Damage or Condemnation Clause Samples

Damage or Condemnation. If, before Closing, any part of the Acquired Company Assets are damaged or destroyed, or are condemned, or if proceedings are filed for condemnation or under the right of eminent domain that results in damage, destruction or condemnation of property with (A) in the case of the Acquired Companies (other than the Javelina Partnerships), a fair market value (as determined by the Parties), or (B) in the case of the Javelina Partnerships, the Javelina Percentage Interest of a fair market value (as determined by the Parties), in the aggregate of (i) 10% or less of the Purchase Price, the Purchase Price shall be reduced by (x) in the case of the Acquired Companies (other than the Javelina Partnerships) such amount, or (y) in the case of the Javelina Partnerships, the Javelina Percentage Interest of such amount, the Parties shall be obligated to proceed with the Closing, and the Seller shall retain, or to the extent received by any Acquired Company or the Buyer following the Closing, the Buyer or such Acquired Company shall pay to the Seller, all property casualty insurance proceeds payable to the Seller or its Affiliates relating to such damage, destruction or condemnation, and (ii) more than 10% of the Purchase Price, the Buyer shall not be obligated to consummate the Closing, provided that, in lieu of electing not to close, the Buyer may elect: (x) to offer to extend the date for Closing to allow the Seller the opportunity (in the Seller’s sole discretion) to repair or replace, or to cause the repair or replacement of, any such damaged or destroyed assets; or (y) accept the Acquired Company Equity Interests, notwithstanding any such destruction, taking, or pending or threatened taking (without reduction of the Purchase Price therefor), in which case the Seller shall pay to the Buyer all property casualty insurance proceeds actually received by the Seller or any of its Affiliates that are not required to be paid by any of them as a reimbursement to any property casualty insurance providers of the Seller and its Affiliates by reason of the destruction, or taking of such assets, to the extent such sums are not committed, used or applied by the Seller or any of its Affiliates or the Javelina Partnerships prior to the Closing Date to repair, restore or replace such damaged or taken assets, and shall assign and transfer to the Buyer, or subrogate the Buyer to, all of the right, title and interest of the Seller and its Affiliates in and to any such unpaid awards or ot...

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before Closing the Property or any portion thereof shall be damaged, or if the Property or any portion thereof shall be subjected to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation, then Seller shall give written notice of such damage or taking to Purchaser (the “Seller Notice”). Upon receipt of Seller’s notice, Purchaser may elect in Purchaser’s sole discretion, to terminate this Agreement by giving written notice of its election to Seller within ten (10) business days after Purchaser’s receipt of the Seller Notice, in which event the Escrow Deposit and Additional Escrow Deposit and any accrued interest shall be returned to Purchaser without any further instructions or direction from any party hereto. If no such election is made, this Agreement shall remain in full force and effect and the purchase contemplated herein, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon the Closing of the transaction described herein, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards that have been or that may thereafter be made for such taking, and Seller shall assign, transfer and set over to Purchaser any insurance proceeds that may thereafter be made for such damage or destruction giving Purchaser a credit at Closing for any deductible under such policies.

Damage or Condemnation. 9.1 In the event of any eminent domain or condemnation action before or on the Closing Date Seller shall immediately notify Purchaser and Purchaser may elect, in its sole discretion, to (a) terminate this Agreement, in which event neither party shall have any further liability under this Agreement except for those obligations which expressly survive the termination of this Agreement, or

Damage or Condemnation. In the event the Facility is totally or substantially destroyed by fire, explosion, flood, windstorm, hail, earthquake, hurricane, tornado, or other casualty or act of God, or in the event all or a substantial portion of the Facility and the premises on which it is situated is taken or to be taken by condemnation or eminent domain proceeding, then either party may by written notice to the other immediately terminate this Agreement.

Damage or Condemnation. Risk of loss resulting from any condemnation, eminent domain or expropriation proceeding which is commenced prior to Closing, and risk of loss to the Premises due to any other cause, remains with Seller until Closing. If, prior to the Closing, all or part of the Premises shall be destroyed, damaged or subjected to a bona fide threat of condemnation, expropriation or other proceeding, Seller shall so notify Purchaser, and Purchaser may elect to (i) cancel this Contract, in which event all parties shall be relieved and released of and from any further duties, obligations, rights or liabilities hereunder, or (ii) Purchaser may declare this Contract to remain in full force and effect and the purchase contemplated herein, subject to such damage or less any interest taken by eminent domain, expropriation or condemnation, shall be effected, and at Closing, Seller shall assign, transfer and set over to Purchaser all of the right, title and interest of Seller in and to any awards and insurance proceeds or claims that have been or that may thereafter be made for such taking or damage.

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing the Property shall be

Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding that is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood or any other cause before the Closing, shall remain with Seller. If before the Closing, the Property shall be materially damaged, or if the Real Property or any material portion thereof shall become subject to a bona fide threat of condemnation or shall become the subject of any proceedings, judicial, administrative or otherwise, with respect to the taking by eminent domain or condemnation (“Condemnation”), then Buyer may terminate this Agreement by written notice to Seller given within five (5) days after Buyer learns of such material damage or Condemnation, in which event

Damage or Condemnation. (a) If Prime Landlord or Sublandlord shall elect to terminate the Prime Lease after an event of casualty or condemnation, this Sublease shall also terminate. In any such event, Subtenant shall have no claim (against Sublandlord, Prime Landlord, or otherwise), by reason of such termination, and Subtenant shall have no interest in any insurance proceeds (other than proceeds from its own policies), or any condemnation award. (b) If a casualty or condemnation shall occur and Prime Landlord and Sublandlord do not elect to terminate the Prime Lease, this Sublease shall remain in full force and effect and neither Sublandlord nor Subtenant shall have the right to terminate this Sublease by reason of such casualty or condemnation (but Subtenant shall be entitled to an abatement of Rent to the extent, if any, provided under the Prime Lease, and solely as such permitted abatement relates to the Premises). (c) Notwithstanding the foregoing to the contrary, in the event: (i) of damage or destruction to the Premises; and (ii) (1) Prime Landlord’s estimate (required pursuant to Section 10.03 of the Prime Lease) to rebuild such damage for which Prime Landlord is responsible under the Prime Lease (“Rebuild Estimate”) exceeds fifteen (15) months after the date of such damage or destruction, or such damage occurs during the last fifteen (15) months of the Term; or (2) the rebuild is not completed and possession of the Premises is not delivered by Prime Landlord to Subtenant by the date first estimated by Prime Landlord in the Rebuild Estimate, subject to any delays excusable under the Prime Lease (i.e., due to adjustment of insurance, labor trouble, governmental controls, acts of God, or any other reason beyond Prime Landlord’s reasonable control); and (3) such damage or destruction involves a substantial part of the Premises (i.e. an amount, not in any event less than fifty percent (50%) of the rentable area of the Premises, such that Subtenant cannot reasonably be expected to conduct its business as contemplated hereby in the balance of the Premises), then, Subtenant may terminate this Sublease by notice to Sublandlord (“Subtenant’s Termination Notice”). In order to be effective, Subtenant’s Termination Notice must be given within thirty (30) days after the first to occur of (ii)(1) or (ii)(2) above, as applicable, and such termination shall be effective upon the giving of Subtenant’s Termination Notice. Subtenant’s failure to provide the Subtenant’s Termination Notice wit...

Damage or Condemnation. In the event of loss or damage to the Property to more than twenty percent (20%) of the Property as a result of fire or another casualty (which definition for purposes of this Agreement does not include vandalism, theft and break-ins), or any portion thereof, or condemnation, this Agreement shall remain in full force and effect and subject to the other provisions contained herein, and Seller, at its option in its sole reasonable discretion, may (a) elect to perform any necessary repairs to the Property prior to Closing, or (b) offer the Purchaser a reduction in the Purchase Price, or (c) if in the event of a condemnation, assign to Purchaser, Seller's rights to receive any awards that may be made for such taking. In the event that ▇▇▇▇▇▇ performs repairs upon the Property, Seller shall use reasonable efforts to complete such repairs promptly and the date of Closing shall be extended a reasonable time in order to allow for the completion of such repairs. In the event that Purchaser does not agree to accept the offered reduction in the Purchase Price or condemnation amount, Purchaser’s sole remedy shall be to terminate the Agreement and have the ▇▇▇▇▇▇▇ Money minus the costs for a title commitment returned. In the event that the damage is less than twenty percent (20%) of the Property, Purchaser shall be obligated to close. Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser. Purchaser may waive any of the provisions of this paragraph and close on the purchase of the Property on the date of Closing.