Major Loss. If the amount of the damage or destruction or condemnation as specified above exceeds Five Hundred Thousand Dollars ($500,000), then Buyer may, at its option to be exercised within five (5) business days of Buyer's receipt of Seller's notice of the occurrence of the damage or destruction or the commencement of condemnation proceedings, either terminate this Agreement or consummate the purchase for the full Purchase Price as required by the terms hereof. If Buyer elects to terminate this Agreement or fails to give Seller notice within such 5 business-day period that Buyer will proceed with the purchase, then the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as provided in Sections 6.1, 9.3 and 9.9 below. If Buyer elects to proceed with the purchase, then upon the Closing, there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such damage or destruction or condemnation, plus the amount of any insurance deductible, less any sums expended by Seller toward the restoration or repair of the Property. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Buyer, except to the extent needed to reimburse Seller for sums expended to repair or restore the Property, and Seller shall retain the rights to such proceeds and awards.
Major Loss. In the event of a Major Loss, Buyer may, at its option to be exercised by written notice to Seller within twenty (20) days of Seller’s notice to Buyer of the occurrence thereof, elect to either (i) terminate this Agreement, in its entirety, as to all Properties, or (ii) consummate the acquisition of the Properties for the full Consideration, subject to the following. If Buyer elects to proceed with the acquisition of the Properties, then the Closing shall be postponed to the later of the Closing Date or the date which is ten (10) Business Days after Buyer makes such election and, upon the Closing, Buyer shall be given a credit against the Consideration equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of such Major Loss, plus the amount of any insurance deductible. If the proceeds or awards have not been collected as of the Closing, then Seller’s right, title and interest to such proceeds or awards shall be assigned to Buyer, and Seller will cooperate with Buyer as reasonably requested by Buyer in the collection of such proceeds or award. If Buyer fails to give Seller notice within such 20-day period, then Buyer will be deemed to have elected to terminate this Agreement. If the Agreement is not terminated, Buyer shall be responsible for performance by Buyer as “landlord” under the Leases, including any repair obligations of landlord, and nothing herein shall limit Buyer’s repair obligations or other obligations under the Leases notwithstanding the fact that the event giving rise to such obligations first occurred prior to the Closing, and notwithstanding anything in any Transaction Document to the contrary.
Major Loss. Any damage or destruction to, or condemnation of, any Real Property as to which the cost to repair, or the value of the portion taken, as the case may be, exceeds Four Hundred Thousand and No/100ths Dollars ($400,000.00).
Major Loss. If, after the occurrence of a Major Loss, ---------- Section 3.10(c) of the Operating Agreement is applicable, Purchaser and the --------------- Partnership shall amend this Agreement to take into account the repairs made pursuant to such Section 3.10(c) and their effects on the provisions of this -------------- Agreement. Such amendments shall be commercially reasonable as between the Partnership and Purchaser.
Major Loss. If a Significant Portion of any Property is damaged or destroyed or condemned (a "Major Loss"), then within 20 days after receipt of notice of the Major Loss, Purchaser must give notice to Seller of its intention to close the transaction in accordance with Section 8.2 as if a Major Loss had not occurred and receive the benefits of Section 8.2 or to drop any or all of the Properties affected by the Major Loss. In no event will Seller be obligated to repair or restore such damage or destruction or condemnation.
Major Loss. If there shall occur damage or destruction to the Property that materially impairs or materially interferes with the continuing operation of the casino business conducted at the Property (a “Major Loss”), then Buyer or Seller may, upon written notice to the other party, elect to delay the Closing for sixty (60) days from the date of such Major Loss. During such sixty (60) day period, either Buyer or Seller may terminate this Agreement, such termination to be effective upon written notice to the other party. If either Buyer or Seller elects to terminate this Agreement by delivering written notice thereof as provided in this Section 10.2(a), then this Agreement shall terminate, the Deposit shall be immediately returned to Buyer, and the parties shall not have any further rights or obligations hereunder, except as provided in Section 8.4. If neither party gives a termination notice within the time period required by this Section 10.2 (a), then this Agreement shall not terminate, and Seller shall promptly commence the repair of the Property to the condition that existed immediately prior to the Major Loss, reasonably wear and tear excepted, and, if Seller shall not have returned the Property to such condition as of the Closing Date, Seller shall pay to Buyer at Closing an amount equal to the remaining cost to return the Property to the condition that existed immediately prior to such Major Loss and shall remit to Buyer the amount of any business interruption insurance proceeds (but only to the extent attributable to the period from and after Closing) actually collected by Seller as a result of such Major Loss.
Major Loss. If such damage or destruction or condemnation as specified above would give rise to a termination right on behalf of Tenant pursuant to the applicable Lease and Tenant does, in fact, terminate the applicable Lease, then Buyer may at its option, to be exercised by written notice to Seller within ten (10) business days of Seller’s notice of the Tenant’s termination of the applicable Lease, terminate this Agreement (and, if applicable, Buyer shall be entitled to a reasonable adjournment of the Closing Date to accommodate the time period allowed under the applicable Lease for Tenant to exercise such termination right). Buyer’s failure to elect to terminate this Agreement within said ten (10) business day period shall be deemed an election by Buyer to consummate this purchase and sale transaction. If Buyer elects to terminate this Agreement within such ten (10) business day period, neither party shall have any further rights or obligations hereunder except as provided in Sections 3.4, 3.5, 3.6, 9.6
Major Loss. In the event of a “major” loss or damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement within ten (10) days after Seller sends Purchaser written notice of the occurrence of major loss or damage, then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall perform any repairs necessary or advisable to render the Property in a reasonably safe condition, and credit Purchaser at Closing with an amount equal to the amount of any insurance proceeds or condemnation awards collected by Seller as a result of any such major loss or damage, plus the amount of any insurance deductible, plus any uninsured amount in respect of such loss or damage, less any sums expended by Seller to render the Property in a reasonably safe condition notwithstanding its damaged state or in collecting such insurance proceeds or condemnation awards. If the proceeds or awards have not been collected as of the Closing, then such proceeds or awards shall be assigned to Purchaser, and Purchaser shall additionally be entitled to a credit at Closing for the amount of any insurance deductible and any uninsured amount in respect of such loss or damage, except to the extent needed to reimburse Seller for sums expended prior to the Closing to repair or restore the Property or to collect any such proceeds or awards. From and after the Closing Date, full risk of loss with respect to the Property shall pass to Purchaser.
Major Loss. 9.3(a) If a Major Loss shall have occurred, then Seller shall elect in its sole discretion by written notice to Buyer prior to the Closing that either: (i) Seller shall Repair such Major Loss; (ii) the Base Price shall be reduced in an amount equal to the amount by which the Repair Cost of the Major Loss exceeds the Major Loss Deductible; (iii) the applicable Purchased Assets affected by such Major Loss will not be sold to Buyer and such Purchased Assets and all Assumed Liabilities related thereto shall be excluded from the transactions hereunder (in which event, the Base Price shall be reduced by the amount of the associated Fair Market Value and the Closing Date Payment shall be reduced appropriately to reflect such exclusion), subject in any event to the provisions of Section 9.3(c); or (iv) that none of the actions described in clauses (i) through (iii) of this Section 9.3(a) shall be taken.
Major Loss. No Major Loss shall have occurred.
