Common use of Risk of Loss/Condemnation Clause in Contracts

Risk of Loss/Condemnation. (a) Seller will bear the risk of any loss or damage to the Assets resulting from fire, theft or other casualty at all times prior to the Closing. If any such loss or damage is so substantial as to prevent normal operation of any portion of the Systems within five days after the occurrence of the event resulting in such loss or damage, Seller shall immediately notify Buyer of that fact and Buyer, at any time within ten days after receipt of such notice, may elect by written notice to Seller either (i) to waive such defect and proceed toward consummation of the acquisition of the Assets in accordance with this Agreement or (ii) to terminate this Agreement. If Buyer elects to consummate the acquisition of the Assets notwithstanding such loss or damage and does so, at Buyer's election (i) there will be an adjustment in the aggregate consideration to be paid for the Assets under Article II on account of such loss or damage and Seller shall be entitled to all insurance proceeds paid as a result of such loss or damage or (ii) all insurance proceeds paid or payable as a result of the occurrence of the event causing such loss or damage will be delivered by Seller to Buyer at the Closing or the rights to such proceeds will be assigned by Seller to Buyer at the Closing if not yet paid over to Seller.