Risk of Loss Prior to Closing. The risk of any loss, destruction or other damage to the Assets, other than ordinary wear and tear, prior to the completion of the Closing, shall be solely that of Seller.
Risk of Loss Prior to Closing. Any loss and/or damage to the Condominium, the Unit and/or the common elements between the date of this Agreement and the date of the Closing will be at Seller’s sole risk and expense. Seller will have a reasonable time to complete repairs. The work will be judged by the same standards used to evaluate new construction. Purchaser will have no right to any reduction in the Total Purchase Price, nor any claim against Seller by reason of the loss and/or damage or delay, and agrees to accept title on the date scheduled for the Closing.
Risk of Loss Prior to Closing. Prior to the Closing, the Seller shall bear all risk, all loss of, any damage to, or destruction of the Property. If any portion or all of the Property is lost, damaged or destroyed, then this Agreement may be terminated at the option of the Buyer, within thirty (30) days of Buyer’s receipt of such notice of such loss, whereupon the Deposit and any interest earned thereon shall be returned to the Buyer, and the parties shall be relieved of any further responsibilities or obligations under the Agreement.
Risk of Loss Prior to Closing. The risk of loss relating to the Company Interests prior to the Closing shall be borne by the Contributor. If, prior to the Closing, (a) any Property is materially or totally destroyed or damaged by fire or other casualty, or (b) any Property is materially or totally taken by eminent domain or through condemnation proceedings, then the Operating Partnership may, at its option (such election to be made as soon as reasonably practicable following such occurrence and in any event prior to the Closing), determine not to acquire the applicable Company Interests relating to the Property that has been destroyed, damaged or taken as described above. No Contributor shall have any obligation to repair or replace any such damage, destruction or taken property. Unless the Operating Partnership elects not to acquire the applicable Company Interests (in which case this sentence shall not apply thereto), at the Closing (i) Contributor shall pay or cause to be paid to the Operating Partnership its Allocable Share of any sums collected (directly or indirectly) by Contributor, if any, under any policies of insurance, if any, or award proceeds relating to such casualty or condemnation, if any, and otherwise assign to the Operating Partnership all rights (directly or indirectly) of Contributor to collect such sums as may then be uncollected (except to the extent required for collection costs or repairs by Contributor prior to the Closing Date, and provided that Contributor shall retain its Allocable Share of any insurance proceeds attributable to lost rents or other items applicable to any period prior to the Determination Date, and all rights thereto); and (ii) the Total Consideration shall be reduced by the Contributor’s Allocable Share of the amount of any deductibles under the applicable insurance policies. As used in this Section 8.2, “materially” destroyed, damaged or taken refers to any casualty loss or damage or any loss due to condemnation, in either case, to a Property or any portion thereof if (x) the cost of repairing or restoring the premises in question to substantially the same condition which existed prior to the event of damage would be, in the opinion of an architect or other qualified expert selected by Contributor and reasonably approved by the Operating Partnership, or the amount of the proposed condemnation award is, equal to or greater than ten percent (10%) of the Total Consideration for such Property, (y) such loss or damage would entitle tenants occu...
Risk of Loss Prior to Closing. Any loss and/or damage to the Condominium and/or the Unit between the date of this Contract and the date of the Closing will be at the Seller’s sole risk and expense. Seller will have a reasonable time to complete repairs, but in no event will such time for repairs and subsequent date of the Closing extend beyond two (2) years after the date Purchaser signed this Contract. The work will be judged by the same standards used to evaluate new construction. Purchaser will have no right to any reduction in the Purchase Price, nor any claim against Seller by reason of the loss and/or damage, and agrees to accept title on the date scheduled for the Closing.
Risk of Loss Prior to Closing. If any material damage or destruction of any sort occurs prior to the Closing to any of the tangible or real properties that constitute the Purchased Property, Seller will promptly apply any insurance proceeds to the repair of the Purchased Property. If the damage or destruction reduces the value of the Purchased Property by an amount in excess of one million dollars ($1,000,000), Seller shall promptly notify Buyer thereof (the "Casualty Notice").
Risk of Loss Prior to Closing. If any material damage or destruction of any sort occurs prior to the Closing to any of the tangible properties that constitute the Purchased Property, Seller shall promptly notify Buyer thereof (the "Casualty Notice"). If Seller or Buyer reasonably estimates the cost to repair or replace such damage or destruction will exceed One Million Two Hundred Fifty Thousand dollars ($1,250,000), either party may, by written notice to the other (the "Casualty Termination Notice"), within thirty (30) days of the date of delivery of the Casualty Notice, refuse to consummate this Agreement, at which time this Agreement shall terminate in all respects. Should such estimate of damage or destruction not exceed One Million Two Hundred Fifty Thousand dollars ($1,250,000) or such Casualty Termination Notice not be made by either party, Seller, within forty-five (45) days of the damage or destruction, shall agree in writing, at its option, either to (i) repair all of such damage or destruction prior to Closing or (ii) reduce the Purchase Price by the amount of all costs and expenses to be incurred for the repair of the damage or destruction; provided, however, that if the time periods pursuant to this Section continue beyond the Closing Date,
Risk of Loss Prior to Closing. If the Aircraft shall be destroyed or damaged beyond economic repair prior to the Closing Date, then upon written notice thereof from either party hereto to the other party hereto, this Agreement shall terminate and the terms of the Lease shall govern the loss.
Risk of Loss Prior to Closing. The Seller shall bear the risk of all loss or damage to any of the Assets from all causes, and all loss or damage arising out of or related to the operation of Seller's business from the date hereof until the Closing. If at any time prior to the Closing with respect to such Assets, any material portion of such Assets are damaged or destroyed as a result of fire, other casualty or for any reason whatsoever, Seller shall immediately give notice thereof to Buyer. Prior to the occurrence of the Closing, Buyer shall have the right, in its sole and absolute discretion, within 10 days of receipt of such notice, to (i) elect not to proceed with the Closing with respect to such Assets and terminate this Agreement with respect to such Assets, or (ii) proceed to Closing with respect to such Assets and consummate the transactions contemplated hereby and receive any and all insurance proceeds received by the Company on account of any such casualty. In the event Buyer elects to terminate this Agreement under this Section 7.1(i), then, (i) the Deposit shall be returned to Buyer and (ii) no Break-Up Fee (hereinafter defined) shall be payable to Buyer. In the event the Closing occurs, then, Buyer shall have no further rights under this Section 7.1.
