Material Damage. If prior to the Closing, the Property is materially damaged (as defined in Section 18(d)), Purchaser shall have the right, exercisable by giving written notice to Seller within five (5) Business Days after receiving written notice of such damage or destruction (but in any event prior to the Closing), either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except with respect to rights and obligations herein which expressly survive termination of this Agreement), and any money (including, without limitation, the Deposit) or documents in the Escrow shall be returned to the party depositing the same and Purchaser and Seller shall each be responsible for fifty percent (50%) of any title or escrow cancellation fees, or (ii) to accept the Property in its then condition, without a reduction in the Purchase Price (except for a credit for the insurance deductible), and to proceed with the Closing and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction and a credit at Closing (with the exception of any damage caused by earthquake) for any deductible under Seller’s insurance policies. Purchaser’s failure within such five (5) Business Day period to deliver a written notice electing to proceed under either clause (i) or (ii) above shall be deemed to be Purchaser’s election to proceed under clause (i) above. If Purchaser elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary herein, if the event causing material damage occurs within five (5) Business Days prior to the Outside Closing Date, the Outside Closing Date shall be extended for the number of days necessary for Purchaser to have five (5) Business Days after the receipt of notice of such damage to elect to proceed under either clause (i) or (ii) above.
Material Damage. Notwithstanding any provision of this Reimbursement Agreement to the contrary, if the Project shall have suffered any material damage or destruction prior to any disbursement from the Project Fund, such damaged or destroyed portion shall be restored or replaced in a manner acceptable to the Bank without cost to the Bank prior to the approval by the Bank of any further disbursement from the Project Fund; provided that if such damage or destruction shall occur during the construction period for the Improvements, the Borrower may use any insurance proceeds to rebuild or repair the Project.
Material Damage. No Material Damage (as defined in Section 3) or an Event of Loss with respect to the Aircraft shall have occurred;
Material Damage. The business, operations, Assets, properties, prospects or condition (financial or otherwise) of the Seller shall not be, or be threatened to be, adversely affected by fire, explosion, earthquake, disaster, accident, cessation or interruption of utility or other services, flood, drought, contamination of water supply, embargo, riot, civil disturbance, uprising, activity of armed forces or act of God or public enemy, or any other event or occurrence.
Material Damage. The Operator shall assume liability for any material damage it may cause to the Vessel in connection with the fulfilment of its obligations under the Contract to a limit of one hundred and fifty million euro (€150,000,000) per incident. As a result, the Shipper shall waive all recourse against the Operator beyond this limit and, notwithstanding the provisions of Article 12, shall guarantee the Operator against any third-party claims to the Contract and more specifically any claim from the Vessel's owner and/or operator (e.g. Charterer, Vessel Owner) with regard to such damage. The Shipper shall assume liability for any material damage caused to the Terminal in connection with the fulfilment of its obligations under the Contract, regardless of the perpetrator of the act causing said material damage, more specifically the Charterer, Vessel Owner, Captain, the Authorities and Port Services, to a limit of one hundred and fifty million euro (150 000 000 €) per incident. As a result, the Operator shall waive all recourse against the Shipper beyond this limit with regard to such damage. As an exception to the principle set forth in the previous paragraph and in accordance with Article 8.2, the Operator shall be responsible for material damage to the Terminal when said damage is caused by the Unloading of Cargo that does not comply with the specifications under Article 8.1 but was accepted as such. As a result, the Operator shall waive the right to any recourse against the Shipper in respect of such damage.
Material Damage. Prior to the Closing Date, no material damage, destruction, casualty or loss (whether or not covered by insurance) and no other event or condition materially and adversely affecting the Assets shall have occurred.
Material Damage. Damage to the Property of a nature such that the cost of restoring the Improvements located on Property to its condition prior to the fire or other casualty, as mutually agreed by Seller and Purchaser or as otherwise determined in accordance with this Agreement, (but in full compliance with all then applicable building, health, zoning, and similar laws, ordinances, and regulations) will exceed an amount equal to five percent (5%) of the Purchase Price, whether or not such damage is covered by insurance.
Material Damage. The business and properties of Westower, taken as a whole, shall not have been and shall not be threatened to be, affected in any way materially adverse to the enterprise of Westower as a result of fire, explosion, earthquake, disaster, accident, labor dispute, flood, drought, embargo, riot, civil disturbance, uprising, activity of armed forces or act of God or public enemy.
Material Damage. The Operator shall bear the cost of any property damage that it might cause to the Vessel in the performance of its obligations under the Contract up to a limit of one hundred and fifty million (150,000,000) Euros per event. As a result, the Shipper shall waive the right to any recourse against the Operator above this threshold and, notwithstanding the stipulations of article 14.3, shall guarantee the Operator against any recourse from third parties to the Contract and particularly, where applicable, the owner and/or operator of the Vessel (Ship Owner, Charterer, etc.), regarding said damage. The Shipper shall bear the cost of the property damage caused to the Terminal in the performance of its obligations under the Contract, irrespective of who committed the action that led to such property damage and particularly the Ship Owner, Charterer, Captain, Port Authorities and Services, within the limit of one hundred and fifty million (150,000,000) Euros per event. As a result, the Operator shall waive any recourse against the Shipper beyond this ceiling for such damage As an exception to the principle set forth in the previous paragraph and in accordance with Paragraph 14.3 of the General Terms and Conditions, the Operator shall be responsible for the material damage caused to the facilities for which it is the owner or responsible for where such damage is caused by the Unloading of Cargo that does not comply with the specifications defined in Paragraph 14.1 of the General Terms and Conditions but that the Operator expressly accepted as such. As a result, the Operator shall waive the right to any recourse against the Shipper in respect of such damage.
Material Damage. Damage in excess of one percent (1%) of the Consideration suffered by Buyer as a result of any inaccuracy or breach of any representation or warranty or covenant (on a cumulative basis and not per occurrence) by Seller hereunder.
