Material Damage Sample Clauses

Material Damage. Notwithstanding any provision of this Reimbursement Agreement to the contrary, if the Premises 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 Bank without cost to Bank prior to the approval by Bank of any further disbursement from the Project Fund.
AutoNDA by SimpleDocs
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. 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. In the event of any Material Damage to or destruction of the Property or any portion thereof prior to Closing, either Seller or Purchaser may, at its option, terminate this Agreement by giving notice to the other on or before the expiration of thirty (30) days (the “Termination Notice Period”) after the date Seller delivers the Casualty Notice to Purchaser (and, if necessary, the Closing Date shall be extended to give the parties the full thirty-day period to give such notice and to obtain insurance settlement agreements with Seller’s insurers). Upon any such termination, the Deposit shall be returned to Purchaser promptly and the parties hereto shall have no further rights or obligations hereunder, other than those that by their terms survive the termination of this Agreement. If neither Seller nor Purchaser so terminates this Agreement within said thirty (30) day period, then the parties shall proceed under this Agreement and close on schedule (subject to extension of Closing as provided above), and as of Closing Seller shall credit Purchaser with the applicable deductible or retention and assign to Purchaser, without representation or warranty by or recourse against Seller, all of Seller’s rights in and to any insurance proceeds due Seller as a result of such damage or destruction, and Purchaser shall assume full responsibility for all needed repairs to such elements of the Property. For the purposes of this Agreement, “Material Damage” or “Materially Damaged” means damage to those elements of the Property which Seller is not obligated to insure or repair which would cost in excess of $250,000.00 to repair as reasonably estimated by Seller.
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 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.
AutoNDA by SimpleDocs
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. In the event that, prior to the Closing, the Property is destroyed or materially damaged (as defined in Section 15(c) below) by casualty, Purchaser shall have the right, exercisable by giving notice to Seller within fifteen (15) days after receiving written notice of such casualty, either (i) to terminate this Agreement and obtain a refund of the Deposit, in which case neither party shall have any further rights or obligations hereunder other than those obligations that expressly survive a termination of this Agreement and except that Purchaser and Seller each shall be responsible for one-half (1/2) of any title or escrow cancellation fee or (ii) to accept the Property in its then condition and to proceed with the Closing with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, in which case Purchaser shall be entitled to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction. 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.
Time is Money Join Law Insider Premium to draft better contracts faster.