Casualty and Condemnation Sample Clauses

Casualty and Condemnation. (a) Transferors shall give BH Investor prompt notice of any fire or other casualty affecting the Project. BH Investor or its designated agents may enter upon the Project from time to time during normal business hours and upon advance notice to Transferors in accordance with this Agreement for the purpose of inspecting any such casualty. (b) In the event of loss or damage to the Project or any portion thereof (the “premises in question”) which is not “major” (as hereinafter defined), this Agreement shall remain in full force and effect provided Project Owner performs any necessary repairs or, at Transferors’ option, reduces the cash portion of the BH Contribution in an amount equal to the cost of such repairs, Transferors thereby retaining all of Transferors’ right, title and interest to any claims and proceeds Project Owner may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question. In the event that Project Owner elects to perform repairs upon the Project, Project Owner shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time (but in no event more than thirty (30) days unless such repairs are not capable of being completed within thirty days and Transferors are causing Project Owner to diligently pursue the completion of such repairs, in which case the time shall be extended up to one hundred eighty (180) days) in order to allow for the completion of such repairs. (c) In the event of a “major” loss or damage, BH Investor may terminate this Agreement by written notice to Transferors. If BH Investor does not send written notice to Transferors that BH Investor has elected to proceed with Closing within ten (10) days after Transferors send BH Investor written notice of the occurrence of major loss or damage, then BH Investor shall be deemed to have elected to terminate this Agreement. If BH Investor sends notice to Transferors within such ten (10) day period that BH Investor desires to proceed with Closing, this Agreement shall remain in effect, provided that Transferors shall assign to Transferee at Closing all of Transferor’s right, title and interest to any resulting insurance proceeds (including any rent loss insurance applicable to any period on or after the Closing due Transferors as a result of such major loss or damage. Upon Closing, full risk of loss with respect to the Project shall pass to Transferee and Transferee shall recei...

Casualty and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event (the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement, and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan. Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however, and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair and restore the Project in accordance with the terms and provisions of the Loan Doc...

Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Security Documents.

Casualty and Condemnation. (a) Holdings or the Borrower will furnish to the Administrative Agent and the Lenders prompt written notice of any casualty or other insured damage to any material portion of any Collateral or the commencement of any action or proceeding for the taking of any Collateral or any part thereof or interest therein under power of eminent domain or by condemnation or similar proceeding. (b) If any event described in paragraph (a) of this Section results in Net Cash Proceeds (whether in the form of insurance proceeds, condemnation award or otherwise), the Administrative Agent is authorized to collect such Net Cash Proceeds and, if received by Holdings, the Borrower or any Subsidiary, such Net Cash Proceeds shall be paid over the Administrative Agent; provided that (i) if the aggregate Net Cash Proceeds in respect of such event (other than proceeds of business income insurance) are less than $5,000,000, such Net Cash Proceeds shall be paid over to Holdings or the Borrower unless a Default has occurred and is continuing, and (ii) all proceeds of business income insurance shall be paid over to the Borrower unless a Default has occurred and is continuing. All such Net Cash Proceeds retained by or paid over to the Administrative Agent shall be held by the Administrative Agent and released from time to time to pay the costs of repairing, restoring or replacing the affected property in accordance with the terms of the applicable Security Document, subject to the provisions of the applicable Security Document regarding application of such Net Cash Proceeds during a Default. (c) If any Net Cash Proceeds retained by or paid over to the Administrative Agent as provided above continue to be held by the Administrative Agent on the date that is 360 days (or, in the case of a distribution center, two years, provided that repair, restoration or replacement commenced within 270 days after the occurrence of such event) after the occurrence of the event resulting in such Net Cash Proceeds, then such Net Cash Proceeds shall be applied to prepay Term Borrowings as provided in Section 2.11(b).

Casualty and Condemnation. (a) The Borrower shall promptly notify the Agent of any loss, damage, or destruction to any Collateral or any Real Property owned by the Borrower or any of its Domestic Subsidiaries whether or not constituting Collateral (collectively, “Property”) or arising from its use, whether or not covered by insurance; provided that no such notice is necessary with respect to the loss, damage or destruction of any Collateral or Real Property with a value of less than $3,000,000 per casualty event and $10,000,000 in the aggregate. The Agent on behalf of the Lenders (in consultation with the Borrower so long as no Default or Event of Default is continuing) is hereby authorized to adjust losses and collect all insurance proceeds in respect of any Collateral directly. If, notwithstanding the provisions hereof, which require that the Agent be the sole loss payee for insurance proceeds in respect of Collateral, a check or other instrument from an insurer is made payable to the Borrower or the Borrower and the Agent jointly, the Agent may endorse the Borrower’s name thereon and take such other action as the Agent may elect to obtain the proceeds thereof. After deducting from such proceeds the expenses, if any, incurred by the Agent in the collection or handling thereof, the Agent may apply such proceeds to the reduction of the Obligations under or in connection with this Agreement and the other Loan Documents in the manner set forth in Section 1.9 or, at the Agent’s option with the consent of the Requisite Lenders, may permit or require the Borrower to use such proceeds, or any part thereof, to replace, repair or restore such Collateral as provided in paragraph (d) below. So long as no Default or Event of Default shall be continuing, the Borrower shall be entitled to use such proceeds to the extent the same are proceeds payable with respect to a casualty to Collateral other than Inventory (or such lesser amount thereof as shall be necessary) to replace, repair, restore or rebuild such Collateral as provided in paragraph (d) below where the amount of such moneys on account of a single event of loss, damage or destruction is less than $3,000,000 and it is reasonably expected that such replacement, repair, restoration or rebuilding can be completed within six (6) months after the loss, damage or destruction (and if not completed by the end of such six-month period, the remaining monies shall be delivered to the Agent to be applied to the payment of the Obligations). (b) The Bo...

Casualty and Condemnation. Grantor shall give Grantee prompt written notice of the occurrence of any casualty affecting, or the institution of any proceedings for eminent domain or for the condemnation of, the Property or any portion thereof. All insurance proceeds on the Property, and all causes of action, claims, compensation, awards and recoveries for any damage, condemnation or taking of all or any part of the Property or for any damage or injury to it for any loss or diminution in value of the Property, are hereby assigned to and shall be paid to Grantee. Grantee may participate in any suits or proceedings relating to any such proceeds, causes of action, claims, compensation, awards or recoveries and Grantee is hereby authorized, in its own name or in Grantor's name, to adjust any loss covered by insurance or any condemnation claim or cause of action, and to settle or compromise any claim or cause of action in connection therewith, and Grantor shall from time to time deliver to Grantee any instruments required to permit such participation; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing. Grantee shall not have the right to participate in the adjustment of any loss which is not in excess of the lesser of (i) ten percent (10%) of the then outstanding principal balance of the Note and (ii) $500,000.00. Grantee shall apply any sums received by it under this Section first to the payment of all of its costs and expenses (including, but not limited to, legal fees and disbursements) incurred in obtaining those sums, and then, as follows: (a) In the event that less than sixty percent (60%) of the Improvements located on the Real Estate have been taken or destroyed, then if: (1) no Default or Event of Default is then continuing hereunder or under any of the other Loan Documents, and (2) the Property can, in Grantee's reasonable judgment, with diligent restoration or repair, be returned to a condition at least equal to the condition thereof that existed prior to the casualty or partial taking causing the loss or damage within the earlier to occur of (i) six (6) months after the receipt of insurance proceeds or condemnation awards by either Grantor of Grantee and (ii) sixty (60) days prior to the stated maturity date of the Note, and (3) all necessary governmental approvals can be obtained to allow the rebuilding and reoccupancy of the Property as described in Section 1.9(a)(2) above, and (4) there are sufficient sums available (throu...

Casualty and Condemnation. If any material portion of the Property is damaged or taken by eminent domain (or is the subject of a pending taking) prior to Closing, Seller shall notify Buyer promptly after Seller obtains knowledge thereof. Within 10 business days after ▇▇▇▇▇ receives such written notice (if necessary, the Closing Date shall be extended until one business day after the expiration of such period), Buyer may, at its option, either (i) terminate this Agreement, or (ii) proceed to Closing in accordance with this Agreement. Buyer shall be deemed to have waived its right to terminate this Agreement if Buyer does not notify Seller in writing of its election to terminate this Agreement within such period. Buyer shall not be entitled to any insurance proceeds or obtain any rights with respect to any claims Seller may have with regard to insurance maintained by Seller with respect to the Property. In the event of a taking by eminent domain, Seller shall assign to Buyer at Closing all of Seller’s right, title and interest in and to all awards, if any, for such taking.

Casualty and Condemnation. (a) If, prior to the Closing Date, the Property and the improvements thereon shall be destroyed or damaged by fire or other casualty costing more than $100,000 to repair, Buyer shall have the option (to be exercised in the manner hereinafter provided) to (l) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be promptly returned to Buyer, and thereupon, this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder, except as other expressly provided herein; or (ii) upon the Closing Date Seller shall assign to Buyer the interest of Seller in any to any insurance proceeds with respect to said damage. Seller agrees to give Buyer notice of any fire or other casualty within seventy- two (72) hours after any such event, and Buyer may exercise such option by delivering written notice to Seller within twenty (2) days following the receipt of such notice. If the Closing Date is less then twenty (20) days following the last day on which Buyer is entitled to elect to terminate this Agreement, then the Closing shall be delayed until Buyer makes such election. (b) If after the Effective Date and before Closing, all or a substantial portion of the Property is condemned by any legally constituted authority, a notice of intent to condemn is issued for any portion of the Property, or any portion of the Property is sold in lieu of contamination (all of which actions shall generically be referred to as a OcondemnationO), Buyer shall determine, in its reasonable discretion, the effect of the condemnation on the Property and the financial viability of this Agreement. Within 60 days after notice of intent to condemn is received by Buyer, Buyer shall notify Seller in writing of BuyerOs decision to either (i)terminate this Agreement, in which event all ▇▇▇▇▇▇▇ Money paid by Buyer shall be immediately refunded by Title Company to Buyer, or (ii)leave this Agreement in full force and effect and proceed to Close, in which case Seller shall assign to Buyer all of Seller's rights under the condemnation, or if the amount of the award is then ascertained or has been paid to Seller, the Purchase Price shall be reduced by an amount equal to the award, and Seller shall retain the rights to the award. If this Agreement is terminated by Buyer under alternative (i)above, all ▇▇▇▇▇▇▇ Money shall be returned to Buyer, and neither Buyer nor Seller shall have any further obligations or rights under this Agreement other than those ...

Casualty and Condemnation. (a) If any Casualty to the Leased Premises occurs, Tenant shall give Landlord and Lender prompt notice thereof. Provided that no Event of Default has occurred and is continuing, with respect to any and all claims under any of the insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) in an amount of less than $4,000,000.00 (the "Threshold Amount"), Tenant shall be and is hereby authorized to adjust, collect, settle and compromise same, in its reasonable discretion and upon notice to Landlord and any Lender, so long as any such settlement or compromise contains a full and unconditional release of Landlord and Lender from any liability or obligation in connection therewith, if applicable. Only Landlord and Lender are authorized to adjust, collect and compromise, in their discretion, any and all claims under any of the insurance policies required by Paragraph 16 (a) (except public liability insurance claims payable to a Person other than Tenant, Landlord or Lender) in excess of the Threshold Amount (upon notice to Tenant unless the giving or effectiveness of such notice is prohibited by stay but with out any approval by Tenant if an Event of Default has occurred and is continuing); provided that, if no Event of Default by Tenant shall have occurred and be continuing hereunder, Tenant shall be entitled to participate with Landlord and Lender in any adjustment, collection and compromise of the Net Award payable in connection with a Casualty whether below or in excess of the Threshold Amount and, except in the case of a Casualty where Landlord has delivered a Rejection of Tenant's offer to pay the Termination Amount following a Termination Event as described in Paragraph 18, all final adjustments, settlements or compromises for claims above the Threshold Amount shall nevertheless be subject to the approval of Tenant (such approval not to be unreasonably withheld, delayed or conditioned). Subject to the foregoing, Tenant agrees to sign, upon the request of Landlord and Lender, all such proofs of loss, receipts, vouchers and releases, and if Tenant fails to do so or if an Event of Default has occurred and is continuing, Landlord and Lender are each hereby authorized to execute and deliver on behalf of Tenant all necessary proofs of loss, receipts, vouchers and releases required by the insurers. Notwithstanding the foregoing, for claims in excess of the Threshold Amount, L...