Casualty Clause Samples
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Casualty. Landlord and Tenant hereby acknowledge and agree that the following is hereby added at the end of Section 11.2 of the Office Lease: “In the event Landlord elects to make the repairs, Landlord, within sixty (60) days after the occurrence of any damage that renders the Premises unfit for occupancy, shall cause to be delivered to Tenant an estimate, prepared by a qualified, independent, experienced and reputable architect, of the number of days, measured from the date of the casualty, that will be required for Landlord to complete Landlord’s restoration work (the “Repair Estimate”). If Landlord does not elect to terminate the Lease pursuant to Landlord’s termination right as provided above, and either (A) the repairs cannot, in the reasonable opinion of Landlord, be completed within three hundred sixty (360) days after being commenced, or (B) the repairs are not actually completed within sixty (60) days after the period of time set forth in the Repair Estimate (subject to extension for delays caused by Force Majeure and delays caused by Tenant), Tenant shall have the right to terminate this Lease during the first five (5) business days of each calendar month following the end of such period until such time as the repairs are complete, by notice to Landlord (the “Damage Termination Notice”), effective as of a date set forth in the Damage Termination Notice (the “Damage Termination Date”), which Damage Termination Date shall not be less than ten (10) business days following the end of each such month. Notwithstanding the foregoing, if Tenant delivers a Damage Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Damage Termination Date for a period ending thirty (30) days after the Damage Termination Date set forth in the Damage Termination Notice by delivering to Tenant, within five (5) business days of Landlord’s receipt of the Damage Termination Notice, a certificate of Landlord’s contractor responsible for the repair of the damage certifying that it is such contractor’s good faith judgment that the repairs shall be substantially completed within thirty (30) days after the Damage Termination Date. If repairs shall be substantially completed prior to the expiration of such thirty (30) day period, then the Damage Termination Notice shall be of no force or effect, but if the repairs shall not be substantially completed within such thirty (30) day period, then this Lease shall terminate upon the expiration of such th...
Casualty. If any of the Purchased Assets are damaged or destroyed by casualty loss during the Interim Period, and the sum of (a) the cost of restoring such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition, and (b) the net present value (calculated using the Discount Rate) of the amounts of any lost net revenues reasonably expected to accrue after the Closing as a result of such damage or destruction to such Purchased Assets, (a) and (b) above as estimated by a qualified firm reasonably acceptable to Buyer and Seller (and with the costs of such firm being paid by Buyer and Seller in equal proportion), and such sum being net of and after giving effect to any insurance proceeds available to the Acquired Companies for such restoration and lost profits and any Tax benefits to the Acquired Companies related thereto (such sum, the “Restoration Cost” and the date of such estimation, the “Restoration Cost Estimation Date”), is greater than $15,000,000 but does not exceed $131,303,723, Seller may elect either (i) to restore, repair or replace such damaged or destroyed Purchased Assets to a condition reasonably comparable to their prior condition (any of the foregoing, a “Restoration,” and Seller’s election of a Restoration, the “Restoration Option”), or (ii) reduce the amount of the Purchase Price by such Restoration Cost. If Seller elects the Restoration Option, it shall notify Buyer of such election in writing, and Seller shall use its Commercially Reasonable Efforts to complete, or cause to be completed, such Restoration prior to the Closing, and if the Restoration can be completed on or before the date that is one hundred eighty (180) days after the Outside Date (the “Extended Outside Date”), the Closing Date shall be postponed for the amount of time reasonably necessary to complete such Restoration; provided, however, that if the Closing Date is so extended and such Restoration is not completed in full by the Extended Outside Date, the Closing shall occur on or before the Extended Outside Date and the Purchase Price will be reduced by the amount of the remaining Restoration Cost as of the Closing (as estimated by a qualified firm reasonably acceptable to Buyer and Seller); provided, further, that if Seller elects the Restoration Option, Buyer shall be entitled to waive Seller’s obligation to complete the Restoration at any time within twenty (20) days following Seller’s written notice to Buyer of such election by written...
Casualty. If the Building should be damaged or destroyed by fire or other casualty, Tenant shall give immediate written notice to Landlord. Within thirty (30) days after receipt thereof, Landlord shall notify Tenant whether such repairs can reasonably be made: (1) within thirty (30) days; (2) in more than thirty (30) days but in less than ninety (90) days; or (3) in more than ninety (90) days from the date of such notice.
11.1.1. Less Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed within thirty (30) days, this Lease shall not terminate and, provided that insurance proceeds are available to fully repair the damage, Landlord shall repair the Building, except that Landlord shall not be required to rebuild, repair or replace any alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant. The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building are unfit for occupancy.
11.1.2. Greater Than 30 Days. If the Building should be damaged only to such extent that rebuilding or repairs can be reasonably completed in more than thirty (30) days but in less than ninety (90) days, then Landlord shall have the option of:
(1) terminating the Lease effective upon the occurrence of such damage, in which event the Rent shall be abated from the date Tenant vacates the Building; or (2) electing to repair the Building, provided insurance proceeds are available to fully repair the damage (except that Landlord shall not be required to rebuild, repair or replace any part of the alterations, partitions, fixtures, additions and other improvements which may have been placed in, on or about the Building by or for the benefit of Tenant). The Rent payable hereunder shall be abated proportionately from the date Tenant vacates the Building only to the extent rental abatement insurance proceeds are received by Landlord and the Building is unfit for occupancy.
11.1.3. Greater Than 90 Days. If the Building should be so damaged that rebuilding or repairs cannot be completed within ninety (90) days, either Landlord or Tenant may terminate by giving written notice within ten (10) days after notice from Landlord regarding the time period of repair; and this Lease and the Rent shall be abated from the...
Casualty. If any Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers shall cause Mortgage Borrowers to give prompt notice of such damage to Lender and shall cause Mortgage Borrowers to promptly commence and diligently prosecute the completion of the Restoration so that such Property resembles, as nearly as possible, the condition such Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender (to the extent such alterations are of a type that would require Lender’s approval under Section 5.1.21 hereof) and otherwise in accordance with Section 6.4 of the Mortgage Loan Agreement, provided, that if (A) Mortgage Lender is obligated to make Net Proceeds available to Mortgage Borrowers for purposes of Restoration in accordance with Section 6.4 of the Mortgage Loan Agreement, (B) Mortgage Lender has received such Net Proceeds, and (C) Mortgage Lender has not made such Net Proceeds available to Mortgage Borrowers, then Borrowers shall not be required to cause Mortgage Borrowers to repair and restore such Property unless and until such Net Proceeds are made available to Mortgage Borrowers. It is expressly understood, however, that Mortgage Borrowers shall not be obligated to restore such Property to the precise condition of such Property prior to such Casualty provided such Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrowers shall pay, or shall cause Mortgage Borrowers to pay, all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by any Borrower or any Mortgage Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve any final settlement) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Restoration Threshold and the applicable Borrower shall, or shall cause the applicable Mortgage Borrower to, deliver to Lender all instruments reasonably required by Lender to permit such participation. In the event of a Casualty in which the Net Proceeds and the costs of completing the Restoration are each less than the Restoration Threshold, Borrowers may settle and adjust such claim without Lender’s consent or participat...
Casualty. (a) If the Demised Premises shall be partially or totally damaged or destroyed by fire or other casualty (each, a “Casualty”), then Tenant, at Tenant’s sole cost and expense, shall promptly repair and restore the Demised Premises, including Landlords’ Work, Tenant’s Improvements and Betterments, Tenant’s Property and Fixtures with or without the collection of the insurance proceeds attributable to such Casualty.
(b) If all or part of the Demised Premises shall be rendered untenantable by reason of a Casualty, the Fixed Rent and the Additional Rent under Sections 2.02 and 2.03 shall be abated in the proportion that the untenantable area of the Demised Premises bears to the total area of the Demised Premises, for the period from the date of the Casualty to the earlier of:
(i) the date the Demised Premises is made tenantable (provided, that if the Demised Premises would have been tenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration, then the Demised Premises shall be deemed to have been made tenantable on such earlier date and the abatement shall cease); or
(ii) the date Tenant or any subtenant reoccupies a portion of the Demised Premises for the ordinary conduct of business (in which case the Fixed Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Landlord’s determination of the date the Demised Premises is tenantable shall be controlling unless Tenant disputes same by written notice to Landlord within 10 days after such determination by Landlord and pending resolution of such dispute, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord, any Superior Lessor or any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any other remedies which may be available to Landlord, there shall be no abatement of Rent. Nothing contained in this Section 7.05 shall relieve Tenant from any liability that may exist as a result of any Casualty.
Casualty. Neither the businesses nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Casualty. (a) If any Property or Improvements in connection with a Hybrid Lease shall be materially damaged or destroyed, in whole or in part, by fire or other casualty (an “Insured Casualty”), the applicable Issuer shall give prompt notice thereof to the Indenture Trustee and the Property Manager. Following the occurrence of an Insured Casualty, the applicable Issuer shall promptly (or shall promptly cause the Tenant or Borrower to) proceed to restore, repair, replace or rebuild the same to be of at least equal value and of substantially the same character as prior to such damage or destruction, all to be effected in accordance with applicable law; provided that if the Property Manager shall not direct the Indenture Trustee to make any amounts received in connection with such Insured Casualty available to reimburse the applicable Issuer for the costs of such restoration, repair, replacement or rebuilding, such Issuer shall not be required to perform such restoration, repair, replacement or rebuilding, provided, further, that such Issuer shall take at its own expense such steps as may be reasonably required to put and maintain the Improvements in a safe and secure condition. The expenses incurred by the Property Manager in the adjustment and collection of any amounts received in connection with an Insured Casualty shall be deemed a Property Protection Advance and be secured hereby and shall be reimbursed by the applicable Issuer to the Property Manager pursuant to the terms of the Indenture.
(b) In case of loss or damages to a Property not securing a Mortgage Loan or Improvements in connection with a Hybrid Lease covered by any of the Property Insurance Policies, the following provisions shall apply:
(i) In the event of an Insured Casualty that does not exceed the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Property or Improvements in connection with a Hybrid Lease, the applicable Issuer may settle and adjust any claim without the consent of the Property Manager and agree with the insurance company or companies on the amount to be paid upon the loss. In such case, such Issuer is hereby authorized to collect and to distribute such amounts distributed in connection with an Insured Casualty in accordance with the terms and provisions of the related Lease.
(ii) In the event an Insured Casualty shall exceed the greater of (a) $100,000.00 or (b) five percent (5%) of the Fair Market Value of the applicable Properties or Im...
Casualty. All risk of loss or damage to the Property will be borne exclusively by Seller until Closing. Immediately upon Closing, all risk of loss will be borne exclusively by Buyer. In the event the Property is, in the opinion of Seller, significantly damaged or destroyed by fire or other casualty after the execution of this Sale Contract and before Closing, Seller will have the option to restore the Property to its pre-casualty condition or cancel this Sale Contract, after giving written notice to Buyer of the option Seller selects. In the event Seller chooses to cancel this Sale Contract, the ▇▇▇▇▇▇▇ Money Deposit will be promptly and fully refunded and this will be a complete and final settlement with Buyer of all of Seller’s obligations to Buyer herein, or otherwise relating to the Property and this sale. Should Seller desire to restore the Property to its pre-casualty condition, Seller will have one hundred twenty (120) days, immediately following the date on which written notice is given to Buyer, to complete restoration. In the event Seller timely completes restoration, Seller will give written notice of this fact to Buyer and Closing will immediately occur. In the event Seller does not timely complete restoration, ▇▇▇▇▇ will have the option to give written notice to Seller of Buyer’s intention to terminate this Sale Contract and Buyer’s obligations herein will then be immediately ended and the ▇▇▇▇▇▇▇ Money Deposit will be promptly and fully refunded, together with any interest accrued thereon, if applicable, or Buyer may continue to seek performance from Seller under this Sale Contract.
Casualty. Risk of loss to the Property from fire or other casualty shall be borne by Seller until the Closing. In the event of any minor damage or destruction to the Property or any portion thereof, Seller and Buyer shall proceed to close under this Agreement and Buyer will receive (and Seller will assign to Buyer at the Closing, Seller’s rights under insurance policies to receive) any insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date) due Seller as a result of such damage or destruction and assume responsibility for such repair, and Buyer shall receive a credit at Closing for any deductible, uninsured or coinsured amount under said insurance policies. For purposes of this Agreement, the term “minor damage or destruction” shall mean such instances of damage or destruction (i) which can be repaired or restored at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) or less; and (ii) which can be restored and repaired within 120 days from the date of such damage or destruction; and (iii) in which Seller’s rights under its rent loss insurance policy covering the Property (or portions thereof) are assignable to Buyer and will continue pending restoration and repair of the damage or destruction; and (iv) does not permit any Tenant to terminate its Tenant Lease. In the event of such minor damage or destruction and Seller under any provision of this Agreement is unable or refuses to credit to Buyer the amount of such loss, Seller being under no obligation to do so, Buyer shall have the right to terminate this Agreement, the Deposit shall be returned to Buyer and the parties shall have no further obligations to or recourse against each other except for provisions that expressly survive termination of this Agreement.
Casualty. If, prior to the Closing, the Property is materially destroyed or damaged by fire or other casualty, the Seller shall promptly notify the Purchaser of such fact. In such event, the Purchaser shall have the right to terminate this Agreement by giving notice to the Seller not later than ten (10) days after the giving the Seller’s notice (and, if necessary, the Closing Date shall be extended until one day after the expiration of such ten-day period). If the Purchaser elects to terminate this Agreement as aforesaid, this Agreement shall terminate and be of no further force and effect and no party shall have any liability to the other hereunder. If less than a material part of the Property shall be affected by fire or other casualty or if the Purchaser shall not elect to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and the Seller shall assign to the Purchaser at the Closing the rights of the Seller to the proceeds, if any, under the Seller’s insurance policies covering the Property with respect to such damage or destruction and there shall be credited against the Purchase Price the amount of any deductible, any proceeds previously received by Seller on account thereof and any deficiency in proceeds.