Risk of Loss and Casualty Sample Clauses

Risk of Loss and Casualty. (1) Subject to the terms and conditions of this Agreement, the Purchased Assets shall be at the risk of the Vendor until Closing. Title to, risk of loss of, or damage to any of the Purchased Assets shall pass to the Purchaser at Closing.
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Risk of Loss and Casualty. All risk of loss with respect to the Company and its assets shall remain with the Company until the Closing and, assuming the occurrence of the Closing, shall pass to Purchaser effective as of the Closing Date, subject to the terms and conditions of this Agreement. If, prior to the Closing, any damage to or loss of any of the assets of or premises occupied by the Company occurs due to fire, flood, riot, war, terrorism, theft, act of God or other casualty, or by reason of condemnation, and if Purchaser does not elect, or is not permitted under the terms of this Agreement to elect, to terminate this Agreement, the Merger shall be reduced by an amount equal to the sum of the reasonably estimated total cost necessary to repair or replace the damage or loss plus the reasonably estimated amount of lost profits that Purchaser will incur by reason of such damage or loss, net of reasonably estimated insurance recoveries. The adjustments in accordance with this Section 6.5 are the exclusive adjustments to be made by reason of such occurrence for purposes of this Agreement.
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Risk of Loss and Casualty. All risk of loss with respect to the Purchased Assets shall remain with Sellers until the Effective Time and, assuming the occurrence of the Closing, shall pass to Purchasers immediately following the Effective Time, subject to the terms and conditions of this Agreement. If, prior to the Effective Time, any material damage to or loss of any of the Purchased Assets occurs due to fire, flood, riot, war, terrorism, theft, act of God or other casualty, or by reason of condemnation ("Casualty Event"), Sellers shall be required to provide Purchasers with prompt written notice of such Casualty Event and Purchasers may elect, within ten (10) Business Days of receipt of such notice, to either (i) terminate this Agreement if such Casualty Event results in a Material Adverse Change, in which event the parties shall have no further obligations or liabilities under this Agreement; or (ii) to reduce the Purchase Price by an amount equal to the sum of the reasonably estimated total cost necessary to repair or replace the damage or loss plus the reasonably estimated amount of lost profits that Purchasers will incur by reason of such damage or loss. The adjustments in accordance with this Section 7.8 are the exclusive adjustments to the Purchase Price to be made by reason of such occurrence for purposes of this Agreement.
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Risk of Loss and Casualty. The Property shall be held at the risk of Seller until legal title has passed and possession of the Property has been given to Buyer. Seller assumes all risk of loss or damage to the Property by fire or other casualty until the Deed is delivered to Buyer at Closing. If, at any time prior thereto, any portion of the Property is destroyed or damaged as a result of fire or any other cause whatsoever, Seller shall promptly give written notice thereof to Buyer. In the event that (a) the total cost to repair or restore such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds $100,000.00, and/or (b) the estimated time to restore or repair such destruction or damage, as determined by Seller’s insurance claim adjuster, exceeds sixty (60) days from the casualty date, Buyer shall have the right to terminate this Agreement by written notice delivered to Seller within twenty (20) days following the date upon which Buyer receives Seller’s written notice of the destruction or damage and the Xxxxxxx Money Deposit shall be returned to Buyer. If (i) such destruction or damage can be repaired or restored for $100,000.00 or less, and can be repaired in sixty (60) days or less from the casualty date, or (ii) the cost of such repair or restoration shall exceed $100,000.00, and/or the time to complete the repair and restoration of the Property shall exceed sixty (60) days from the casualty date, but Buyer does not elect to so terminate this Agreement within said twenty (20) day period, this Agreement shall remain in full force and effect and the parties shall proceed to Closing, Seller shall assign all insurance proceeds, if any, will be assigned to Buyer and, to the extent such insurance proceeds are insufficient to repair or restore such destruction as determined by Seller’s insurance adjuster, the Purchase Price shall be reduced by such deficiency and the amount any deductible required to be paid by Buyer in connection with such insurance proceeds, if not previously paid by Seller.
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Risk of Loss and Casualty. The Purchased Assets shall be at the risk of the Vendors until Closing. If, before the Closing, all or substantially all of the Purchased Assets are lost, damaged or destroyed or are expropriated or seized by any Governmental Authority or any other Person in accordance with Applicable Law, or if notice of any such expropriation or seizure shall have been given in accordance with Applicable Law (each, a “Casualty”), the Purchaser shall in such circumstances have the option, in its discretion but acting reasonably, exercisable by notice to the Vendors given prior to the Closing Time:
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Risk of Loss and Casualty. If the Premises are damaged or destroyed by fire or other casualty during the Lease Term, Tenant shall give immediate Notice (as that term is defined in Section 22.1) of such damage or destruction to Landlord, and the following provisions shall apply:
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Related to Risk of Loss and Casualty

  • Risk of Loss and Insurance The State shall not be liable to Contractor for any risk of Deliverable loss or damage while Deliverables are in transit, or while in the Client Agency’s possession, except when such loss or damage is due directly to the Client Agency’s negligence or intentional misconduct. Nothing in this Section is intended nor shall it be construed, in any manner, as waiving or compromising the sovereign immunity of the State. The insurance required by this Section shall be written on an occurrence basis as opposed to a “claims made” basis and shall be on such forms, and contain such endorsements and terms, as shall be acceptable to DAS. Before commencing Performance, the Contractor shall obtain and maintain at its own cost and expense for the Term of this Contract, the insurance described below. Contractor shall assume any and all deductibles in the described insurance policies. The Contractor’s insurers shall have no right of recovery or subrogation against the State and the described Contractor’s insurance shall be primary coverage. Any failure to comply with the claim reporting provisions of the policy shall not affect coverage provided to the State.

  • Risk of Loss; Insurance A. Landlord and Tenant shall each be responsible for loss, damage, or injury caused by its own negligence or willful conduct.

  • Insurance; Risk of Loss Seller shall, and shall cause the Companies to, keep insurance policies or self-insured retentions currently maintained for the benefit of the Companies covering their business, assets and current or former employees and the Contributed Assets, as the case may be (the “Insurance Coverage”), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date. From and prior to the Closing Date, Seller agrees to take such actions as may be reasonably necessary not to voluntarily relinquish or terminate policies providing Insurance Coverage if doing so would adversely affect the availability of such Insurance Coverage. The availability of Insurance Coverage with respect to any claim shall be subject in all respects to Seller’s applicable deductibles, retention and similar limits. From and after the Closing Date, the Companies shall be solely responsible for all insurance coverage and related risk of loss based on claims pending as of the Closing Date and claims made after the Closing Date, without regard to when the event giving rise to any such claim occurred, with respect to the Companies and their business, assets and current or former employees. Notwithstanding the immediately preceding sentence, Seller and Buyer agree that all claims with respect to insured events relating to the Business occurring prior to the Closing will be administered in all material respects in accordance with the terms of the Insurance Coverage. Seller will use its reasonable best efforts to provide Buyer with the benefit of the Insurance Coverage with respect to such claims to the extent Losses occurring prior to the Closing related to the Business are covered notwithstanding the consummation of the Contemplated Transactions; provided that (a) such recovery will be net of any deductibles or self-insured retention amounts, costs of any retroactive insurance premiums or other amounts paid or expenses incurred in connection with any insured claims made after the Closing under the Insurance Coverage and (b) Seller shall have no obligation to Buyer or any Company hereunder to prioritize Company claims over other claims of Seller or any of its Affiliates. In the event of any failure by any insurer to satisfy any claim, Seller and its Affiliates shall have no liability or obligation to Buyer pursuant to this Section 8.5; provided, that the foregoing shall not preclude any liability of Seller for any breach by Seller of this Section 8.5. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information relating to the Companies in order to make filings with insurance carriers or regulators from another party hereto, such other party shall promptly supply such information. Notwithstanding anything to the contrary in this Section 8.5, nothing in this Section 8.5 shall require Seller or any of its Affiliates to expend money (other than customary legal advisor costs), commence or participate in any Proceeding or offer or grant any accommodation or concession (financial or otherwise) to any third party.

  • Risk of Loss/Condemnation Upon an occurrence of a casualty, condemnation or taking with respect to any Property, Seller shall notify Buyer in writing of same. Until Closing, the risk of loss or damage to the Property, except as otherwise expressly provided herein, shall be borne by Seller. In the event all or any portion of any Property is damaged in any casualty or condemned or taken (or notice of any condemnation or taking is issued) so that: (a) Tenant has a right of termination or abatement of rent under the Lease for such Property, or (b) with respect to any casualty, if the cost to repair such casualty would exceed $50,000, or (c) with respect to any condemnation, any Improvements or access to the Property or more than five percent (5%) of the Property is (or will be) condemned or taken, then, Buyer may elect to terminate this Agreement with respect to each such Property by providing written notice of such termination to Seller within ten (10) business days after Buyer’s receipt of notice of such condemnation, taking or damage, upon which termination a proportionate part of the Xxxxxxx Money shall be returned to the Buyer in accordance with the Purchase Price as set forth on Exhibit A1 and neither party hereto shall have any further rights, obligations or liabilities under this Agreement with respect to such Property, except as otherwise expressly set forth herein. With respect to any condemnation or taking (of any notice thereof), if Buyer does not elect to cancel this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the awards, if any, for the condemnation or taking, and Buyer shall be entitled to receive and keep all such awards. With respect to a casualty, if Buyer does not elect to terminate this Agreement with respect to any such Property or does not have the right to terminate this Agreement as aforesaid, there shall be no abatement of the Purchase Price and Seller shall assign to Buyer at the Closing the rights of Seller to the proceeds under Seller’s insurance policies covering such Property with respect to such damage or destruction (or pay to Buyer any such proceeds received prior to Closing) and pay to Buyer the amount of any deductible with respect thereto, and Buyer shall be entitled to receive and keep any monies received from such insurance policies.

  • Insurance and Risk of Loss Borrower will at all times bear all risk of loss of, damage to or destruction of the Collateral. Borrower agrees to immediately procure and maintain insurance on the Collateral for the full insurable value thereof and for the life of this Agreement, containing the same or similar provisions as the insurance policies in place on the Closing Date in the form of "All Risk" or similar insurance (insuring the Collateral for fire, extended coverage, vandalism, theft and collision and containing only those exclusions from coverage which are acceptable to CitiCapital) plus such other insurance as CitiCapital may specify from time to time, all in form and amount and with such insurers satisfactory to CitiCapital. Borrower agrees to deliver promptly to CitiCapital certificates or, if requested, policies of insurance satisfactory to CitiCapital, each with a standard long-form loss-payable endorsement naming CitiCapital or its assigns as loss payee and providing that CitiCapital's rights under such policy will not be invalidated by any act, omission or neglect of anyone other than CitiCapital, and containing the insurer's agreement to give 30 days prior written notice to CitiCapital before any cancellation of or material change in the policy(s) will be effective as to CitiCapital, whether such cancellation or change is at the direction of Borrower or insurer. CitiCapital's acceptance of policies in lesser amounts or risks will not be a waiver of Borrower's obligation to procure insurance complying with the provisions hereof promptly after notice from CitiCapital. Borrower assigns to CitiCapital all proceeds of any physical damage or credit insurance that is maintained by Borrower in accordance herewith, including returned and unearned premiums, up to the amount owing hereunder by Borrower. Borrower directs all insurers to pay such proceeds solely to the order of CitiCapital for application to Borrower's indebtedness to CitiCapital in a manner determined by CitiCapital in its sole discretion.

  • Condemnation and Casualty If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain, or is the subject of a pending taking which has not been consummated, or is destroyed or damaged by fire or other casualty, Seller shall notify Purchaser of such fact promptly after Seller obtains knowledge thereof. If such condemnation or casualty is "Material" (defined below), Purchaser shall have the option to terminate this Agreement upon notice to Seller given not later than fifteen (15) days after receipt of Seller's notice, or the date of the Closing, whichever is earlier. If this Agreement is terminated, the Deposit shall be returned to Purchaser and thereafter neither Seller nor Purchaser shall have any further rights or obligations to the other hereunder except as otherwise provided in this Agreement. If this Agreement is not terminated, Seller shall not be obligated to repair any damage or destruction but: (x) Seller shall assign, without recourse, and turn over to Purchaser all of the insurance proceeds or condemnation proceeds, as applicable, net of any costs of repairs and net of reasonable collection costs (or, if such have not been awarded, all of its right, title and interest therein) payable with respect to such fire or other casualty or condemnation including any rent abatement insurance for such casualty or condemnation; and (y) the parties shall proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price.

  • Risk of Loss or Damage From the point the equipment leaves Company’s office in El Cajon, CA the Customer assumes all risks of loss or damage to the equipment from any cause.

  • Risk of Loss Matters of inspection and acceptance are addressed in section 215.422, F.S. Until acceptance, risk of loss or damage will remain with the Contractor. The Contractor will be responsible for filing, processing, and collecting all damage claims. To assist the Contractor with damage claims, the Customer will: record any evidence of visible damage on all copies of the delivering xxxxxxx’x xxxx of lading; report damages to the carrier and the Contractor; and provide the Contractor with a copy of the xxxxxxx’x xxxx of lading and damage inspection report.

  • FIRE AND CASUALTY DAMAGE A. Landlord agrees to maintain standard fire and extended coverage insurance covering the building of which the premises are a part in an amount not less than 80% (or such greater percentage as may be necessary to comply with the provisions of any co-insurance clauses of the policy) of the "replacement cost" thereof as such term is defined in the Replacement Cost Endorsement to be attached thereto, insuring against the perils of Fire, Lightning and Extended Coverage, such coverages and endorsements to be as defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the State in which the premises are situated for use by insurance companies admitted in such state for the writing of such insurance on risks located within such state. Subject to the provisions of subparagraphs 12(C), 12(D) and 12(E) below, such insurance shall be for the sole benefit of Landlord and under its sole control. If during the second full lease year after the commencement date of this lease, or during any subsequent year of the primary term or any renewal or extension, Landlord's cost of maintaining such insurance shall exceed Landlord's cost of maintaining such insurance for the first full lease year of the term hereof, Tenant agrees to pay to Landlord as additional rental, the amount of such excess (or in the event the premises constitute a portion of a multiple occupancy building. Tenant's full proportionate share [as defined in subparagraph 4(B) above] of such excess). Said payments shall be made to Landlord within ten (10) days after presentation to Tenant of Landlord's statement setting forth the amount due. Any payment to be made pursuant to this subparagraph A with respect to the year in which this lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full year as the part of such year covered by the term of this lease bears to a full year.

  • Fire and Casualty If the Premises are damaged by fire or other serious disaster or accident and the Premises becomes uninhabitable as a result, (a) Tenant may immediately vacate the Premises and terminate this Agreement upon notice to Landlord or (b) Landlord may terminate this Agreement upon notice to Tenant. Tenant will be responsible for any unpaid rent or will receive any prepaid rent up to the day of such fire, disaster or accident. If the Premises are only partially damaged and inhabitable, Landlord may make full repairs and will do so within a prompt and reasonable amount of time. At the discretion of Landlord, the rent may be reduced while the repairs are being made.

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