Common use of RISK OF LOSS; CONSENTS TO ASSIGNMENT Clause in Contracts

RISK OF LOSS; CONSENTS TO ASSIGNMENT. 9.1 Risk of Loss. From the date hereof through the Closing Date, all risk of loss or damage to the property included in the Assets shall be borne by Seller, and thereafter shall be borne by Buyer. If any portion of the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing Date, other than use, wear or loss in the ordinary course of business, Seller shall give written notice to Buyer as soon as practicable after, but in any event within five (5) calendar days of, discovery of such damage or destruction, specifying the amount of insurance, if any, covering such Assets and the amount, if any, which Seller is otherwise entitled to receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller within ten (10) calendar days after receipt of Seller's notice or if there is not ten (10) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (a) accepting such Assets in their destroyed or damaged condition in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss and the full Purchase Price shall be paid for such Assets, (b) excluding such Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties or (c) terminating this Agreement in accordance with Section 11. 1. If Buyer accepts such Assets, then after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to Seller.

RISK OF LOSS; CONSENTS TO ASSIGNMENT. 9.1 Risk of Loss. From the date hereof through the Closing DateClosing, all risk of loss ------------ or damage to the property included in the Assets shall be borne by SellerSellers, and thereafter shall be borne by Buyer. If any portion of the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing DateClosing, other than use, wear or loss in the ordinary course of businessthe Business, Seller Sellers shall give written notice to Buyer as soon as practicable after, but in any event within five (5) calendar days of, after discovery of such damage or destruction, specifying the amount of insurance, if any, covering such Assets and the amount, if any, which Seller is Sellers are otherwise entitled to receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller Sellers within ten (10) calendar days after receipt of Seller's Sellers' notice or if there is not ten (10) calendar days prior to the Closing DateClosing, as soon as practicable prior to the Closing DateClosing, of (a) accepting such Assets in their destroyed or damaged condition in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss and to such indemnification for any uninsured portion of such loss pursuant to Section 10.3, and the full Purchase Price shall be paid for such Assets, (b) excluding such Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties or (c) terminating this Agreement in accordance with Section 11. 1. If Buyer accepts such Assets, then after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to SellerSellers.

RISK OF LOSS; CONSENTS TO ASSIGNMENT. 9.1 Risk of Loss. Loss From the date hereof through the Closing Date, all risk of loss or damage to the property included in the Assets shall be borne by SellerTarget, and thereafter shall be borne by BuyerSubsidiary. If any portion of the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing Date, other than use, wear or loss in the ordinary course Ordinary Course of businessBusiness, Seller Target shall give written notice to Buyer Subsidiary as soon as practicable afterpracticable, but in any event within five (5) calendar days ofdays, after discovery of such damage or destruction, specifying the amount of insurance, if any, covering such Assets and the amount, if any, which Seller Target is otherwise entitled to receive as a consequence. Prior to the Closing, Buyer Subsidiary shall have the option, which shall be exercised by written notice to Seller Target within ten (10) calendar days after receipt of SellerTarget's notice or if there is not ten (10) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (a) accepting such Assets in their destroyed or damaged condition condition, in which event Buyer Subsidiary shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss loss, and the full Purchase Price shall be paid for such Assets, (b) excluding such Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties Parties or (c) terminating this Agreement in accordance with Section 11. 111.1 ------------ hereof. If Buyer Subsidiary accepts such Assets, then then, after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer Subsidiary without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to SellerTarget.

RISK OF LOSS; CONSENTS TO ASSIGNMENT. 9.1 7.1 Risk of Loss. From the date hereof through the Closing Date, all risk of loss or damage to the property included in Real Property or the Assets shall be borne by Seller, and thereafter shall be borne by Buyer. If any portion of the Real Property or the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing Date, other than use, wear or loss in the ordinary course of business, Seller shall give written notice to Buyer as soon as practicable after, but in any event within five (5) calendar days of, discovery of such damage or destruction, specifying the amount of insurance, if any, covering such Real Property or Assets and the amount, if any, which Seller is otherwise entitled to receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller within ten (10) calendar days after receipt of Seller's notice or if there is not ten (10) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (a) accepting such Real Property or Assets in their destroyed or damaged condition in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss and to prompt reimbursement for any uninsured portion of such loss, and the full Purchase Price shall be paid for such Assets, (b) ), in the case of the Assets only, excluding such Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties parties, or (c) terminating this Agreement in accordance with Section 1110. 1. If Buyer accepts such Real Property or Assets, then after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to Seller.

RISK OF LOSS; CONSENTS TO ASSIGNMENT. 9.1 Risk of Loss. From the date hereof through the Closing Date, all risk ------------ of loss or damage to the property included in the Assets shall be borne by Seller, and thereafter shall be borne by Buyer. If any portion of the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing Date, other than use, wear or loss in the ordinary course of business, Seller shall give written notice to Buyer as soon as practicable after, but in any event within five (5) calendar days of, discovery of such damage or destruction, specifying the amount of insurance, if any, covering such Assets and the amount, if any, which Seller is otherwise entitled to receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller within ten (10) calendar days after receipt of Seller's notice or if there is are not ten (10) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (a) accepting such Assets in their destroyed or damaged condition in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss and to indemnification for any uninsured portion of such loss pursuant to Section 10.4, and the full Purchase Price shall be paid for such Assets, (b) excluding such Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties or (c) terminating this Agreement in accordance with Section 11.42 1. If Buyer accepts such Assets, then after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to Seller.

RISK OF LOSS; CONSENTS TO ASSIGNMENT. 9.1 Risk of Loss. From the date hereof through the Closing DateClosing, all risk of loss ------------ or damage to the property included in the Assets shall be borne by Seller, and thereafter shall be borne by Buyer. If any portion of the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing DateClosing, other than use, wear or loss in the ordinary course of businessthe Business, Seller shall give written notice to Buyer as soon as practicable after, but in any event within five (5) calendar days of, after discovery of such damage or destruction, specifying the amount of insurance, if any, covering such Assets and the amount, if any, which Seller is otherwise entitled to receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller within ten (10) calendar days after receipt of Seller's notice or if there is not ten (10) calendar days prior to the Closing DateClosing, as soon as practicable prior to the Closing DateClosing, of (a) accepting such Assets in their destroyed or damaged condition in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss and to such indemnification for any uninsured portion of such loss pursuant to Section 10.3, and the full Purchase Price shall be paid for such Assets, (b) excluding such Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties or (c) terminating this Agreement in accordance with Section 11. 1. If Buyer accepts such Assets, then after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to Seller.

RISK OF LOSS; CONSENTS TO ASSIGNMENT. 9.1 Risk of Loss. From the date hereof through the Closing Date, all risk ------------ of loss or damage to the property included in the Assets shall be borne by Seller, and thereafter shall be borne by Buyer. If any portion of the Assets is destroyed or damaged by fire or any other cause on or prior to the Closing Date, other than use, wear or loss in the ordinary course of business, Seller shall give written notice to Buyer as soon as practicable afterpracticable, but in any event within five (5) calendar days ofdays, after discovery of such damage or destruction, specifying the amount of insurance, if any, covering such Assets and the amount, if any, which Seller is otherwise entitled to receive as a consequence. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to Seller within ten (10) calendar days after receipt of Seller's notice or if there is not ten (10) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date, of (a) accepting such Assets in their destroyed or damaged condition condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to such loss loss, and the full Purchase Price shall be paid for such Assets, (b) excluding such Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated to such Assets, as mutually agreed between the parties Parties or (c) terminating this Agreement in accordance with Section 11. 111.1 hereof. If Buyer accepts such Assets, then then, after the Closing, any insurance or other proceeds shall belong, and shall be assigned to, Buyer without any reduction in the Purchase Price; otherwise, such insurance proceeds shall belong to Seller.