Casualty Loss Prior to Closing. In the event of damage by fire or other casualty to any of the Properties after the Effective Date and prior to the Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Sellers shall otherwise agree) in such event:
Casualty Loss Prior to Closing. If prior to the Time of Closing, a material casualty loss to the Metered Parking System has occurred and this Agreement has not been terminated under Section 2.4(d), then the City (or the Authority on behalf of the City) shall either (i) promptly and diligently repair and rebuild the affected parts of the Metered Parking System to restore them to at least the same condition in which they were before the occurrence of such casualty loss or (ii) authorize the Concessionaire to repair the Metered Parking System and assign to the Concessionaire all insurance and other proceeds (if any) payable by third-party insurers or other third parties in respect of such casualty loss and enforce (with the cooperation of the Concessionaire) all of its rights, remedies and privileges under any applicable insurance policies with third-party insurers; provided that if no insurance exists or such insurance proceeds are not sufficient to repair the affected parts of the Metered Parking System to its prior condition, then the City shall reimburse the Concessionaire for that amount representing the difference between the cost to repair and the amount of any insurance proceeds.
Casualty Loss Prior to Closing. If prior to the Time of Closing, a material casualty loss, destruction or damage to any part of the System has occurred and this Agreement has not been terminated under Section 2.4(d), then the Authority at its option shall (i) promptly and diligently repair and rebuild the affected parts of the System to restore them to at least the same condition in which they were before the occurrence of such casualty loss, destruction or damage; provided that if the affected parts of the System cannot prior to the Closing Date be repaired or rebuilt to restore them to at least the same condition in which they were before the occurrence of such casualty loss, destruction or damage, the Authority shall make such repairs or restoration as can reasonably be completed prior to the Closing Date and prior to the Closing Date shall provide to the Concessionaire a plan for the completion of such repairs or restoration following the Time of Closing at the Authority’s expense subject to the Concessionaire’s reasonable approval and shall then complete such repairs or restoration in accordance with such plan, or (ii) authorize the Concessionaire to repair and rebuild the affected parts of the System, in which event the Authority shall assign to the Concessionaire all insurance and other proceeds payable by third-party insurers or other third parties to the Authority in respect of such casualty loss, destruction or damage and enforce (with the cooperation of the Concessionaire) all of its rights, remedies and privileges under any applicable insurance policies with third-party insurers; provided that to the extent that such proceeds are not sufficient to repair and rebuild the affected parts of the System and restore such affected parts to at least the same condition in which they were before the occurrence of the casualty loss, destruction or damage then (A) either Party may terminate this Agreement prior to the Closing Date or (B) in the event neither Party terminates this Agreement pursuant to clause (A), the Authority shall reimburse the Concessionaire for the difference upon such terms as are agreed to by the Authority and the Concessionaire. The Authority shall pay the Concessionaire all Concession Compensation with respect to any repair or restoration required by this Section 2.5(i).
Casualty Loss Prior to Closing. If, between the Execution Date and the Closing, any substantial portion of the Assets are materially damaged or destroyed by fire or other casualty (not including normal wear and tear, downhole mechanical failure or reservoir changes) or if any substantial portion of the Assets are taken by condemnation or under the right of eminent domain (all of which are herein called “Casualty Loss” and are limited to property damage or taking only), Sellers shall notify Purchaser promptly after Sellers learn of such event. Sellers shall have the right, but not the obligation, to cure a Casualty Loss that consists of property damage by repairing the affected Asset no later than the Closing Date. If any uncured Casualty Loss exists at the Closing, Purchaser shall proceed to purchase the Asset affected thereby, and upon receipt of the Purchase Price, Sellers shall pay to Purchaser all sums paid to Sellers by third Persons by reason of the damage or taking of such Asset, and to the extent Sellers are not contractually prohibited from doing so, Sellers shall assign, transfer and set over unto Purchaser all of the right, title and interest of Sellers in and to any claims, unpaid proceeds or other payments or rights to receive payments from third Persons arising out of such damage or taking. EXCEPT AS SET FORTH IN SECTION 6.1(P), EACH SELLER DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE EXISTENCE OF INSURANCE COVERING CASUALTY LOSS TO THE ASSETS, AND DISCLAIMS ANY OBLIGATION, COVENANT OR DUTY TO PURCHASER TO ASSERT OR PURSUE ANY CLAIM AGAINST ANY INSURER OR OTHER PERSON FOR CASUALTY LOSS TO THE ASSETS.
Casualty Loss Prior to Closing. If prior to the Effective Date, a material casualty Loss, destruction or damage to the Metered Parking System has occurred and this Agreement has not been terminated under Section 2.3(a), then Metro shall either
Casualty Loss Prior to Closing. If prior to the Time of Closing, a material casualty loss, destruction or damage to any part of the System has occurred and this Agreement has not been terminated under Section 2.4(d), then the City at its option shall
Casualty Loss Prior to Closing. Seller shall promptly notify Buyer of any Casualty Loss to the Properties of which Seller is or becomes aware. In the event of a Casualty Loss to the Properties after the Effective Date and prior to the Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Seller shall otherwise agree) in such event:
Casualty Loss Prior to Closing. If prior to Closing any of the Companies' Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is five percent (5%) of the Purchase Price or less, then, subject to the other terms and provisions of this Agreement, Buyer shall proceed to purchase the Five Flags Stock and the H&W Stock without any reduction in the Purchase Price. If prior to Closing any of the Companies' Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is in excess of five percent (5%) of the Purchase Price, then Buyer shall have the right to terminate this Agreement unless Seller agrees to reduce the Purchase Price by a sum equal to that amount by which the repair or replacement cost thereof, as applicable, of such damaged or destroyed assets exceeds five percent (5%) of the Purchase Price, less all sums payable by insurance carriers to Buyer and to the Companies, or either of them, by reason of such loss. All repair or replacement costs shall be determined jointly by Seller and Buyer or, in the event of disagreement between Buyer and Seller with respect thereto, such repair or replacement cost shall be automatically referred to arbitration for decision by the arbitrators pursuant to the provisions of Section 35 of this Agreement. 12.
Casualty Loss Prior to Closing. Seller shall use its Reasonable Best Efforts to cause Buyer to be named as an additional insured during the period between the Effective Date and the Closing Date on all of its liability insurance policies covering the Properties. In the event of damage by fire or other casualty to the Properties after the Effective Date and prior to the Closing, then this Agreement shall remain in full force and effect, and (unless Buyer and Seller shall otherwise agree) in such event:
Casualty Loss Prior to Closing. If prior to Closing any of the Company Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is $25,000.00 or less, then, subject to the other terms and provisions of this Agreement, Buyer shall proceed to purchase the Stock without any reduction in the Purchase Price. If prior to Closing any of the Company Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is in excess of $25,000.00, but is less than $250,000.00, then Buyer shall have the option to either terminate this Agreement or to proceed to purchase the Stock with a reduction in the Purchase Price by the amount of the repair or replacement cost thereof, as applicable, of such damaged or destroyed assets. If prior to Closing any of the Company Assets are damaged or destroyed by fire, flood, storm or other casualty and the repair or replacement cost thereof, as applicable, is $250,000.00 or more, then both Buyer and Seller shall have the option to terminate this Agreement; and if neither Buyer nor Seller elects to terminate this Agreement, then Buyer shall proceed to purchase the Stock with a reduction in the Purchase Price by the amount of the repair or replacement cost thereof, as applicable, of such damaged or destroyed assets. All repair or replacement costs shall be determined jointly by Seller and Buyer or, in the event of disagreement between Buyer and Seller with respect thereto, such repair or replacement cost shall be determined by arbitration as provided in Section 37 of this Agreement. 11.
