnation. 12.17.1 Seller A. Sellers will bear the risk of any loss or damage to the Assets Company, the Assets, the Systems and the Business resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System or the replacement or restoration of the lost or damaged property Systems within 30 five days from after the occurrence of the event resulting in such loss or damage, Seller will Sellers shall immediately notify Buyer in writing of that fact and Buyer, at any time within 10 ten days after receipt of such notice, may elect by written notice to Seller Sellers either (ai) to waive such defect and proceed toward consummation of the transaction acquisition of the Shares in accordance with terms of this Agreement or (bii) to terminate this Agreement. If Buyer elects to so terminate this Agreement, Buyer and Seller will stand fully released and discharged of any and all obligations under this Agreement. If Buyer elects to consummate the transactions contemplated by this Agreement acquisition of the Shares notwithstanding such loss or damage and does so, at Buyer's election there will be no an adjustment in the consideration payable Purchase Price to Seller be paid for the Shares under Article II on account of such loss or damage but for the amount of such loss or damage in excess of all insurance proceeds paid or payable to the Company as a result of the occurrence of the event resulting in causing such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Sellerdamage. 12.17.2 B. If, prior to the Closing, any part portion of or interest in any of the Assets Systems is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller Sellers, the Company, or Buyer that it intends to condemn all or any part portion of or interest in the Assets any System (such event being calledreferred to herein, in either case, as a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not so elect or have the right to terminate this AgreementAgreement then if the Closing occurs, then (a) Buyer will shall have the sole right, in the name of Sellerthe Company, if Buyer so elects, to negotiate for, claim, contest and (if the Closing occurs) receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.

Risk of Loss/Condemnation. 12.17.1 7.11.1. Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 20 days from after the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction acquisition of the Assets in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller, and Seller will pay to Buyer (or Buyer may withhold from the Base Purchase Price) an amount equal to the difference between the amount of such insurance proceeds and the mutually agreed upon cost to return the damaged or lost Assets to the condition immediately preceding such loss or damage. 12.17.2 7.11.2. If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.

Risk of Loss/Condemnation. 12.17.1 6.9.1. Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System the Systems or the replacement or restoration of the lost or damaged property within 30 45 days from after the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive 40 46 such defect and proceed toward consummation of the transaction transactions contemplated by this Agreement in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage damage, but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 6.9.2. If, prior to the Closing, all or any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Closing, Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking Taking, and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking Taking as Buyer may from time to time reasonably request. The foregoing will not affect or limit the scope of any representation or warranty of Seller in this Agreement or limit Buyer's right to rely on such representation or warranty as a condition of Closing to the extent set forth in this Agreement.

Risk of Loss/Condemnation. 12.17.1 Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently substantial so as to preclude or prevent resumption of normal operations of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 days from the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects to so terminate this Agreement, Buyer and Seller will stand fully released and discharged of any and all obligations under this Agreement. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 If, prior to the Closing, any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.. The parties have executed this Agreement as of the day and year first above written. SELLER: CABLE TV FUND 12-A, LTD. By: Xxxxx Intercable, Inc., its general partner By: /s/ Xxxxxxxxx Saccle ----------------------------------------------- Name: Xxxxxxxxx Saccle --------------------------------------------- Title: Vice President -------------------------------------------- BUYER: TCI COMMUNICATIONS, INC. By: ----------------------------------------------- Name: --------------------------------------------- Title: --------------------------------------------

Risk of Loss/Condemnation. 12.17.1 (a) Seller will bear the risk of any material loss or damage to the Transferred Assets or the Systems resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or (i) prevent resumption of normal operations operation of any material portion of a System the Systems or the replacement or restoration of the lost or damaged property within 30 20 days from after the occurrence of the event resulting in such loss or damage, or (ii) materially adversely affect the business, operations or financial condition of the Systems or Seller Business, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, Buyer may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Seller and Buyer and Seller will stand fully released and be discharged of any and all obligations under hereunder (other than any obligations arising from a breach by either party of this Agreement). If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does sodamage, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 (b) If, prior to the Closing, all or any part of or interest in the Transferred Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets Transferred Assets, and such taking is so substantial as to prevent normal operation of any material portion of the Systems (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have elects to consummate the right to terminate transactions contemplated by this Agreement, notwithstanding such Taking, then (ai) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (bii) Seller will be relieved of its obligation to convey to Buyer the Transferred Assets or interests that are the subject of the Taking, (ciii) at the Closing Closing, Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (div) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking Taking as Buyer may from time to time reasonably request.

Risk of Loss/Condemnation. 12.17.1 Seller 7.11.1. Transferor will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or (i) prevent resumption of normal operations operation of any material portion of a the System or the replacement or restoration of the lost or damaged property within 30 20 days from after the occurrence of the event resulting in such loss or damage, Seller or (ii) result in a Material Adverse Effect, Transferor will (a) immediately notify Buyer in writing Transferee of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (b) either party may elect to terminate this Agreement. If Buyer either party elects so to so terminate this Agreement, Buyer Transferee and Seller Transferor will stand fully released and be discharged of any and all obligations under hereunder (other than any obligations arising from a breach by either party of this Agreement). If Buyer elects both parties mutually elect to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does do so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller Transferor to BuyerTransferee, or the rights to such proceeds will be assigned by Seller Transferor to Buyer Transferee if not yet paid over to SellerTransferor, and Transferor will pay to Transferee an amount equal to the difference between the amount of such insurance proceeds and the full replacement cost of the damaged or lost Assets as reasonably agreed to by the parties. 12.17.2 7.11.2. If, prior to the Closing, all or any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller Transferor or Buyer Transferee that it intends to condemn all or any part of or interest in the Assets Assets, and such taking is so substantial as to prevent normal operation of any material portion of the System (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer either party may terminate this Agreement. If Buyer does not both parties mutually elect or have to consummate the right to terminate transactions contemplated by this Agreement, notwithstanding such Taking, then (ai) Buyer Transferee will have the sole right, in the name of SellerTransferor, if Buyer Transferee so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (bii) Seller Transferor will be relieved of its obligation to convey to Buyer Transferee the Assets or interests that are the subject of the Taking, (ciii) at the Closing Seller Closing, Transferor will assign to Buyer Transferee all of SellerTransferor's rights to all damages payable with respect to such Taking and will pay to Buyer Transferee all damages previously paid to Seller Transferor with respect to the Taking and (div) following the Closing, Seller Transferor will give Buyer Transferee such further assurances of such rights and assignment with respect to the taking as Buyer Transferee may from time to time reasonably request.

Risk of Loss/Condemnation. 12.17.1 6.9.1. Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System the Systems or the replacement or restoration of the lost or damaged property within 30 45 days from after the occurrence of the event resulting in such loss or damage, Seller will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller either (a) to waive such defect and proceed toward consummation of the transaction transactions contemplated by this Agreement in accordance with terms of this Agreement or (b) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller on account of such loss or damage damage, but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller to Buyer, or the rights to such proceeds will be assigned by Seller to Buyer if not yet paid over to Seller. 12.17.2 6.9.2. If, prior to the Closing, all or any part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller or Buyer that it intends to condemn all or any part of or interest in the Assets (such event being called, in either case, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of Seller, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller will be relieved of its obligation to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller will assign to Buyer all of Seller's rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller with respect to the Taking and (d) following the Closing, Seller will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.then

Risk of Loss/Condemnation. 12.17.1 Seller 6.21.1 Companies will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all times prior to the Closing. If any such loss or damage is sufficiently so substantial so as to preclude or prevent resumption of normal operations operation of any material portion of a System or the replacement or restoration of the lost or damaged property within 30 20 days from after the occurrence of the event resulting in such loss or damage, Seller Companies will immediately notify Buyer in writing of that fact and Buyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller Company either (ai) to waive such defect and proceed toward consummation of the transaction acquisition of the Assets in accordance with terms of this Agreement or (bii) terminate this Agreement. If Buyer elects so to so terminate this Agreement, Buyer and Seller Companies will stand fully released and be discharged of any and all obligations under this Agreementhereunder. If Buyer elects to consummate the transactions contemplated by this Agreement notwithstanding such loss or damage and does so, there will be no adjustment in the consideration payable to Seller Companies on account of such loss or damage but all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (to the extent not used to replace or restore such lost or damaged property) will be delivered by Seller Companies to Buyer, or the rights to such proceeds will be assigned by Seller Companies to Buyer if not yet paid over to SellerCompany, and Company will pay to Buyer an amount equal to the difference between the amount of such insurance proceeds and the full replacement cost of the damaged or lost Assets. 12.17.2 6.21.2 If, prior to the Closing, any material part of or interest in the Assets is taken or condemned as a result of the exercise of the power of eminent domain, or if a Governmental Authority having such power informs Seller Companies or Buyer that it intends to condemn all or any material part of or interest in the Assets (either such event being called, in either caseevent, a "Taking"), and such Taking involves a material part of or interest in the Assets, then Buyer may terminate this Agreement. If Buyer does not elect or have the right to terminate this Agreement, then (a) Buyer will have the sole right, in the name of SellerCompanies, if Buyer so elects, to negotiate for, claim, contest and receive all damages with respect to the Taking, (b) Seller Companies will be relieved of its obligation their obligations to convey to Buyer the Assets or interests that are the subject of the Taking, (c) at the Closing Seller Closing, Companies will assign to Buyer all of Seller's Companies' rights to all damages payable with respect to such Taking and will pay to Buyer all damages previously paid to Seller Companies with respect to the Taking and (d) following the Closing, Seller Company will give Buyer such further assurances of such rights and assignment with respect to the taking as Buyer may from time to time reasonably request.