Common use of Repair or Replacement Clause in Contracts

Repair or Replacement. (a) In the event of a Casualty or Taking between the Execution Date and the Closing Date, Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ cost prior to the Closing, in which case Buyers’ obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Assets (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.5. Notwithstanding the foregoing, Sellers’ election in clause (i) of this Section 10.2(a) shall be unavailable and clause (ii) of this Section 10.2(a) shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) days.

Repair or Replacement. (a) 16.2.1 In the event of a Casualty or Taking between the Execution Date and the Closing DateDate affecting the Purchased Assets and Business for which the associated repair or replacement costs as determined by the Sellers in good faith could reasonably be expected to be less than one hundred fifty million dollars ($150,000,000), Sellers shall elect, at their option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Purchased Asset at Sellers’ cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Purchased Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyers Buyer to reflect the cost to repair or replace the affected Assets Purchased Asset as determined by Sellers in good faith (collectively, the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.516.5. Notwithstanding the foregoing, Sellers’ election in clause (i) of this Section 10.2(a) 16.2.1 shall be unavailable and clause (ii) of this Section 10.2(a) 16.2.1 shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty ninety (6090) days.

Repair or Replacement. (a) In the event of a Casualty or Taking between during the Execution Date and Interim Period affecting the Closing Datetangible Assets, Sellers Seller shall elect, at their option, to either elect (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ Seller's cost prior to the Closing, in which case Buyers’ obligation Buyer's Obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or Taking or (ii) to negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers Seller and Buyers Buyer to reflect the cost to repair or replace the affected Assets Assets, as may be mutually agreed to by Buyer and Seller (the “"Repair Costs”"), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.59.5. Notwithstanding the foregoing, Sellers’ Seller's election in clause (i) of this Section 10.2(a9.2(a) shall be unavailable and clause (ii) of this Section 10.2(a9.2(a) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Date for more than sixty forty-five (6045) days.

Repair or Replacement. (a) In the event of a Casualty or Taking between the Execution Date and the Closing Date, Sellers Seller shall elect, at their its option, to either (i) repair or replace or make adequate provision for the repair or replacement of the affected Purchased Asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date (and the Termination Date, if necessary) shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Purchased Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or or (ii) negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers and Buyers to reflect the cost to repair or replace the affected Purchased Assets and the post-Closing loss of net income associated with such business interruption (the such repair or replacement costs and loss of net income, “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.512.05. Notwithstanding the foregoing, Sellers’ Seller’s election in clause (i) of this Section 10.2(a12.02(a) shall be unavailable and clause (ii) of this Section 10.2(a12.02(a) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Termination Date for more than sixty ninety (6090) days.

Repair or Replacement. (a) In the event of a Casualty or Taking between the Execution Date and the Closing DateDate affecting the tangible Assets, Sellers Seller shall elect, at their option, to either elect (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ Buyer’s obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, Taking and/or (ii) to negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers Seller and Buyers Buyer to reflect the cost to repair or replace the affected Assets and the loss of income and associated business interruption caused by customer and commercial disruption, as may be mutually agreed to by Buyer and Seller (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.59.5. Notwithstanding the foregoing, Sellers’ the Seller’s election in clause (i) of this Section 10.2(a9.2(a) shall be unavailable and clause (ii) of this Section 10.2(a9.2(a) shall apply if the required repairs or replacements could reasonably be expected to result in an extension of the Closing Date for more than sixty (60) 45 days.

Repair or Replacement. (a) In the event of a Casualty or Taking between during the Execution Date and Interim Period affecting the Closing Datetangible Assets, Sellers Seller shall elect, at their option, to either elect (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ obligation Buyer’s Obligation to effect the Closing shall not be affected, but the Closing Date shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or Taking or (ii) to negotiate with Buyers Buyer to reduce the Purchase Price by an amount agreed to by Sellers Seller and Buyers Buyer to reflect the cost to repair or replace the affected Assets Assets, as may be mutually agreed to by Buyer and Seller (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.59.5. Notwithstanding the foregoing, Sellers’ Seller’s election in clause (i) of this Section 10.2(a9.2(a) shall be unavailable and clause (ii) of this Section 10.2(a9.2(a) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Date for more than sixty forty-five (6045) days.

Repair or Replacement. (ai) In the event of a Casualty or Taking between from the Execution Date and date hereof until the Closing DateClosing, Sellers Seller shall elect, at their option, elect by written notice to either Purchaser given within five (5) Business Days after Seller becomes aware of the occurrence of a Casualty or Taking (i) to repair or replace or make adequate provision for the repair or replacement of the affected Asset asset at Sellers’ Seller’s cost prior to the Closing, in which case Buyers’ Purchaser’s obligation to effect the Closing shall not be affected, but the Closing Date (and the Outside Date) shall be deferred until three (3) Business Days after repairs or replacement have been completed and the affected Asset asset has been restored to performance substantially comparable in all material respects to that prior to the Casualty or Taking, and/or (ii) to negotiate with Buyers Purchaser to reduce the Purchase Base Price by an amount agreed to by Sellers Seller and Buyers Purchaser to reflect the cost to repair or replace the affected Assets assets and the loss of income and associated business interruption caused by customer and commercial disruption, as may be mutually agreed to by Purchaser and Seller (the “Repair Costs”), in which case, in the event of a Repair Cost Dispute, the Closing Date and the Termination Date shall be deferred as provided in Section 10.57.6(e). Notwithstanding the foregoing, Sellers’ Seller’s election in clause (i) of this Section 10.2(a7.6(b)(i) shall be unavailable and clause (ii) of this Section 10.2(a7.6(b)(i) shall apply if the required repairs or replacements could would reasonably be expected to result in an extension of the Closing Outside Date for more than sixty (60) days.