Common use of Proceeds and Awards Clause in Contracts

Proceeds and Awards. In the event of any loss described in Section 15.1(b), Seller shall either (i) at the Closing pay to Buyer all sums paid to Seller by reason of such destruction less any costs and expenses incurred by Seller in collecting same, or (ii) commit, use, or apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, all of the right, title and interest of Seller in and to any claims against third parties with respect to the event or circumstance causing such loss and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller's option, delivered to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer that Seller shall incur no liability or expense as a result of such commitment. Notwithstanding anything to the contrary in this Section 15.2, Seller shall not be obligated to carry or maintain, and shall have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets, except as required by Section 8.1(b).

Proceeds and Awards. In the event of any loss described in Section 15.1(b16.1(b), Seller shall either (i) at the Closing pay to Buyer all sums paid to Seller by reason of such destruction less any costs and expenses incurred by Seller in collecting same, or (ii) commit, use, or apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, all of the right, title and interest of Seller in and to any claims against third parties with respect to the event or circumstance causing such loss and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller's option, delivered to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer that Seller shall incur no liability or expense as a result of such commitment. Notwithstanding anything to the contrary in this Section 15.216.2, Seller shall not be obligated to carry or maintain, and shall have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets, except as required by Section 8.1(b9.1 (b).

Proceeds and Awards. In the event of any loss described in Section 15.1(b)15.1, at the election of Buyer Seller shall either (i) at the Closing pay to Buyer all sums paid to Seller by reason of such destruction less any unreimbursed costs and expenses incurred by Seller in collecting same, or (ii) commit, use, or apply such sums (less any unreimbursed costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any unreimbursed costs and expenses incurred by Seller in collecting same. In addition and to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, all of the right, title and interest of Seller in and to any claims against third parties with respect to the event or circumstance causing such loss and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any unreimbursed costs and expenses incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller's option, delivered to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer that Seller shall incur no liability or expense as a result of such commitment. Notwithstanding anything to the contrary in this Section 15.2, Seller shall not be obligated to carry or maintain, and shall have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets, except as required by Section 8.1(b9.1(b). Notwithstanding the foregoing, in the event the proceeds collected under insurance policies or from third parties is insufficient to reimburse the owner of the damaged portion of the Assets for the value thereof or to permit repair, replacement or restoration thereof and the shortfall for all incidents arising under this provision exceeds $100,000, then Seller shall have the option, to be exercised prior to Closing within its sole discretion, to pay to Buyer or pay for repair, replacement or restoration the amount of the shortfall. If Seller elects not to pay such shortfall, then Buyer shall have the option, to be exercised within its sole discretion, to refuse to purchase that portion of the Assets adversely impacted by such casualty event and, in such case, such portion shall be removed from this transaction and the Purchase Price reduced by the Allocated Value thereof.

Proceeds and Awards. In the event of any loss described in Section 15.1(b)------------------- 8.1, Seller (with Buyer's consent, which shall not be unreasonably withheld) shall either (ia) at the Closing pay assign to Buyer the Partnership all sums of Seller's rights in any insurance proceeds, third party damage payments, condemnation awards or other amounts paid or to Seller be paid by reason of such destruction destruction, less any costs and expenses incurred by Seller in collecting same, or (iib) commitprior to Closing, use, use or have the Partnership apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Operating Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken AssetsIn addition, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and assign to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, Partnership all of the right, title and interest of Seller in and to any claims for loss of or damages to the Operating Asset, that might be asserted against third parties with respect to the event or circumstance causing such loss to and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses previously incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid The Settlement Price shall be paid reduced by Seller for such purposes orthe Casualty Price Adjustment, at Seller's optionif any, delivered attributable to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer casualty losses that Seller shall incur no liability or expense as a result of such commitmentare not fully covered by insurance. Notwithstanding anything to the contrary in this Section 15.28.2, Seller neither Seller, Southeast nor the Partnership shall not be obligated to carry or maintain, and nor shall they have no any obligation or liability to Buyer for its their failure to carry or maintain, maintain any insurance coverage with respect to any of the Operating Assets, except as required by Section 8.1(b)9.2.

Proceeds and Awards. In the event of any loss described in Section 15.1(b)------------------- 8.1, Seller (with Buyer's consent, which shall not be unreasonably withheld) shall either (ia) at the Closing pay assign to Buyer the Partnership all sums of Seller's rights in any insurance proceeds, third party damage payments, condemnation awards or other amounts paid or to Seller be paid by reason of such destruction destruction, less any costs and expenses incurred by Seller in collecting same, or (iib) commitprior to Closing, use, use or have the Partnership apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Operating Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken AssetsIn addition, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and assign to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, Partnership all of the right, title and interest of Seller in and to any claims for loss of or damages to the Operating Asset, that might be asserted against third parties with respect to the event or circumstance causing such loss to and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses previously incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid The Settlement Price shall be paid reduced by Seller for such purposes orthe Casualty Price Adjustment, at Seller's optionif any, delivered attributable to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer casualty losses that Seller shall incur no liability or expense as a result of such commitmentare not fully covered by insurance. Notwithstanding anything to the contrary in this Section 15.28.2, Seller neither Seller, Reserves LLC nor the Partnership shall not be obligated to carry or maintain, and nor shall they have no any obligation or liability to Buyer for its their failure to carry or maintain, maintain any insurance coverage with respect to any of the Operating Assets, except as required by Section 8.1(b)9.2.

Proceeds and Awards. In the event of With reference to any loss described in Section 15.1(b)15.1 above, Seller shall either (i) at the Closing pay to Buyer all sums paid to Seller by reason of such destruction less any costs and expenses incurred by Seller in collecting same, or (ii) commit, use, or apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller Sellers prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller Sellers shall at the Closing pay to Buyer all sums paid to Seller Sellers by reason of such destruction or taking, taking less any costs and expenses incurred by Seller Sellers in collecting same. In addition and to the extent such proceeds, awards or payments have not been committed, used or applied by Seller Sellers in repair, restoration or replacement as aforesaid, Seller Sellers shall assign, transfer and set over unto Buyer, without recourse against SellerSellers, all of the right, title and interest of Seller Sellers in and to any claims against third parties with respect to the event or circumstance causing such loss and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses incurred by Seller Sellers in collecting same. Any such funds which have been committed by Seller Sellers for repair, restoration or replacement as aforesaid shall be paid by Seller Sellers for such purposes or, at Seller's Sellers' option, delivered to Buyer by Sellers for such purposes or, at Sellers' option, delivered to Buyer upon Seller's Sellers' receipt from Buyer of adequate assurance and indemnity from Buyer that Seller Sellers shall incur no liability or expense as a result of such commitment. Notwithstanding anything to the contrary in this Section 15.2, Seller shall not be obligated to carry or maintain, and shall have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets, except as required by Section 8.1(b).

Proceeds and Awards. In the event of any loss described in Section 15.1(b)8.1, Seller (with Buyer's consent, which shall not be unreasonably withheld) shall either (ia) at the Closing pay assign to Buyer the Partnership all sums of Seller's rights in any insurance proceeds, third party damage payments, condemnation awards or other amounts paid or to Seller be paid by reason of such destruction destruction, less any costs and expenses incurred by Seller in collecting same, or (iib) commitprior to Closing, use, use or have the Partnership apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Operating Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken AssetsIn addition, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and assign to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, Partnership all of the right, title and interest of Seller in and to any claims for loss of or damages to the Operating Asset, that might be asserted against third parties with respect to the event or circumstance causing such loss to and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses previously incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid The Settlement Price shall be paid reduced by Seller for such purposes orthe Casualty Price Adjustment, at Seller's optionif any, delivered attributable to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer casualty losses that Seller shall incur no liability or expense as a result of such commitmentare not fully covered by insurance. Notwithstanding anything to the contrary in this Section 15.28.2, Seller neither Seller, Grande nor the Partnership shall not be obligated to carry or maintain, and nor shall they have no any obligation or liability to Buyer for its their failure to carry or maintain, maintain any insurance coverage with respect to any of the Operating Assets, except as required by Section 8.1(b)9.2.

Proceeds and Awards. In the event of any loss described in Section 15.1(b)4.5.b., Seller shall either (i) at the Closing pay to Buyer all sums paid to Seller by reason of such destruction less any costs and expenses incurred by Seller in collecting same, or (ii) commit, use, or apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, all of the right, title and interest of Seller in and to any claims against third parties with respect to the event or circumstance causing such loss and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller's option, delivered to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer that Seller shall incur no liability or expense as a result of such commitment. Notwithstanding anything to the contrary in this Section 15.24.5, Seller shall not be obligated to carry or maintain, and shall have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets, Assets except as required by Section 8.1(b)provided in Sections 9.1(iv) and 9.5.

Proceeds and Awards. In the event of any loss described in Section 15.1(b)------------------- 8.1, Seller (with Buyer's consent, which shall not be unreasonably withheld) shall either (ia) at the Closing pay assign to Buyer the Partnership all sums of Seller's rights in any insurance proceeds, third party damage payments, condemnation awards or other amounts paid or to Seller be paid by reason of such destruction destruction, less any costs and expenses incurred by Seller in collecting same, or (iib) commitprior to Closing, use, use or have the Partnership apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Operating Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken AssetsIn addition, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and assign to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, Partnership all of the right, title and interest of Seller in and to any claims for loss of or damages to the Operating Asset, that might be asserted against third parties with respect to the event or circumstance causing such loss to and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses previously incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid The Settlement Price shall be paid reduced by Seller for such purposes orthe Casualty Price Adjustment, at Seller's optionif any, delivered attributable to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer casualty losses that Seller shall incur no liability or expense as a result of such commitmentare not fully covered by insurance. Notwithstanding anything to the contrary in this Section 15.28.2, Seller neither Seller, the Subsidiaries nor the Partnership shall not be obligated to carry or maintain, and nor shall they have no any obligation or liability to Buyer for its their failure to carry or maintain, maintain any insurance coverage with respect to any of the Operating Assets, except as required by Section 8.1(b)9.2.

Proceeds and Awards. In the event of any loss described in Section 15.1(b)8.1, Seller (with Buyer's consent, which shall not be unreasonably withheld) shall either (ia) at the Closing pay assign to Buyer the Partnership all sums of Seller's rights in any insurance proceeds, third party damage payments, condemnation awards or other amounts paid or to Seller be paid by reason of such destruction destruction, less any costs and expenses incurred by Seller in collecting same, or (iib) commitprior to Closing, use, use or have the Partnership apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Operating Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken AssetsIn addition, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and assign to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, Partnership all of the right, title and interest of Seller in and to any claims for loss of or damages to the Operating Asset, that might be asserted against third parties with respect to the event or circumstance causing such loss to and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses previously incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid The Settlement Price shall be paid reduced by Seller for such purposes orthe Casualty Price Adjustment, at Seller's optionif any, delivered attributable to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer casualty losses that Seller shall incur no liability or expense as a result of such commitmentare not fully covered by insurance. Notwithstanding anything to the contrary in this Section 15.28.2, Seller neither Seller, Reserves LLC nor the Partnership shall not be obligated to carry or maintain, and nor shall they have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets, except as required by Section 8.1(b).obligation

Proceeds and Awards. In the event of any loss described in Section 15.1(b)------------------- 15.1, at the election of Buyer Seller shall either (i) at the Closing pay to Buyer all sums paid to Seller by reason of such destruction less any unreimbursed costs and expenses incurred by Seller in collecting same, or (ii) commit, use, or apply such sums (less any unreimbursed costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken Assets, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any unreimbursed costs and expenses incurred by Seller in collecting same. In addition and to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, all of the right, title and interest of Seller in and to any claims against third parties with respect to the event or circumstance causing such loss and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any unreimbursed costs and expenses incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid shall be paid by Seller for such purposes or, at Seller's option, delivered to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer that Seller shall incur no liability or expense as a result of such commitment. Notwithstanding anything to the contrary in this Section 15.2, Seller shall not be obligated to carry or maintain, and shall have no obligation or liability to Buyer for its failure to carry or maintain, any insurance coverage with respect to any of the Assets, except as required by Section 8.1(b9.1(b). Notwithstanding the foregoing, in the event the proceeds collected under insurance policies or from third parties is insufficient to reimburse the owner of the damaged portion of the Assets for the value thereof or to permit repair, replacement or restoration thereof and the shortfall for all incidents arising under this provision exceeds $100,000, then Seller shall have the option, to be exercised prior to Closing within its sole discretion, to pay to Buyer or pay for repair, replacement or restoration the amount of the shortfall. If Seller elects not to pay such shortfall, then Buyer shall have the option, to be exercised within its sole discretion, to refuse to purchase that portion of the Assets adversely impacted by such casualty event and, in such case, such portion shall be removed from this transaction and the Purchase Price reduced by the Allocated Value thereof.

Proceeds and Awards. In the event of any loss described in Section 15.1(b)8.1, Seller (with Buyer's consent, which shall not be unreasonably withheld) shall either (ia) at the Closing pay assign to Buyer the Partnership all sums of Seller's rights in any insurance proceeds, third party damage payments, condemnation awards or other amounts paid or to Seller be paid by reason of such destruction destruction, less any costs and expenses incurred by Seller in collecting same, or (iib) commitprior to Closing, use, use or have the Partnership apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Operating Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken AssetsIn addition, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and assign to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, Partnership all of the right, title and interest of Seller in and to any claims for loss of or damages to the Operating Asset, that might be asserted against third parties with respect to the event or circumstance causing such loss to and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses previously incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid The Settlement Price shall be paid reduced by Seller for such purposes orthe Casualty Price Adjustment, at Seller's optionif any, delivered attributable to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer casualty losses that Seller shall incur no liability or expense as a result of such commitmentare not fully covered by insurance. Notwithstanding anything to the contrary in this Section 15.28.2, Seller neither Seller, Southeast nor the Partnership shall not be obligated to carry or maintain, and nor shall they have no any obligation or liability to Buyer for its their failure to carry or maintain, maintain any insurance coverage with respect to any of the Operating Assets, except as required by Section 8.1(b)9.2.

Proceeds and Awards. In the event of any loss described in Section 15.1(b)------------------- 8.1, Seller (with Buyer's consent, which shall not be unreasonably withheld) shall either (ia) at the Closing pay assign to Buyer the Partnership all sums of Seller's rights in any insurance proceeds, third party damage payments, condemnation awards or other amounts paid or to Seller be paid by reason of such destruction destruction, less any costs and expenses incurred by Seller in collecting same, or (iib) commitprior to Closing, use, use or have the Partnership apply such sums (less any costs and expenses incurred by Seller in collecting same) to repair, restore or replace such damaged or taken Operating Assets. To the extent the insurance proceeds, condemnation awards or other payments are not committed, used or applied by Seller prior to the Closing Date to repair, restore or replace such damaged or taken AssetsIn addition, Seller shall at the Closing pay to Buyer all sums paid to Seller by reason of such destruction or taking, less any costs and expenses incurred by Seller in collecting same. In addition and assign to the extent such proceeds, awards or payments have not been committed, used or applied by Seller in repair, restoration or replacement as aforesaid, Seller shall assign, transfer and set over unto Buyer, without recourse against Seller, Partnership all of the right, title and interest of Seller in and to any claims for loss of or damages to the Operating Asset, that might be asserted against third parties with respect to the event or circumstance causing such loss to and any unpaid insurance proceeds, condemnation awards or other payments arising out of such destruction or taking, less any costs and expenses previously incurred by Seller in collecting same. Any such funds which have been committed by Seller for repair, restoration or replacement as aforesaid The Settlement Price shall be paid reduced by Seller for such purposes orthe Casualty Price Adjustment, at Seller's optionif any, delivered attributable to Buyer upon Seller's receipt from Buyer of adequate assurance and indemnity from Buyer casualty losses that Seller shall incur no liability or expense as a result of such commitmentare not fully covered by insurance. Notwithstanding anything to the contrary in this Section 15.28.2, Seller neither Seller, Grande nor the Partnership shall not be obligated to carry or maintain, and nor shall they have no any obligation or liability to Buyer for its their failure to carry or maintain, maintain any insurance coverage with respect to any of the Operating Assets, except as required by Section 8.1(b)9.2.