Risk of Loss; Damage to Facilities Sample Clauses

Risk of Loss; Damage to Facilities. (a) The risk of loss or damage to the Purchased Assets shall be on the Equity Entities prior to the Closing and thereafter shall be on Buyer. If any material portion of the Purchased Assets is destroyed or damaged on or prior to the Closing (the “Damaged Assets”), the Equity Entities shall give written notice to Buyer as soon as practicable thereafter, but in any event within five (5) calendar days of discovery of such damage or destruction. Such written notice shall include a specification of the amount of insurance, if any, covering such Damaged Assets and the amount, if any, which the Equity Entities are otherwise entitled to receive as a consequence of such damage or destruction. Prior to the Closing, Buyer shall have the option, which shall be exercised by written notice to the Equity Entities within twenty (20) calendar days after receipt of the Equity Entities’ notice (or if there are not twenty (20) calendar days prior to the Closing Date, as soon as practicable prior to the Closing Date) of (a) accepting the Damaged Assets in their destroyed or damaged condition, in which event Buyer shall be entitled to the proceeds of any insurance or other proceeds payable with respect to the Damaged Assets, or the cash equivalent thereof, and to indemnification for any uninsured portion of such loss pursuant to Section 9.1, and the full Purchase Price shall be paid for the Purchased Assets including the Damaged Assets, (b) excluding the Damaged Assets from this Agreement, in which event the Purchase Price shall be reduced by the amount allocated the Damaged Assets as mutually agreed between the parties, (c) terminating this Agreement, or (d) requiring the Equity Entities to use their insurance proceeds to repair or replace the Damaged Assets; provided, however, that if such repair or replacement cannot be completed prior to the scheduled Closing Date, the Buyer may elect to postpone the Closing Date for such time as is necessary for the completion of such repair or replacement without regard to the date specified in Section 10.1(a)(viii). In the event that the Closing Date is postponed pursuant to this Section 11.12 beyond the date specified in Section 10.1(a)(viii), the parties shall amend the Transfer Application to request an extension of the date of Closing.
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Risk of Loss; Damage to Facilities. (a) Risk of Loss. Subject to the TBA, the risk of loss or damage to the Purchased Assets shall be on the Emmis ------------ Entities prior to the Closing Date and thereafter shall be on Buyer. Notwithstanding anything in this Agreement to the contrary, including, without limitation, Section 9.1, if any of the Purchased Assets is damaged or destroyed prior to the ----------- Closing Date (any such event being referred to as an “Event of Loss”) and such Event of Loss shall materially affect the operations of the Station, and repair or replacement cannot be accomplished by the scheduled Closing Date, but can be accomplished within sixty (60) days after that date, the Emmis Entities may postpone the Closing Date for that 60-day period in order to undertake such repair or replacement; if, however, the repair or replacement cannot be accomplished within that 60-day period, Buyer may elect by written notice to the Emmis Entities within twenty (20) days after Buyer has received notice that any Event of Loss has occurred:
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Risk of Loss; Damage to Facilities. (a) The risk of loss or damage to the Purchased Assets shall be on the SBS Entities prior to the Closing and thereafter shall be on Buyer.
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Risk of Loss; Damage to Facilities. The risk of loss or damage to ---------------------------------- any of the Metroplex Assets shall be on Metroplex prior to the Closing Date and thereafter shall be on Texas Sub. If any of the Metroplex Assets is damaged or destroyed prior to the Closing Date (any such event being referred to as an "Event of Loss"), Metroplex, as the case may be, at its expense, shall use reasonable efforts to replace or repair the item with comparable property of like value and quality as soon as practicable before the Closing Date. If any Event of Loss shall materially affect the operations of the Metroplex Business or the repair or replacement cannot be accomplished by the scheduled Closing Date but can be accomplished within 60 days after that date, the Closing Date shall be postponed for that 60-day period; if, however, the repair or replacement cannot be accomplished within that 60-day period, the unaffected party may elect by written notice to the affected party within 20 days after the unaffected party has received notice that any Event of Loss has occurred:
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Risk of Loss; Damage to Facilities. The risk of loss or damage to the Purchased Assets shall be on the ---------------------------------- Emmis Entities prior to the Closing Date and thereafter shall be on Buyer. Notwithstanding anything in this Agreement to the contrary, if any of the Purchased Assets is damaged or destroyed prior to the Closing Date (any such event being referred to as an “Event of Loss”) and such Event of Loss shall materially affect the operations of the Station, and repair or replacement cannot be accomplished by the scheduled Closing Date but can be accomplished within 60 days after that date, the Emmis Entities may postpone the Closing Date for that 60-day period in order to undertake such repair or replacement; if, however, the repair or replacement cannot be accomplished within that 60-day period, Buyer may elect by written notice to Emmis Radio within 20 days after Buyer has received notice that any Event of Loss has occurred:
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Risk of Loss; Damage to Facilities 
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Related to Risk of Loss; Damage to Facilities

  • Partial Damage to Property (a) Tenant shall notify Landlord in writing immediately upon the occurrence of any damage to the Property. If the Property is only partially damaged (i.e., less than fifty percent (50%) of the Property is untenantable as a result of such damage or less than fifty percent (50%) of Tenant's operations are materially impaired) and if the proceeds received by Landlord from the insurance policies described in Paragraph 4.04(b) are sufficient to pay for the necessary repairs, this Lease shall remain in effect and Landlord shall repair the damage as soon as reasonably possible. Landlord may elect (but is not required) to repair any damage to Tenant's fixtures, equipment, or improvements.

  • DAMAGE TO PROPERTY intentional wrongful damage to the business or property of NewMil Bancorp or Subsidiary(ies), which, in NewMil Bancorp’s sole judgment, causes material harm to NewMil Bancorp or Subsidiary(ies), or

  • Casualty Damage If the Premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give prompt written notice thereof to Landlord. In case the Building shall be so damaged that, in Landlord's good faith estimation, the time required to repair and reconstruct the Building shall exceed one hundred eighty (180) days from the date of the casualty (whether or not the Premises shall have been damaged by such casualty), or in the event any mortgagee of Landlord's should require that the insurance proceeds payable as a result of a casualty be applied to the payment of the mortgage debt, or in the event of any material loss to the Building that would not be covered by fire and extended coverage insurance commonly carried for commercial properties such as the Building, Landlord may, at its option, terminate this Lease by notifying Tenant in writing of such termination within sixty (60) days of the date of the casualty. If Landlord does not thus elect to terminate this Lease, Landlord shall commence and proceed with reasonable diligence to restore the Building to substantially the same condition in which it was immediately prior to the happening of the casualty, except that Landlord shall not be required to spend for such work an amount in excess of the insurance proceeds actually received by Landlord as a result of the casualty. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from such damage or the repair thereof, except that, subject to the provisions of the next sentence, Landlord shall allow Tenant a proportional diminution of rent during the time and to the extent the Premises are unfit for occupancy. If the Premises or any other portion of the Building be damaged by fire or other casualty resulting from the fault or negligence of Tenant or any of Tenant's agents, employees, or invitees, the rent hereunder shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds.

  • Partial Damage or Destruction If, during the Term, any Property shall be totally or partially destroyed but the Facility is not rendered Unsuitable for Its Permitted Use, Tenant shall, subject to Section 10.2.3, promptly restore such Facility as provided in Section 10.2.4.

  • Insurance; Damage to or Destruction of Collateral (a) The Credit Parties shall, at their sole cost and expense, maintain the policies of insurance described on Disclosure Schedule (3.18) as in effect on the date hereof or otherwise in form and amounts and with insurers reasonably acceptable to Agent. Such policies of insurance (or the loss payable and additional insured endorsements delivered to Agent) shall contain provisions pursuant to which the insurer agrees to provide 30 days prior written notice to Agent in the event of any non-renewal, cancellation or amendment of any such insurance policy. If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay all premiums relating thereto, Agent may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and take any other action with respect thereto that Agent deems advisable. Agent shall have no obligation to obtain insurance for any Credit Party or pay any premiums therefor. By doing so, Agent shall not be deemed to have waived any Default or Event of Default arising from any Credit Party's failure to maintain such insurance or pay any premiums therefor. All sums so disbursed, including reasonable attorneys' fees, court costs and other charges related thereto, shall be payable on demand by Borrower to Agent and shall be additional Obligations hereunder secured by the Collateral.

  • DESTRUCTION OR DAMAGE In the event any of the Property is damaged or destroyed prior to the Closing Date, Seller shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any such damage or destruction: (i) (a) is an insured casualty and (b) would cost less than an amount equal to ten percent (10%) of the Purchase Price to repair or restore, and (ii) does not result in a termination of the Lease, then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. The cost of repair shall be determined by an architect and contractor selected by Seller and reasonably approved by Buyer. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy less all costs and expenses, including reasonable attorneys' fees and costs, incurred by Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer ("REALIZATION Costs"), and Seller shall assign to Buyer all of Seller's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event the Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed an amount equal to ten percent (10%) of the Purchase Price, or the casualty is an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, at its election, to terminate this Agreement. Buyer shall have ten (10) days after Seller notifies Buyer of the cost of repairing the damage to make such election by delivery to Seller of a written election notice ("ELECTION NOTICE") and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such ten (10) day period shall be deemed an election to terminate this Agreement. Notwithstanding anything contained in Section 7.1(d) to the contrary, any termination by Buyer under this Section 11.2 shall not result in a termination of Buyer's right to acquire any remaining Portfolio Properties under the Portfolio Agreements. In the event Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall remain in full force and effect, Seller shall assign to Buyer all of Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, and, if the casualty was an insured casualty, Buyer shall receive a credit against the Purchase Price equal to the deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

  • LOSS OR DAMAGE Lessee hereby assumes and shall bear the entire risk of any loss, theft, damage to, or destruction of, any unit of Equipment from any cause whatsoever from the time the Equipment is shipped to Lessee.

  • Risk of Loss; Insurance The Grantor shall bear the full risk of loss from any loss of any nature whatsoever with respect to the Collateral. At it's own cost and expense in amounts and with carriers acceptable to the Collateral Agent, it shall (a) keep all its insurable properties and properties in which it has an interest insured against the hazards of fire, flood, sprinkler leakage, those hazards covered by extended coverage insurance and such other hazards, and for such amounts, as is customary in the case of companies engaged in businesses similar to the Grantor's including, without limitation, public and product liability insurance, worker's compensation, insurance against larceny, embezzlement or other criminal misappropriation of insured's officers and employees and business interruption insurance; (b) furnish the Collateral Agent with (i) copies of all policies and evidence of the maintenance of such policies at least 30 days before any expiration date, and (ii) appropriate loss payable endorsements in form and substance satisfactory to the Collateral Agent, naming the Collateral Agent for the benefit of the Secured Parties as loss payees and providing that as to the Collateral Agent for the benefit of the Secured Parties the insurance coverage shall not be impaired or invalidated by any act or neglect of the Grantor and the insurer will provide the Collateral Agent with at least 30 days notice prior to cancellation. The Grantor shall instruct the insurance carriers that in the event of any loss thereunder, the carriers shall make payment for such loss to the Collateral Agent and not to the Grantor and the Collateral Agent jointly. If any insurance losses are paid by check, draft or other instrument payable to the Grantor and the Collateral Agent jointly, the Collateral Agent may endorse the Grantor's name thereon and do such other things as the Collateral Agent may deem advisable to reduce the same to cash. The Collateral Agent is hereby authorized to adjust and compromise claims. All loss recoveries received by the Collateral Agent upon any such insurance may be applied to the Obligations, in such order as the Collateral Agent in its sole discretion shall determine. Any surplus shall be paid by the Collateral Agent to the Grantor or applied as may be otherwise required by law. Any deficiency thereon shall be paid by the Grantor to the Collateral Agent, on demand.

  • Insurance; Risk of Loss Seller will, or will cause the Companies and the Subsidiaries to, keep insurance policies currently maintained by Seller or the Companies or the Subsidiaries (with respect to the Business), or suitable replacements therefor, in full force and effect through the close of business on the Closing Date, and Buyer shall become solely responsible for all insurance coverage and related risk of loss based on events occurring after the Closing Date with respect to the Companies, the Transferring Subsidiaries and their respective businesses, assets and current or former employees. All proceeds of insurance payable (in excess of any deductible, retention or self-insurance amount) in respect of any event that occurs on or before the Cut-Off Date, to the extent that the proceeds are for damaged properties or assets of any Company or any Subsidiary (with respect to the Business) and would otherwise be payable to Seller or its Affiliates, shall be received by Seller and (a) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has not been repaired or restored or paid for by Seller, shall be paid over to Buyer at the Closing, or, if no proceeds have been received before the Closing, Seller shall assign any of its claims thereto to Buyer promptly following the Closing Date, and (b) to the extent the damage to the properties or assets of any Company or any Subsidiary to which the proceeds pertain has been repaired or restored or paid for by Seller, shall be retained by Seller on or prior to the Closing, or, if no proceeds have been received before the Closing, Seller shall be entitled to all claims thereto. Provided that Seller complies with Seller’s obligations under this Section 7.5, neither the occurrence of any casualty damage nor the payment, receipt or collection of insurance proceeds shall be included or accounted for in any way under the provisions of Section 2.4 or in the determination of Final Working Capital. To the extent that after the Closing any party hereto requires any information regarding claim data, payroll or other information in order to make filing with insurance carriers or self insurance regulators from another party hereto, the other party will promptly supply such information.

  • Property Damage Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in force.

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