Risk of Loss Prior to Closing Sample Clauses

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.
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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.
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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.
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Risk of Loss Prior to Closing. The risk of loss relating to the Company Interests prior to the Closing shall be borne by the applicable 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) the applicable Contributor shall pay or cause to be paid to the Operating Partnership its Allocable Share of any sums collected (directly or indirectly) by such 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 such Contributor to collect such sums as may then be uncollected (except to the extent required for collection costs or repairs by such 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 applicable 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...
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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.
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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.
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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.
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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,
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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").
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Related to Risk of Loss Prior to Closing

  • Delivery; Risk of Loss Deliveries must be made both in quantities and at times specified on the face of the Purchase Order or in Buyer's schedules and time is of the essence. Buyer’s delivery schedules are an integral part of the Purchase Order, are governed by these terms and conditions and are not independent contracts. ▪ Buyer will not be required to make payment for goods delivered to Buyer that are in excess of quantities specified in Buyer's delivery schedule on the Purchase Order or in written releases issued by Buyer. Buyer may reject any deliveries made after or before the specified delivery date. Seller will bear all costs and damages incurred by Buyer due to late or early delivery. ▪ If Seller fails to meet the agreed upon delivery requirements for reasons other than those specified in paragraph 13 below, and Buyer requires a more expeditious method of transportation for the goods than the transportation method originally specified, Seller shall ship the goods as expeditiously as possible at Seller's expense and invoice Buyer for the amount, if any, that Buyer would have paid for normal shipment. ▪ Unless provided otherwise in the Purchase Order, all goods are sold DAP. Seller shall be responsible for and bear the risk of any loss or damage to the goods until received by the Buyer.

  • Risk of Loss Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering xxxxxxx’x xxxx of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the xxxxxxx’x xxxx of lading and damage inspection report.

  • Title; Risk of Loss Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables.

  • Risk of Loss; Notice Prior to Closing and the delivery of possession of the Property to Buyer in accordance with this Contract, all risk of loss to the Property (whether by casualty, condemnation or otherwise) shall be borne by Seller. In the event that (a) any loss or damage to the Hotel shall occur prior to the Closing Date as a result of fire or other casualty, or (b) Seller receives notice that a governmental authority has initiated or threatened to initiate a condemnation proceeding affecting the Hotel, Seller shall give Buyer immediate written notice of such loss, damage or condemnation proceeding (which notice shall include a certification of (i) the amounts of insurance coverages in effect with respect to the loss or damage and (ii) if known, the amount of the award to be received in such condemnation).

  • Insurance; Risk of Loss (a) Parent shall cause the ----------------------- Companies to keep insurance policies currently maintained by the Companies covering their respective businesses, assets and current or former employees, as the case may be, or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information. (b) Anything to the contrary notwithstanding, from and after the Closing Date, Parent shall, and shall cause the Sellers to, remain solely responsible for any and all collateral, bonding and guarantees, relating to or arising in connection with any and all workers' compensation, general liability, automobile liability and employee medical claims or policies of the Companies relating to occurrences on or prior to the Closing Date. From and after the Closing Date, Buyer shall be responsible to continue at its expense the administration of any claim or loss covered, or which is the subject of a representation letter or being defended under a reservation of rights, under any worker's compensation or liability policy maintained by Parent or its Affiliates on or prior to the Closing Date. (c) Parent shall each use its reasonable best efforts to (i) acquire for a period of five years after the Closing Date extended reporting period coverage with respect to the liability policies set forth in Schedule 8.4 to ------------ cover claims made after the Closing Date which are based on acts, errors or omissions which occur prior to the Closing Date (the "Tail Policies") and cause ------------- Buyer to be named as an additional insured with respect to the Tail Policies, and (ii) cause Buyer to be named as an additional insured for the five year period prior to the Closing Date with respect to each occurrence-based liability policy maintained by Parent or its Affiliates with respect to the Companies as of the Closing Date. Parent and Buyer shall each pay one-half of the cost of the Tail Policies and of Buyer's being so named as an additional insured.

  • DELIVERY, TITLE AND RISK OF LOSS Unless otherwise specified on the EDDYFI quotation, delivery is FCA (Manufacturing Site). In any case, delivery and risk of loss is in accordance with INCOTERMS 2010. Title to products shall pass to the Customer upon full payment of the invoice(s). In the absence of specific instructions, goods will be shipped via the carrier EDDYFI deems most practical. No claim for error in shipment will be considered unless made within ten (10) days of Customer’s receipt of goods.

  • Delivery and Risk of Loss Unless otherwise provided for in advance, all shipments will be made F.O.B. Seller's facility, and upon Seller's delivery of a shipment to the carrier, Buyer shall assume the risk of any loss or damage to the shipment thereafter. Delivery and/or completion dates furnished by Seller represent the best estimates of the time required to make shipment or complete services, and Seller does not guarantee delivery or completion by a particular date unless otherwise stated herein or in any schedule or addendum attached hereto. If a delivery date for products is guaranteed herein, (a) Seller’s unexcused delay in delivering one installment to the carrier at Seller’s facility shall permit Buyer to cancel only that installment, and acceptance by Buyer or the act of taking possession of products by the carrier shall constitute a bar to any claim of late delivery with respect to such products and (b) Buyer shall not be excused from performance if for any reason, the carrier does not pick up products on the date specified for shipping, and Seller may dispose of any products which the carrier does not pick-up within five (5) days of the date agreed for delivery to the carrier at Seller’s facility if Buyer refuses acceptance based on such delay, in which case Seller may cancel the order without notice to Buyer and Buyer shall be responsible for a 25% restocking fee as to the products ordered. In any such event, Seller shall have no duty to mitigate its damages. Seller may deliver any products subject to an order to the carrier at its facility in part and in such event, Buyer shall be responsible for payment for that part of the order received by the carrier, and Seller shall only be responsible for that portion of an order which Seller is required to but does not deliver.

  • Risk of Loss; Insurance a) The State shall not be liable to Contractor for any risk of Deliverable loss or damage while Deliverable is in transit, or while in the Department’s possession, except when such loss or damage is due directly to the Department’s negligence or intentional misconduct. Nothing in this Section is intended nor shall it be construed, in any manner, as waiving or compromising the sovereign immunity of the State. b) Throughout the Term, Contractor shall maintain, at Contractor’s sole cost and expense, a policy or policies of commercial general liability insurance, including contractual liability coverage, in an amount not less than $1,000,000.00 for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property, in any one accident or occurrence, and, subject to that limit per accident, a total (or aggregate) limit of $2,000,000.00 per occurrence for all damages arising out of bodily injuries to, or death of, all persons and injuries to or destruction of property per policy period. Such insurance policy or policies shall name the State and State’s officials, agents and employees as additional insureds. Contractor shall provide the State a certificate of insurance evidencing the above coverage upon written request on an annual basis and shall not begin performance of the Services until such a certificate has been provided to DAS and, if requested, the Department. c) During the Term, and for a period of three (3) years thereafter, the Contractor shall carry Professional Liability Insurance in the amount of $1,000,000 per Claim and Annual Aggregate. Contractor shall provide the State a certificate of insurance evidencing such Professional Liability Insurance coverage upon written request on an annual basis and shall not begin Performance of the Services until such a certificate has been provided to the Department. d) All insurance with the exception of the professional liability insurance required under (c) above must be written on an occurrence basis as opposed to “claims made” basis.

  • Title and Risk of Loss Notwithstanding the form of shipment, title or other property interest, risk of loss shall not pass from the Contractor to the Authorized User until the Products have been received, inspected and accepted by the receiving entity. Acceptance shall occur within a reasonable time or in accordance with such other defined acceptance period as may be specified in the Bid Specifications or Purchase Order. Mere acknowledgment by Authorized User personnel of the delivery or receipt of goods (e.g., signed xxxx of lading) shall not be deemed or construed as acceptance of the Products received. Any delivery of Product that is substandard or does not comply with the Bid Specifications or Contract terms and conditions, may be rejected or accepted on an adjusted price basis, as determined by the Commissioner.

  • Insurance and Risk of Loss Debtors shall at all times bear all risk of loss, damage to or destruction of the Collateral. Debtors agree to procure forthwith and maintain insurance on the Inventory, for the full insurable value thereof and for the life of this Agreement, in the form of Fire Insurance with Extended Coverage or Combined Additional Coverage, as appropriate, and Collision, Theft and/or Vandalism and Malicious Mischief Coverage when appropriate, plus such other insurance as Secured Party may specify from time to time, all in form and amount and with insurers satisfactory to Secured Party. Debtors agree to deliver promptly to Secured Party certificates, or if requested, policies of insurance satisfactory to Secured Party, each with a standard long-form loss-payable endorsement naming Secured Party or assigns as loss-payee as their interests may appear. Each policy shall provide that Secured Party’s interest therein will not be invalidated by the acts, omissions or neglect of anyone other than Secured Party, and will contain insurer’s agreement to give 30 days prior written notice to Secured Party before the cancellation of or any material change in the policy will be effective as to Secured Party, whether such cancellation or change is at the direction of Debtors or insurer. Secured Party’s acceptance of policies in lesser amounts or risks will not be a waiver of a Debtor’s foregoing obligation. Debtors assign to Secured Party all proceeds of such insurance, including returned and unearned premiums, not to exceed the sum of all amounts payable pursuant hereto. Debtors direct all insurers to pay such proceeds directly to Secured Party.

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