Major Loss. If (a) the cost to repair any such damage or destruction to the Real Property exceeds Two Million and 00/100 Dollars ($2,000,000.00) or any damage or destruction is not fully covered (except to the extent of Seller’s deductible) by insurance maintained by Seller (and, absent such full coverage, Seller agrees to fund at Closing as a credit to the Purchase Price the amount not covered in excess of the deductible), (b) the loss due to a condemnation (I) exceeds Two Million and 00/100 Dollars ($2,000,000.00), (II) affects access to the Real Property or (III) otherwise materially impairs Buyer’s intended use of the Real Property (as reasonably determined by Buyer), then Buyer may, at its option to be exercised within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the threat or commencement of condemnation proceedings (and the Closing Date shall be extended as necessary to allow Buyer the full ten (10) business day period), either (a) terminate this Agreement by giving written notice to Seller within such ten (10) business day period, or (b) consummate the purchase of the Property for the full Purchase Price as required by the terms hereof. If Buyer so terminates this Agreement, then the Deposit paid by Buyer shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except those rights and obligations which survive termination of this Agreement. If Buyer elects to proceed with the purchase or fails to give Seller notice within the above-referenced ten (10) day period of Buyer’s termination of this Agreement, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds and with the Seller also crediting against the Purchase Price at Closing any deductible applicable to such damage, or condemnation awards actually collected by and paid to Seller as a result of any such damage or destruction or condemnation under any policy of insurance carried by Seller with respect to such loss, less any sums expended toward the restoration or repair of the Real Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer less any sums needed to reimburse Seller for sums actually expended to repair or restore the Real Property and in the case of damage, Buyer shall receive a credit against the Purchase Price in the amount of any deductible applicable...
Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement as to the damaged or condemned Property (in which event the Consideration payable hereunder shall be reduced by the fair market value or previously agreed Consideration allocable to such Property, or (ii) consummate the acquisition of the Property for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the Property, then the Closing shall be postponed to the later of the Closing Date or the date which is five (5) days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement as to the damaged or condemned Property. If the Agreement is not terminated, nothing herein shall limit any of the Buyer’s repair obligations under the Leases.
Major Loss. Any damage or destruction to, or condemnation of, any Real Property as to which the cost to repair, or the value of the portion taken, as the case may be, exceeds Four Hundred Thousand and No/100ths Dollars ($400,000.00).
Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards.
Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds $500,000, then Buyer may at its option, to be exercised by written notice to Seller within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, terminate this Agreement. Buyer’s failure to elect to terminate this Agreement within said ten (10) business day period shall be deemed an election by Buyer to consummate this purchase and sale transaction. If Buyer elects to terminate this Agreement within such ten (10) business day period, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as expressly provided elsewhere in this Agreement. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds (other than business interruption or rental loss insurance applicable to the period prior to Closing) or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller directly toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds (including business interruption or rental loss insurance of Seller which would be applicable to any period subsequent to Closing) or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the Property, without a reduction to the Purchase Price.
Major Loss. If, after the occurrence of a Major Loss, ---------- Section 3.10(c) of the Operating Agreement is applicable, Purchaser and the --------------- Partnership shall amend this Agreement to take into account the repairs made pursuant to such Section 3.10(c) and their effects on the provisions of this -------------- Agreement. Such amendments shall be commercially reasonable as between the Partnership and Purchaser.
Major Loss. If there shall occur damage or destruction to the Property that materially impairs or materially interferes with the continuing operation of the casino business conducted at the Property (a “Major Loss”), then Buyer or Seller may, upon written notice to the other party, elect to delay the Closing for sixty (60) days from the date of such Major Loss. During such sixty (60) day period, either Buyer or Seller may terminate this Agreement, such termination to be effective upon written notice to the other party. If either Buyer or Seller elects to terminate this Agreement by delivering written notice thereof as provided in this Section 10.2(a), then this Agreement shall terminate, the Deposit shall be immediately returned to Buyer, and the parties shall not have any further rights or obligations hereunder, except as provided in Section 8.4. If neither party gives a termination notice within the time period required by this Section 10.2 (a), then this Agreement shall not terminate, and Seller shall promptly commence the repair of the Property to the condition that existed immediately prior to the Major Loss, reasonably wear and tear excepted, and, if Seller shall not have returned the Property to such condition as of the Closing Date, Seller shall pay to Buyer at Closing an amount equal to the remaining cost to return the Property to the condition that existed immediately prior to such Major Loss and shall remit to Buyer the amount of any business interruption insurance proceeds (but only to the extent attributable to the period from and after Closing) actually collected by Seller as a result of such Major Loss.
Major Loss. If a Significant Portion of any Property is damaged or destroyed or condemned (a "Major Loss"), then within 20 days after receipt of notice of the Major Loss, Purchaser must give notice to Seller of its intention to close the transaction in accordance with Section 8.2 as if a Major Loss had not occurred and receive the benefits of Section 8.2 or to drop any or all of the Properties affected by the Major Loss. In no event will Seller be obligated to repair or restore such damage or destruction or condemnation.
Major Loss. If a Major Loss with respect to the USG Oregon Project or USG Oregon Site occurs, the Issuer shall, within ten Business Days following the date on which the Issuer receives the Loss Proceeds with respect thereto, repay the outstanding principal amount of the Notes (together with accrued and unpaid interest thereon to the date of such prepayment, but without any Make-Whole Amount) and all other outstanding Obligations. If a Major Loss with respect to the Raft River Project or the Raft River Site occurs, the Issuer shall, within ten Business Days following the date on which the Issuer receives the Loss Proceeds with respect thereto, repay the Notes in an aggregate principal amount equal to 15% of the aggregate outstanding principal amount of the Notes (together with accrued and unpaid interest thereon to the date of such prepayment, but without any Make-Whole Amount). If the Issuer is required to prepay the Notes pursuant to clauses (i) or (ii) above, the Issuer shall give written notice thereof to each holder. Such notice shall (w) describe the facts and circumstances giving rise to such mandatory prepayment, (x) refer to this Section 8.1(b) , (y) specify the date of repayment, which date shall be on or before the date such prepayment is required to be made as specified in clauses (i) or (ii) above, as applicable, and (z) identify the pro rata portion of the Notes held by such holder to be prepaid (in the case of a prepayment pursuant to clause (i) or the second sentence of clause (ii)), which pro rata portion shall be calculated by multiplying the aggregate amount required to be applied to the prepayment of the Notes as provided in clause (i) above by a fraction the numerator of which is the aggregate principal amount of the Notes held by such holder and the denominator of which the aggregate principal amount of all outstanding Notes (in each case calculated immediately prior to giving effect to such prepayment). On the date of prepayment, the pro rata portion of the principal amount of the Notes held by each holder of Notes, together with interest accrued thereon to such prepayment date, shall become due and payable on such date.
Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds ten percent (10%) of the Purchase Price on an aggregate basis or on an individual Golf Club basis twenty percent (20%) of the portion of the Purchase Price allocated to the affected Golf Club as shown on Schedule 11.2.2 attached hereto, then Buyer may at its option, to be exercised by written notice to Seller within ten (10) business days of Seller’s notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, terminate this Agreement. Buyer’s failure to elect to terminate this Agreement within said ten business day period shall be deemed an election by Buyer to consummate this purchase and sale transaction. If Buyer elects to terminate this Agreement within such ten business day period, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 4.5, 4.6, 4.7, 10.7 and 11.11. If Buyer elects or is deemed to have elected to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then (i) such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums paid to third parties prior to the Closing to repair or restore the Property or for sums reasonably paid to third parties to collect any such proceeds or awards, and (ii) the Purchase Price shall be credited by the amount of any applicable finance deductible.
