Condemnation or Casualty Loss Sample Clauses

Condemnation or Casualty Loss. Notwithstanding any provision of this Agreement to the contrary, if, before the Closing, all or any portion of the Purchased Assets is (i) condemned or taken by eminent domain, or (ii) is damaged or destroyed by fire, flood or other casualty, Sellers shall notify Buyer in writing of such fact, and (A) in the case of condemnation or taking, Sellers shall assign or pay, as the case may be, any proceeds thereof to Buyer at the Closing, and (B) in the case of fire, flood or other casualty, Sellers shall assign the insurance proceeds therefrom to Buyer at Closing. This Section 7.16 does not in any way reduce, modify or eliminate any of Buyer’s other rights under this Agreement.
Sample 1
AutoNDA by SimpleDocs
Condemnation or Casualty Loss. In the event that, prior to closing, all or any portion of the Premises shall have been affected by any condemnation or taking by eminent domain, or shall be the subject of any condemnation procedure which shall have been commenced or of which Seller or Purchaser shall have received actual or constructive notice, or in the event more than ten percent (10%) of the Premises has been damaged by fire, flood or other casualty, Purchaser shall have the option of:
Sample 1
Condemnation or Casualty Loss. Buyer's obligation to close shall not be excused and no adjustment to the Purchase Price shall be required if, after the execution of this Agreement and prior to the Closing Date, any item of the Assets is damaged or destroyed by fire or other casualty or is taken under the right of eminent domain. Prior to the Closing Date, neither of the Companies nor Sycamore shall voluntarily compromise, settle or adjust any claims, causes of action or demands against third parties, arising out of such damage, destruction or taking, or commit, use or apply any insurance proceeds or payments toward the repair, restoration or replacement of the affected property without the prior written consent of Buyer. Notwithstanding the above to the contrary, in the event that the Assets are damaged or destroyed by fire or other casualty or is taken under the right of eminent domain and the value of the Assets as a result thereof is reduced by an amount exceeding the sum of Five Million and No/100 Dollars ($5,000,000), Buyer may terminate this Agreement in its entirety without further liability to Seller and Buyer's deposit will be promptly returned to Buyer. If the parties cannot agree on such values, the matter shall be referred to arbitration (to be conducted in accordance with the procedures set forth in Section 3.6 hereof).
Sample 1
Condemnation or Casualty Loss. Buyer's obligation to close shall not be excused and no adjustment to the Base Price shall be required if, after the execution of this Agreement and prior to the Closing Date, any item of the Assets is damaged or destroyed by fire or other casualty or is taken under the right of eminent domain. Prior to the Closing Date, neither the Company nor the Drilling Partnership shall voluntarily compromise, settle or adjust any claims, causes of action or demands against third parties, arising out of such damage, destruction or taking, or commit, use or apply any insurance proceeds or payments toward the repair, restoration or replacement of the affected property without the prior written consent of Buyer. Notwithstanding the above to the contrary, in the event the Assets are damaged or destroyed by fire or other casualty or are taken under the right of eminent domain and as a result thereof the value of the Assets is reduced by an amount exceeding $5,000,000, then Buyer may terminate this Agreement in its entirety without liability to either party other than return to Buyer of the Deposit, subject to the provisions of Section 2.4(c).
Sample 1
Condemnation or Casualty Loss. Buyer's obligation to close shall not be excused and no adjustment to the Purchase Price shall be required if, after the execution of this Agreement and prior to the Closing Date, any item of the Assets is damaged or destroyed by fire or other casualty or is taken under the right of eminent domain. Prior to the Closing Date, neither of the Companies nor Sycamore shall voluntarily compromise, settle or adjust any
Sample 1
Condemnation or Casualty Loss. Buyer’s obligation to close shall not be excused and the Purchase Price shall not be adjusted for any damage or casualty loss if, after the execution of this Agreement and prior to the Closing Date, any Property is damaged or destroyed by fire or other casualty, or the Property is taken or the right to operate same is impaired by a taking under the right of eminent domain; provided, however, that if prior to Closing the Interests are damaged or destroyed by fire or other casualty or are taken under the right of eminent domain and as a result thereof the value of the Interests is reduced by an amount exceeding $100,000, then either Seller or Buyer may terminate this Agreement in its entirety without liability to either party.
Sample 1
Condemnation or Casualty Loss 
Sample 1Sample 2Sample 3See All (6)
AutoNDA by SimpleDocs

Related to Condemnation or Casualty Loss

  • Condemnation or Casualty In the event of: a taking or threatened taking by condemnation or other exercise of eminent domain of all or a portion of the Mortgaged Property (collectively, a "Taking"); or the occurrence of a fire or other casualty resulting in damage to all or a portion of the Mortgaged Property (collec­tively, a "Casualty"), at any time or times when the Senior Security Instrument remains a lien on the Mortgaged Property the following provisions shall apply:

  • Casualty; Condemnation There is no unrepaired casualty damage to any of such Seller’s Properties and there is no pending condemnation or similar proceedings or written notices thereof affecting any Property, and, to Sellers’ Knowledge, no action is threatened or contemplated except as set forth on Schedule 3.2(e) attached hereto.

  • Casualty or Condemnation If, prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.

  • CASUALTY LOSS AND CONDEMNATION If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or materially damaged by fire or other casualty (that is, damage or destruction which Purchaser reasonably believes could be in excess of $25,000.00), Purchaser shall have the option either to terminate this Agreement or to consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has not received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall assign all insurance claims pertaining to such damage or destruction and all rights to condemnation proceeds to Purchaser by executing and delivering to Purchaser all required proofs of loss, assignments of claim and/or proceeds and other similar items. If the Purchaser elects to consummate the transaction contemplated by this Agreement and if the Seller, as of the Closing Date, has received the insurance proceeds or condemnation proceeds related to such damage, destruction or condemnation, then Seller, at Closing, shall allow Purchaser a credit against the Purchase Price in an amount equal to the amount of insurance proceeds (together with an amount equal to any deductible(s) and uninsured amounts) or condemnation proceeds received by the Seller prior to Closing. If Purchaser elects to terminate this Agreement, this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except for those obligations which specifically survive termination of this Agreement. If there is any other damage or destruction (that is, damage or destruction which Purchaser reasonably believes could be $25,000.00 or less) to the Property or any part thereof, Seller shall either repair such damage prior to Closing or, at Purchaser's option, either assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at Closing and thereafter all required proofs of loss, assignments of claims and other similar items or allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of a repair. If Purchaser elects to take an assignment of all insurance claims as provided for in this Section 6, Purchaser shall receive at Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable thereto.

  • Insurance Casualty Condemnation Seller agrees that it will keep the Property insured against casualty until the Closing Date under its existing insurance policies or replacement policies with the same coverage as existing at the date of execution hereof. Such policies shall be terminated by Seller at the Closing Date. In the event that, prior to the Closing Date, all or any portion of the Property shall be destroyed by fire or other casualty, or taken by condemnation or exercise of the right of eminent domain, or if proceedings therefor shall be instituted or threatened and the amount of any such damage or condemnation exceeds $100,000, then Buyer may, within ten (10) days of its receipt of notice of such event, elect to terminate this Agreement by written notice to Seller and Escrow Agent. If the damage or condemnation is equal to or less than $100,000 or if the damage or condemnation exceeds $100,000 but Buyer does not terminate this Agreement, then the parties shall proceed to close the transaction contemplated hereby, in which event any insurance or condemnation proceeds (excluding rental loss proceeds attributable to the period prior to the Closing Date) shall inure to the benefit of Buyer and shall be assigned by Seller to Buyer at close of Escrow. In the event the parties proceed to close the transaction contemplated hereby, Seller shall pay any required deductible applicable to such insurance coverage, or the Purchase Price shall be reduced by the amount of any such deductible.

  • Damage Destruction or Condemnation If the Dock or any portion thereof is at any time destroyed or damaged by a casualty, or if any portion of the Dock or adjacent parcels are taken pursuant to the exercise or threatened exercise of the power of eminent domain (including a conveyance in lieu thereof), Port may elect to terminate this Agreement.

  • Damage or Destruction Condemnation 16.1. If the Hotel is damaged by fire or other casualty, Operator shall promptly notify Owner. This Agreement shall remain in full force and effect subsequent to such casualty provided that either party may terminate this Agreement upon thirty days’ prior written notice to the other party if (a) Owner shall elect to close the Hotel as a result of such casualty (except on a temporary basis for repairs or restoration) or (b) Owner shall determine in good faith not to proceed with the restoration of the Hotel; provided further, Operator may terminate this Agreement upon thirty days’ prior written notice to Owner if forty percent (40%) or more of the rooms in the Hotel are unavailable for rental for a period of one hundred eighty (180) days or more as a result of such casualty.

  • Casualty Loss If in Owner’s reasonable judgment the premises or the Property is materially damaged by fire or other casualty, Owner may terminate this Agreement within a reasonable time after such determination, by written notice to Resident, in which case Owner will refund prorated, pre-paid rent and all deposits less lawful deductions unless Resident and/or Resident’s guest(s) caused the casualty, in which case all funds on account will be applied to all applicable charges related to the damages and Resident will be responsible for the balance of all charges for repairs. If following a fire or other casualty Owner has not elected to terminate this Agreement, Owner will rebuild the damaged areas within a reasonable time, and during such reconstruction, Resident will be provided a reasonable rent reduction for the unusable portion of the premises unless Resident and/or Resident’s guest(s) caused the casualty.

  • Condemnation Proceeds all Condemnation Proceeds other than proceeds to be applied to the restoration or repair of the property subject to the related Mortgage or released to the related Mortgagor in accordance with the Servicing Standard, which proceeds shall be deposited by the Master Servicer into an Escrow Account and not deposited in the Collection Account;

  • Insurance Casualty Condemnation Restoration SECTION 8.1. INSURANCE SECTION 8.2. CASUALTY SECTION 8.3. CONDEMNATION SECTION 8.4. RESTORATION

Time is Money Join Law Insider Premium to draft better contracts faster.