Effect of Material Damage to Improvements Sample Clauses

Effect of Material Damage to Improvements. If prior to the Closing the Improvements are damaged by casualty and such damage is material, Seller shall notify Buyer in writing of such casualty as soon as practicable. Within ten (10) days after the occurrence of such casualty, Seller will, as soon as is practicable, commence restoration of the damaged Improvements, and shall complete such restoration in compliance with all laws and the representations and warranties set forth herein and shall restore such Improvements their condition prior to the occurrence of the casualty promptly (but in no event more than ninety (90) days thereafter), and the Closing Date shall be extended (but in no event by more than ninety (90) days) until such damaged Improvements are complete. If Seller does not commence or complete such restoration within such time period, then Buyer may elect pursuant to a writing delivered to Seller and Escrow Holder to (i) continue this Agreement, provided, however, that Seller shall assign to Buyer at the Closing any insurance proceeds to which Seller is entitled with respect to such damage (in which event the Purchase Price shall be reduced by the amount of any deductible with respect thereto); (ii) continue this Agreement, provided, however, that Seller shall reduce the Purchase Price by an amount equal to the reasonable cost of repairing or replacing the damaged portion(s) of the Improvements reasonably estimated by Buyer (in which event Seller shall be entitled to retain any insurance proceeds with respect to such damage), or (iii) terminate this Agreement, in which case Buyer shall have no further rights and obligations to the Seller under this Agreement (but Buyer shall retain its rights and remedies against Seller) and Escrow Holder shall immediately return the Earnxxx Xxxey Deposit (with interest thereon) to Buyer. Buyer's failure to have elected any of these options within the time allotted therefor shall be deemed to be an election of option (iii).
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Effect of Material Damage to Improvements. If prior to the Closing the Improvements are damaged by casualty and such damage is material, Seller shall notify Buyer in writing of such casualty as soon as practicable. Within ten (10) days after receipt of such notice Buyer shall elect pursuant to a writing delivered to Seller and Escrow Holder to (i) continue this Agreement, in which case Seller shall assign to Buyer at the Closing any insurance proceeds to which Seller is entitled with respect to such damage and shall credit Buyer with the amount of any uninsured cost of repair (but in no event shall the Purchase Price be reduced); or (ii) terminate this Agreement, in which case Buyer shall have no further rights and obligations to the Seller under this Agreement (except for Buyer's obligations under Sections 4.4, 5.2(b) and 9.6 hereof). Buyer's failure to have elected any of these options within the time allotted therefor shall be deemed to be an election of option (ii). In the event of a termination of this Agreement pursuant to this Section 8.2(d), the Xxxxxxx Money Deposit shall promptly be returned by Escrow Holder to Buyer.
Sample 1
Effect of Material Damage to Improvements. If prior to the Closing the Improvements are damaged by casualty and such damage is material, Buyer shall elect in writing within ten (10) Business Days of receipt of Seller's Contractor Estimates either to (i) terminate this Agreement, in which case the Deposit shall be refunded to Buyer and neither party shall have further obligation (except as set forth in Section 12.2 and other obligations specified in this Agreement to survive such termination) or (ii) purchase the Property, in which event (A) all insurance proceeds payable as a result of such damage shall be assigned to Buyer, and (B) the Purchase Price shall be reduced by the amount to so restore such damaged Improvements to their condition existing prior to such damages, less any insurance proceeds received by Buyer; provided, however that such reduction shall not exceed a reduction of Five Hundred Thousand Dollars ($500,000).
Sample 1
Effect of Material Damage to Improvements. If prior to the Closing the Improvements are damaged by casualty and such damage is material, Seller shall notify Buyer in writing of such casualty as soon as practicable. Within ten (10) days after the occurrence of such casualty, Seller will, as soon as is practicable, commence restoration of the damaged Improvements, and shall complete such restoration in compliance with all laws and the representations and warranties set forth herein and shall restore such Improvements their condition prior to the occurrence of the casualty promptly (but in no event more than ninety (90) days thereafter), and the Closing Date shall be extended (but in no event by more than ninety (90) days) until such damaged Improvements are complete. If Seller does not commence or complete such restoration within such time period, then Buyer may elect pursuant to a writing delivered to Seller and
Sample 1

Related to Effect of Material Damage to Improvements

  • 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.

  • 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.

  • 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

  • Exclusion of Consequential Damages In no event shall the Company be liable for any punitive, exemplary or other special damages, or for any indirect, incidental or consequential damages (including lost profits or lost business opportunity), in each case arising under or in relation to this Agreement (including with respect to the performance or non-performance of any Services), whether arising under breach of contract, tort or any other legal theory, and regardless of whether the Company has been advised of, knew of, or should have known of the possibility of such damages. In no event shall this Article VI be deemed to have failed of its essential purpose.

  • MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES Except for any liquidated damages agreed to by the parties to this Agreement related to an unexcused termination of this Agreement, under no circumstances will either party be liable to the other party for special or punitive damages, or consequential loss or damage, or any loss of profits, goodwill, business opportunity, business, or revenue or anticipated savings, in relation to this Agreement, whether or not the relevant loss was foreseeable, or the party was advised of the possibility of such loss or damage or that such loss was in contemplation of the other party.

  • Substantial Damage Upon the occurrence of Substantial Damage (as hereinafter defined) to the Property after the Effective Date and before the Closing Date, Seller shall promptly deliver notice thereof to Purchaser, and Purchaser may, at its option, either (a) terminate this Agreement by written notice thereof given to Seller and Escrow Agent within fifteen (15) days after receipt of notice from Seller as to such Substantial Damage, whereupon the Deposit will be returned to Purchaser, and the parties shall have no further obligations under this Agreement, except for those which expressly survive any termination of this Agreement, or (b) proceed to close the transaction contemplated herein without any delay pursuant to the terms hereof, in which event Seller shall deliver to Purchaser at the Closing, or as soon as available, any insurance proceeds actually received by Seller and attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), shall assign to Purchaser any right it may have to receive insurance proceeds attributable to the Property damaged by such casualty (other than on account of business or rental interruption relating to the period prior to Closing but including all business or rental interruption relating to the period on or after Closing), and Purchaser shall receive a credit against the Purchase Price in the amount of the deductible. If Purchaser has not terminated this Agreement due to the Substantial Damage, Seller shall timely file and process a claim respecting the Substantial Damage with its insurer, but shall not settle or adjust the claim without obtaining Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned. For purposes of this Agreement, “Substantial Damage” shall mean any casualty or loss resulting in a repair expense in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or any damage which results in the Franchisor refusing to enter into the New Franchise Agreement. If the Scheduled Closing Date is less than the full fifteen (15) day period for Purchaser to make its determination of whether to terminate or close, the Scheduled Closing Date shall be extended to five (5) business days after expiration of the full fifteen (15) day period.

  • Disclaimer of Consequential Damages IN NO EVENT WILL EITHER PARTY BE LIABLE FOR, AND EACH PARTY HEREBY WAIVES AND RELEASES ANY AND ALL CLAIMS AGAINST THE OTHER PARTY FROM, ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES DUE TO BUSINESS INTERRUPTION, LOST REVENUES, LOST PROFIT, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM OF THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLY THEORY, AND REGARDLESS OF THE CAUSE OF SUCH DAMAGES (INCLUDING LOSS OF DATA) AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. THE PROTECTION OR LIMITATION AGAINST LIABILITY AFFORDED BY THIS SECTION 14(L) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE SOUGHT IN CONTRACT, TORT, STATUTE OR OTHERWISE, AND IRRESPECTIVE OF WHETHER SOLE, CONCURRENT OR OTHER NEGLIGENCE (ACTIVE OR PASSIVE) OR STRICT LIABILITY IF INVOLVED OR IS ASSERTED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TO THE EXTENT NOT PROHIBITED BY LAW, ANY STATUTORY REMEDY INCONSISTENT WITH THE FOREGOING IS HEREBY WAIVED.

  • Standard of Care; Uncontrollable Events; Limitation of Liability SMC shall use reasonable professional diligence to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any action taken or omitted by SMC in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of SMC shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SMC hereunder. SMC shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Company's reasonable request, SMC shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, SMC assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond SMC's reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, SMC shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption. SMC shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent public accountants on the internal controls and procedures of SMC relating to the services provided by SMC under this Agreement. Notwithstanding anything in this Agreement to the contrary, in no event shall SMC, its affiliates or any of its or their directors, officers, employees, agents or subcontractors be liable for exemplary, punitive, special, incidental, indirect or consequential damages, or lost profits, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised of the possibility of such damages.

  • 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.

  • INDIRECT/SPECIAL/CONSEQUENTIAL DAMAGES Notwithstanding any other provision set forth herein, in no event shall the Custodian be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.

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