Casualty Defect definition

Casualty Defect means any destruction by fire, explosion or other casualty or any taking, or pending or threatened (in writing) taking, in condemnation or under the right of eminent domain, of a Facility or any portion thereof, that constitutes or could reasonably be expected to constitute a Material Adverse Effect with respect to such Facility.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Casualty Defect has the meaning set forth in Article 17.

Casualty Defect has the meaning set forth in Article 16.

Examples of Casualty Defect in a sentence

• For purposes of this provision, normal wear and tear shall not be considered a Casualty Defect.

• Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of Equipment, replacing the damaged Equipment with equivalent items, no later than the Closing, insofar as the same are done to Buyer’s reasonable satisfaction.

• If any Casualty Defect exists at Closing, at Seller’s option, Buyer shall proceed to purchase the damaged Assets, and the Base Purchase Price shall be reduced by the aggregate reduction in value of all affected Assets on account of such Casualty Defect.

• If, prior to Closing, any Property is substantially damaged or destroyed by fire or other casualty ("Casualty Defect"), Seller shall notify Purchaser promptly after Seller learns of such event.

• Notwithstanding anything to the contrary contained in this Article 17, Seller shall be entitled to retain all insurance proceeds, if any, and claims against other parties relating to any such Casualty Defect.

• There is no Casualty Defect in existence with respect to any Facility.

• Notwithstanding anything to the contrary contained herein, Seller shall be entitled to retain all insurance proceeds and claims against other Parties in respect of any such Casualty Defect which occurs prior to closing unless no reduction is made in the Purchase Price as a result of such Casualty Defect, in which event Purchaser shall be entitled to the insurance proceeds and claims against other Parties arising from such Casualty Defect.

• There is no Casualty Defect (regardless of whether covered by insurance) in existence with respect to such Facility.

• Notwithstanding anything to the contrary contained in this Article 17, Seller shall be entitled to retain all insurance proceeds, if any, and Claims against other parties relating to any such Casualty Defect.

• Seller shall have the right, but not the obligation, to cure any such Casualty Defect by repairing such damage or, in the case of personal property, fixtures, replacing the Property affected thereby with equivalent items, no later than the date of Closing.

More Definitions of Casualty Defect

Casualty Defect has the meaning set forth in Article 16. “Claim Notice” has the meaning set forth in Section 15.7.2.

Casualty Defect means, with respect to any of the Assets, any destruction by fire, blowout or other casualty or any taking, or pending or threatened taking, in condemnation or under the right of eminent domain of any asset or portion thereof. Seller shall promptly notify Buyer of any Casualty Defects of which Seller becomes aware. If any Casualty Defects exist at the Closing, Buyer may elect (a) to terminate this Agreement. (b) to proceed with the Closing, to purchase the defective Asset, and to reduce to the Purchase price by the reduction in value of the defective Asset caused by the Casualty Defect, as such reduction is determined before or after at the Closing by mutual agreement of Seller and Buyer, or failing such agreement by a firm of independent consulting engineers mutually agreeable to Buyer and Seller, in which case, Seller shall retain all insurance proceeds relative to the reduction in value cause by such Casualty Defect, (c) to purchase such Asset notwithstanding such Casualty Defect, and Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such Casualty Defect and shall assign, transfer and set over unto Buyer all of the right, title and interest of Seller in and to any unpaid insurance proceeds, awards or other payments arising out of such Casualty Defect or (d) to proceed with Closing, decline to purchase the Asset to which such Casualty Defect relates and to reduce the Purchase Price by the Allocated Value of such Asset (assuming no Casualty Defect existed). Seller shall not voluntarily compromise, settle or adjust any amount payable by reason of any Casualty Defect without first obtaining the written consent of Buyer.

Casualty Defect. If prior to the Closing any of the Interests are substantially damaged or EXHIBIT 10.20 destroyed by fire or other casualty ("Casualty Defect"), Seller shall notify Purchaser promptly after Seller learns of such event. Seller shall have the right, but not the obligation, to cure the Casualty Defect by repairing such damage or, in the case of personal property or fixtures, replacing them with equivalent items no later than the Closing Date, all to Purchaser's reasonable satisfaction. If any uncured Casualty Defects exist at the Closing, Purchaser shall proceed to purchase the Interests affected thereby, and the Sale Price shall be reduced by the aggregate reduction in the value of the Interests on account of such Casualty Defects, as determined by the mutual agreement of the parties. If the parties fail for any reason to agree prior to the Closing on the amount of any Sale Price adjustments on account of Casualty Defects, Purchaser shall accept the affected Interests and the Sale Price shall be reduced by an amount determined by a mutually acceptable independent appraiser, equal to the value of all Casualty Defects not accounted for at the Closing.

Casualty Defect means, with respect to any portion of an Oil and Gas Property, Unit or Well, or any related equipment or facilities, any destruction by fire, blowout or other casualty or any taking, or pending or threatened taking, in condemnation or under the right of eminent domain of any such asset or portion thereof. Anschutz shall promptly notify Forest of any Casualty Defects of which Anschutz becomes aware. If any Casualty Defects exist at Closing, Forest may elect:

Casualty Defect shall have the meaning ascribed thereto in Section 7.04.