Common use of Risk of Loss/Condemnation Clause in Contracts

Risk of Loss/Condemnation. (a) Seller shall bear the risk of loss of, and all obligations, if any, to insure, the Acquired Assets prior to the Closing, and such risk of loss and obligation to insure with respect to the Acquired Assets shall transfer, with the Acquired Assets, from Seller to Holdco at the Closing. If any such loss or damage is so substantial as to prevent the operation of any material portion of the Acquired Assets or Cable Modem Business or the replacement or restoration of the lost or damaged property within 45 days after the occurrence of the event resulting in such loss or damage, Seller will promptly notify Holdco of that fact and Holdco, at any time within 10 days after receipt of such notice, may elect by written notice to Seller to either (i) waive such defect or (ii) terminate this Agreement pursuant to Article X hereof. If Holdco elects to so terminate this Agreement, Holdco and Seller will be discharged of any and all obligations hereunder, subject to Article X hereof. If, on the other hand, Holdco elects to waive such defect notwithstanding such loss or damage, there will be no adjustment to the Purchase Price on account of such loss or damage, but upon the consummation of the transactions contemplated by this Agreement, all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (other than insurance proceeds in respect of "business interruption" damages based upon lost profits or business opportunities) will be delivered by Seller to Holdco, or the rights to such proceeds will be assigned by Seller to Holdco if not yet paid over to Seller.

Risk of Loss/Condemnation. (a) Seller shall bear If the risk of loss of, and all obligations, if any, to insure, the Acquired Assets Improvements are damaged or destroyed prior to the Closing, and such risk of loss and obligation to insure with respect to the Acquired Assets shall transferthen, with the Acquired Assets, from Seller to Holdco at the Closing. If any such loss or damage is so substantial as to prevent the operation of any material portion of the Acquired Assets or Cable Modem Business or the replacement or restoration of the lost or damaged property within 45 days after the occurrence of the event resulting in such loss or damage, Seller will promptly notify Holdco of that fact and Holdco, at any time within 10 days after receipt of such notice, may elect by delivering written notice to Seller within five (5) business days after Purchaser’s receipt of Seller’s written notice of such damage or destruction and Seller’s reasonable estimate of the costs of repair, which notice Seller shall provide as soon as possible after a fire or other casualty and in event not later than ten (10) days thereafter, Purchaser may elect to either (i) waive such defect or (ii1) terminate this Agreement pursuant in accordance with Section 3(a)(5), or (2) elect to Article X hereof. If Holdco elects continue this Agreement in full force and effect, in which case Seller shall (i) assign to Purchaser at Closing any and all proceeds and claims under any applicable insurance coverage, and (ii) afford Purchaser a credit at Closing for any applicable insurance deductible, and Purchaser shall take title to the Property subject to such damage and destruction; provided, however, that in the event the cost to repair any such damage or destruction is reasonably estimated by Seller to be less than One Million Five Hundred Dollars ($1,500,000.00), then so long as Seller is not otherwise in breach or default of this Agreement, Purchaser shall have no right to terminate this Agreement, Holdco and Seller will be discharged of shall assign to Purchaser at Closing any and all obligations hereunderproceeds and claims under any applicable insurance coverage and afford Purchaser a credit at Closing for any applicable insurance deductible, and Purchaser shall take title to the Property subject to Article X hereofsuch damage and destruction. IfIf Purchaser fails to deliver written notice to Seller of Purchaser’s election within the time period specified in this Section, on the other hand, Holdco elects Purchaser shall be deemed to waive such defect notwithstanding such loss or damage, there will be no adjustment to the Purchase Price on account of such loss or damage, but upon the consummation of the transactions contemplated by this Agreement, all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage have elected alternative (other than insurance proceeds in respect of "business interruption" damages based upon lost profits or business opportunities2) will be delivered by Seller to Holdco, or the rights to such proceeds will be assigned by Seller to Holdco if not yet paid over to Sellerabove.

Risk of Loss/Condemnation. (a) Seller shall bear the The risk of loss ofin the event of a casualty shall rest exclusively with Seller until the Closing. Thereafter, Purchaser will assume the full risk of loss on and all obligations, if any, after the Closing. In the event of damage to insure, any of the Acquired Assets Property due to a casualty prior to the Closing, and such risk Closing for which the cost of loss and obligation to insure with respect to the Acquired Assets shall transfer, with the Acquired Assets, from Seller to Holdco at the Closing. If any such loss repair equals or damage is so substantial as to prevent the operation of any material portion exceeds 10% of the Acquired Assets Purchase Price, either Purchaser or Cable Modem Business or the replacement or restoration of the lost or damaged property within 45 days after the occurrence of the event resulting in such loss or damage, Seller will promptly notify Holdco of that fact and Holdco, at any time within 10 days after receipt of such notice, may elect by written notice to Seller to either (i) waive such defect or (ii) terminate this Agreement pursuant within 10 business days of such casualty, in which case the Escrow Agent shall return the Exxxxxx Money to Article X hereofPurchaser, this Agreement shall immediately terminate and be deemed null and void, and neither party shall have any rights or obligations hereunder except for the obligations which are expressly stated herein to survive the Closing or termination of this Agreement. If Holdco elects to so terminate such damage is less than said 10% amount, or if such damage exceeds such 10% amount and this AgreementAgreement is not terminated as herein provided, Holdco Purchaser and Seller will be discharged of any and all obligations hereundershall close the transaction contemplated herein, subject to Article X hereofIN WHICH EVENT PURCHASER’S SOLE RECOURSE SHALL BE TO RECEIVE ANY AND ALL INSURANCE PROCEEDS ATTRIBUTABLE TO SUCH CASUALTY LOSS AFFECTING THE PROPERTY THAT ARE ACTUALLY PAID BY SELLER’S PROPERTY CASUALTY INSURANCE CARRIER(S). IfFOR PURPOSES OF THIS SECTION 29, on the other handINSURANCE PROCEEDS DO NOT AND SHALL NOT BE CONSTRUED TO INCLUDE ANY DEDUCTIBLES, Holdco elects to waive such defect notwithstanding such loss or damage, there will be no adjustment to the Purchase Price on account of such loss or damage, but upon the consummation of the transactions contemplated by this Agreement, all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (other than insurance proceeds in respect of "business interruption" damages based upon lost profits or business opportunitiesDEPRECIATION OR OTHER SUM WITHHELD BY SELLER’S INSURANCE CARRIER(S) will be delivered by Seller to Holdco, or the rights to such proceeds will be assigned by Seller to Holdco if not yet paid over to SellerFOR ANY REASON.

Risk of Loss/Condemnation. (a) Seller shall 12.18.1 Sellers will bear the risk of any loss ofor damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all obligations, if any, to insure, the Acquired Assets times prior to the Closing, and such risk of loss and obligation to insure with respect to the Acquired Assets shall transfer, with the Acquired Assets, from Seller to Holdco at the Closing. If any such loss or damage is sufficiently substantial so substantial as to preclude or prevent the operation resumption of normal operations of any material portion of the Acquired Assets or Cable Modem Business a System or the replacement or restoration of the lost or damaged property within 45 20 days after from the occurrence of the event resulting in such loss or damage, Seller Sellers will promptly immediately notify Holdco Buyer in writing of that fact and HoldcoBuyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller to Sellers either (i) to waive such defect and proceed toward consummation of the transaction in accordance with terms of this Agreement or (ii) terminate this Agreement pursuant to Article X hereofAgreement. If Holdco Buyer elects to so terminate this Agreement, Holdco Buyer and Seller will be stand fully released and discharged of any and all obligations hereunder, subject under this Agreement except as set forth in the second sentence of Section 10.2 in regard to Article X hereofremedies related to circumstances other than those described in this Section 12.18. If, on the other hand, Holdco If Buyer elects to waive such defect consummate the transactions contemplated by this Agreement notwithstanding such loss or damagedamage and does so, there will be no adjustment in the consideration payable to the Purchase Price Sellers on account of such loss or damage, damage but upon the consummation of the transactions contemplated by this Agreement, all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (other than insurance proceeds in respect of "business interruption" damages based upon to the extent not used to replace or restore such lost profits or business opportunitiesdamaged property) will be delivered by Seller Sellers to HoldcoBuyer, or the rights to such proceeds will be assigned by Seller Sellers to Holdco Buyer if not yet paid over to SellerSellers, and Sellers will pay to Buyer (or Buyer may withhold from the Base Purchase Price) an amount equal to the difference between the amount of such insurance proceeds and the full replacement cost of the damaged or lost Assets.

Risk of Loss/Condemnation. (a) Seller shall will bear the risk of any loss ofor damage to the Assets resulting from fire, theft or other casualty (except reasonable wear and tear) at all obligations, if any, to insure, the Acquired Assets times prior to the Closing, and such risk of loss and obligation to insure with respect to the Acquired Assets shall transfer, with the Acquired Assets, from Seller to Holdco at the Closing. If any such loss or damage is so substantial as to prevent the normal operation of any material portion of the Acquired Assets or Cable Modem Business a System or the replacement or restoration of the lost or damaged property within 45 20 days after the occurrence of the event resulting in such loss or damage, Seller will promptly immediately notify Holdco Buyer of that fact and HoldcoBuyer, at any time within 10 days after receipt of such notice, may elect by written notice to Seller to either (ia) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with terms of this Agreement or (iib) terminate this Agreement pursuant to Article X hereofAgreement. If Holdco Buyer elects so to so terminate this Agreement, Holdco Buyer and Seller will be discharged of any and all obligations hereunder, subject to Article X hereof. If, on the other hand, Holdco If Buyer elects to waive such defect consummate the transactions contemplated by this Agreement notwithstanding such loss or damagedamage and does so, there will be no adjustment in the consideration payable to the Purchase Price Seller on account of such loss or damage, damage but upon the consummation of the transactions contemplated by this Agreement, all insurance proceeds payable as a result of the occurrence of the event resulting in such loss or damage (other than insurance proceeds in respect of "business interruption" damages based upon lost profits or business opportunities) will be delivered by Seller to HoldcoBuyer, or the rights to such proceeds will be assigned by Seller to Holdco Buyer if not yet paid over to Seller, and Seller will pay to Buyer (or Buyer may withhold from the Base Purchase Price) an amount equal to the difference between the amount of such insurance proceeds and the mutually agreed upon cost to return the damaged or lost Assets to the condition immediately preceding such loss or damage.