Casualty definition
Examples of Casualty in a sentence
If neither Holder Representative nor Buyer timely makes such an election, then the Parties shall proceed to the Closing in accordance with this Agreement and reduce the Base Merger Consideration by the aggregate amount of the Casualty Estimates.
If Holder Representative does not make any election as set forth in the preceding sentence within ten (10) Business Days after receipt of such Casualty Estimate, then the amount of the Base Merger Consideration shall automatically be reduced by the Casualty Estimate.
If the Casualty Estimate is equal to or less than an amount equal to one percent (1%) of the Base Merger Consideration, then (A) neither Buyer nor Holder Representative shall have the right or option to terminate this Agreement as a result thereof and (B) there shall be no reduction in the amount of the Base Merger Consideration in respect of the Casualty Estimate as provided in clause (i) above, and the Parties shall proceed to the Closing in accordance with this Agreement.
If the aggregate amount of the Casualty Estimates is in excess of or equal to an amount equal to ten percent (10) of the Base Merger Consideration, then either Holder Representative or Buyer may, by written notice to the other Parties within ten (10) Business Days after the date of receipt of such Casualty Estimate, elect to terminate this Agreement.
Following the Closing, until ▇▇▇▇▇ makes such Casualty Loss Assignment, Buyer shall use commercially reasonable efforts to recover all available amounts under Proceedings against third parties, insurance Proceedings or Insurance Policies.