Damage Before Closing Clause Samples

Damage Before Closing. The interest of the Vendor in and to the Property shall be at the risk of the Vendor until Closing, subject to the terms and conditions of this Agreement. The Vendor covenants and agrees to notify the Purchaser in writing of any and all loss or damage to the Property in excess of $50,000 forthwith following the occurrence thereof. If loss or damage to the Property occurs, then: (a) if the cost of repair or restoration, in the opinion of the Vendor’s architect or engineer, will exceed an amount equal to 35% of the Purchase Price (such damage being referred to herein as “Substantial Damage”), then the Vendor or the Purchaser may by notice to the other party within ten (10) Business Days after the occurrence of such Substantial Damage, elect to terminate this Agreement in which event this Agreement shall automatically terminate, be null and void and of no further force and effect whatsoever, the Purchaser and Vendor shall be released from all obligations under this Agreement (except those which are expressly stated to survive any termination of this Agreement) and the Deposit and all interest earned thereon shall be returned to the Purchaser forthwith without deduction; and (b) if such loss or damage is not Substantial Damage, or is Substantial Damage but neither party has elected to exercise the termination right with respect to the Agreement, pursuant to Subsection 7.2(a), then neither party shall have any right to terminate this Agreement by virtue thereof, the Vendor shall pay any insurance deductibles in respect of such loss or damage, the Purchaser shall be entitled to all proceeds of property insurance in respect of such loss or damage (except that portion, if any, required to reimburse the Vendor for repair or restoration work it has done prior to Closing and insurance for loss of income prior to Closing, all of which shall be paid to the Vendor), the parties shall complete the Transaction and the Purchaser shall promptly and diligently repair such damage at its own expense following Closing. The Vendor covenants and agrees that, during the entire period of time from and including the Execution Date to and including the Closing Date, the Vendor shall maintain the same or substantially similar insurance as disclosed to the Purchaser pursuant to Section 2.2(f) above. If the damage or destruction occurs at such time that there is insufficient time for the Vendor or the Purchaser to make its election hereunder, the Closing Date shall be postponed to a dat...

Damage Before Closing. If the Condominium, the Building or any of the Units are damaged by fire or other casualty after this Agreement takes effect but before closing, Buyer shall have the right to elect whether to (i) terminate this Agreement, in which event the Escrow Agent shall refund the Buyer’s deposit, if Buyer is not in default, and such refund will end any rights or responsibilities Buyer and Seller may have to each other, or (ii) close on the purchase of the Units and receive any insurance proceeds received by the Seller with respect to the Units. In the event the Buyer and the Seller agree to have the Seller repair the Condominium, the Building and/or the Units, and the Seller completes such repairs pursuant to said agreement, any money received in settlement of the damage from insurance or otherwise will belong to Seller and in such event, if Buyer receives any money in connection with the damage, Buyer will turn it over to Seller immediately.

Damage Before Closing. The interest of the Vendor in and to the Purchased Assets shall be at the risk of the Vendor until Closing. If any loss or damage to the Building in excess of Five Million Dollars ($5,000,000) (a “material loss”) occurs before that time, the Purchaser, at its sole option, by notice given within ten (10) Business Days after disclosure to the Purchaser by the Vendor of the occurrence of such material loss and the extent of insurance coverage available and any deductibles in insurance coverage for such material loss, or two Business Days prior to the Closing Date (whichever first occurs) may terminate this Agreement by notice in writing to the Vendor, in which case this Agreement shall be terminated, null and void and of no further force or effect whatsoever and the Deposit shall be refunded without interest or deduction, or the Purchaser may elect to complete the agreement of purchase and sale constituted upon the execution and delivery of this Agreement, in which event the Purchaser shall be entitled to the net proceeds of insurance in respect of the loss or damage after any deductible, if, as and when received by the Vendor, together with a credit on the closing statement of adjustments equal to the amount of the insurance deductible. If no notice is delivered by the Purchaser within the time set out in this Section 9.1, it shall be deemed to have elected to proceed with the agreement of purchase and sale. If a loss or damage occurs which is not a material loss, neither the Purchaser and the Vendor shall have any right to terminate this Agreement pursuant to this Section and the Vendor shall assign to the Purchaser the proceeds of any applicable insurance net of any deductible amounts.

Damage Before Closing. The Hotel Assets shall be at the risk of the Vendor for insurance purposes until the Closing Date. Prior to Closing, the Vendor shall maintain its current insurance on the Hotel Assets (or such other substantially similar insurance as reasonably determined by the Vendor). If loss or damage to the Hotel Assets occurs at any time prior to Closing, then: (a) if such loss or damage is of such a nature and to such an extent that the cost of repair or restoration, in the reasonable opinion of the Vendor’s independent architect or engineer, will exceed an amount in aggregate equal to 25% of the Purchase Price (“Substantial Damage”), then the Purchaser may by notice to the Vendor within five Business Days after it receives written notice of the occurrence of such Substantial Damage, elect to terminate this Agreement and the Deposit (together with all interest earned thereon, and any security provided by the Purchaser pursuant to Section 2.5(a)(iii), if applicable) shall be returned to the Purchaser forthwith after termination, subject to the Vendor’s rights pursuant to Section 2.5(c); and (b) if such loss or damage does not constitute Substantial Damage, or does constitute Substantial Damage but the Purchaser has elected not to exercise its right of termination pursuant to Section 8.2(a), then neither party shall have any right to terminate this Agreement by virtue thereof, the Vendor shall pay to the Purchaser on Closing (or, in the case of a right to proceeds of insurance, assign to the Purchaser on Closing) the total of all proceeds of insurance in respect of such loss or damage (except to the extent such proceeds compensate for income lost for the period before the Closing Date which proceeds shall be entirely the property of the Vendor) plus any deductibles relating to such insurance policies, and the parties shall complete the Transaction. With respect to the payments to be made by the Vendor to the Purchaser under this Section 8.2(b) with regard to the deductibles, the parties agree that such amounts may be credited in favour of the Purchaser against the Purchase Price payable by the Purchaser on Closing (rather than paid by the Vendor to the Purchaser). If the damage or destruction occurs at such time that there is insufficient time for the Purchaser to make its election hereunder, the Closing Date shall be postponed to a date which is five Business Days after the last day of the period for the Purchaser’s election, or if such date is not a Business Day, t...

Damage Before Closing. If the Unit is damaged by fire or other casualty before closing of title, and if Seller decides to repair the damage, Seller will have a reasonable time to complete repairs, which will be made without costs to Buyer. The repair work will be judged by the standards of the building prior to the damage occurring. Buyer will have no right to any reduction in the purchase price nor any claim against Seller by reason of the damage and will close on the scheduled closing date if the repairs have been completed (to the extent that Buyer is not prevented from living in the Unit) by that date. Seller reserves the right to decide, in its sole discretion, whether or not to repair the damage. If Seller makes the decision not to repair said improvements, this Agreement will be canceled, in which case Seller will refund all Buyer's deposits. This will terminate any rights or responsibilities the parties have to each other and each party will thereafter be released of and from any and all liability hereunder.

Damage Before Closing. The interest of the Vendor in and to the Property shall be at the risk of the Vendor until Closing. In the event that any loss of or damage to the Property the cost of repair of which would exceed $10,000 (such loss or damage and repair cost to be determined by the Vendor’s arm’s length, independent architect, engineer or other qualified expert retained for the purpose), occurs before Closing which the Vendor has not covenanted to repair by the Closing Date or to adjust for, or in respect of which the Purchaser is not prepared to accept such Vendor’s covenant to repair or adjust, then the Purchaser, within ten (10) days after disclosure to the Purchaser by the Vendor of the loss or damage and the extent thereof and the Vendor’s concurrent Notice that it does or does not intend to repair or adjust, at its option shall by Notice to the Vendor either: (i) elect to complete the purchase of the Property in which event the Purchaser shall be entitled to the proceeds of insurance in respect of the loss or damage and the Vendor shall pay any deductibles in respect of such loss or damage, or (ii) elect not to complete the purchase of the Property in which case this Agreement shall be terminated and of no further force and effect. In the event of loss or damage to the Property, the cost of repair of which is less than or equal to $10,000 then the Purchaser shall have no right to terminate this Agreement, the Vendor shall pay any deductibles in respect of such loss or damage, the Purchaser shall be entitled to all proceeds of insurance in respect of such loss or damage, and the parties shall complete the within transaction with respect to the Property.

Damage Before Closing. To the extent recognized under Tennessee state law as a contract defense (e.g. impossibility or frustration), if the Unit is damaged by fire or other casualty before closing, and if Seller decides to repair the damage, Seller shall have a reasonable time to complete repairs, which shall be made without cost to Buyer. The repair work will be judged by the same standard used to evaluate new construction. Buyer shall have no right to any reduction in the Full Purchase Price nor any claims against Seller by reason of the damage and shall close on the scheduled closing date if the repairs have been completed (to the extent that Buyer is not prevented from living in the Unit) by that date.

Damage Before Closing. The interest of Smart in and to the Lands shall be at the risk of Smart until Closing, subject to the terms and conditions of this Agreement. If after the Execution Date but before Closing: (i) erosion, subsidence or similar loss or damage to the Lands occurs; or (ii) Hazardous Substances in, on, under or at the Lands are discharged or released, and are in excess of the applicable standards for soil, groundwater and sediment as set out in Environmental Laws (in the case of (i) and/or (ii), “Relevant Damage”), then: (a) If the cost of repair or restoration of such Relevant Damage, in the opinion of the Applicable Consultant, will exceed an amount equal to $750,000 (such Relevant Damage being referred to herein as “Substantial Damage”), then Smart or SmartStop may by notice to the other party within 10 Business Days after the Applicable Consultant provides notice to Smart and SmartStop of the determination of such Substantial Damage, elect to terminate this Agreement, and upon delivery of such notice this Agreement shall terminate and SmartStop and Smart shall be released from all obligations under this Agreement (except for those obligations which are expressly stated in Section 10.19 to survive the termination of this Agreement) and the Deposit and interest accrued thereon shall be dealt with in accordance with Section 5.2. (b) If such Relevant Damage is not Substantial Damage, or is Substantial Damage but no Party has elected to exercise any termination right with respect to the Lands or this Agreement, as the case may be, pursuant to Section 9.3(a), then: (i) no Party shall have any right to terminate this Agreement by virtue thereof; (ii) the Parties shall complete the Transaction; (iii) the Property Contribution Amount will be reduced by the amount of any deductible that is payable under the insurance policy of Smart with respect to such Relevant Damage (to the extent such deductible has not been paid by Smart); and (iv) Smart will assign to the Limited Partnership on the Closing Date, Smart’s claim to any and all insurance proceeds with respect to such Relevant Damage (including insurance proceeds to cover lost rent and other income from the Lands from and after the Closing Date, if any, but excluding any insurance for loss of income suffered by Smart prior to the Closing Date) and any claim Smart may have against any Person in connection with such Relevant Damage. After Closing, the Limited Partnership shall promptly and diligently repair or cause to...

Damage Before Closing. The interest of the Vendor in the Lands and the Complex shall be at the risk of the Vendor until Closing. If any loss or damage occurs to the Premises before Closing which loss or damage materially affects the Purchaser’s ability to occupy and use the Premises as determined by the Vendor, acting reasonably, the Closing Date shall be extended accordingly by written notice provided by the Vendor to the Purchaser to permit the Vendor to repair and rebuild the Premises in accordance with the Premises and Complex Design Plans, and the Vendor will carry out such repairs in a diligent manner.