Material Casualty. If, before Closing, the Property is damaged by an insured fire or other casualty that (i) would cost $750,000.00 or more to repair or (ii) is not covered by Seller’s insurance and Seller is unwilling to agree to provide a credit against the Sales Price in the amount of the cost of such damage at Closing (a "Major Casualty"), then Purchaser may, at its option, elect to terminate this Contract by written notice to Seller within twenty (20) days after the date of Seller's notice to Purchaser of the casualty, in which case the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to Seller) shall be refunded to Purchaser, and neither party shall have any further rights or obligations hereunder, other than as set forth herein with respect to rights and obligations that survive termination. If necessary, the Closing Date shall be postponed until Seller has given the notice to Purchaser required by this Section 17(a) and the period of twenty (20) days described in this Section 17(a) has expired. If the Closing Date of any Parallel Agreement is extended a result of casualty as provided in such Parallel Agreement, at the election of Seller, the Closing Date of this Contract will be extended to the same Closing Date of such extended Parallel Agreement. If Purchaser does not timely make its election to terminate this Contract pursuant to this Section 17(a), then the Closing shall take place as provided herein, the Sales Price shall be reduced by an amount equal to Seller's deductible under its insurance policies and any proceeds of insurance previously received by Seller with respect thereto, and Seller shall assign to Purchaser at the Closing all of Seller's interest in and to any casualty insurance proceeds that may be payable to Seller on account of the occurrence (with its insurer’s consent written thereto), including the proceeds of any business interruption or loss of rental insurance payable with respect to periods after the Closing Date. In the event Purchaser elects to terminate this Contract pursuant to this Section 17(a), Seller will have the option to terminate all the other Parallel Agreements. In addition, if Purchaser pursuant to any of the other Parallel Agreements elects to terminate any Parallel Agreement as a result of fire or casualty as provided in such Parallel Agreement, Seller will have the option to terminate this Contract and upon such termination, the Xxxxxxx Money (other than the Nonrefundable Deposit which will be paid to...
Material Casualty. In the event of any material casualty to the Project, Lessee shall promptly give written notice to Lessor thereof. Except as set forth herein, Lessee shall be responsible for the Restoration of the Leased Property and Lessee shall be entitled to the use of all available proceeds from any insurance for purposes of completing the Restoration. In such event this Agreement shall continue in full force and effect, without abatement, unless otherwise set forth below. If the proceeds from any casualty insurance are insufficient to complete the Restoration, Lessee shall fund any excess required to complete the Restoration except for funds attributed to Lessor Capital Improvements. Lessor shall provide Lessee with the funds necessary to fund any costs to complete the Restoration for Lessor Capital Improvements. Absent receipt of Lessor’s agreement to fund such excess amounts within 30 days, Lessee may elect to terminate this Lease upon notice to Lessor within 20 days after the expiration of the 30 day period.
Material Casualty. The absence of any material damage by casualty to the Improvements which has not been repaired by the Closing Date. For the purposes hereof, a "MATERIAL DAMAGE BY CASUALTY" shall be deemed any damage by fire or other casualty which has not been repaired and paid for by the Closing Date and for which the estimated cost of the remaining repairs exceeds Fifty Thousand Dollars ($50,000). If the Improvements suffer any material damage by casualty Purchaser shall have the right and option to terminate this Agreement within fifteen (15) days after the date Purchaser is notified of the casualty in writing or by the Closing Date, whichever first occurs. Seller shall also have the right to cancel this Agreement if such material damage by casualty is not covered by existing insurance policies held by Seller, unless Purchaser is willing to reduce the purchase price by the amount estimated to be necessary to pay the labor and material costs to restore the damage. If Purchaser does not elect to terminate this Agreement by the Closing Date as a result of any material casualty damage, this transaction shall close without increase or decrease in the purchase price, and Seller shall assign to Purchaser all insurance proceeds which are paid because of the casualty. If the estimated cost to repair any damage by casualty as of the Closing Date is less than Fifty Thousand Dollars ($50,000), Purchaser shall not have the right to terminate this Agreement because of such casualty and Seller shall assign to Purchaser all insurance proceeds that are paid because of the casualty, as stated above. All repair cost estimates referred to in this paragraph shall be made by reference to a fixed price construction contract which Seller shall obtain as promptly as is reasonably possible after the date of the casualty.
Material Casualty. Within 60 days of a Material Casualty at any Property, Lessee shall have the option, but not the obligation, to either:
Material Casualty. If the amount of the repair or restoration of the Property required by a Casualty equals or exceeds twenty percent (20%) of the Purchase Price (a “Material Casualty”), then Purchaser shall have the right to elect, by providing written notice to Seller within fifteen (15) Business Days after Purchaser’s receipt of Seller’s written notice of such Casualty, to (i) terminate this Agreement, in which case the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to Closing, in which case Seller shall provide Purchaser with a credit against the Purchase Price in an amount equal to the costs and expenses required to repair or restore the Property affected by the Material Casualty as agreed to by the Parties. If Purchaser (1) fails to provide written notice of its election to Seller within such time period, or (2) provides written notice of its election to proceed to Closing, but subsequently the Parties are unable to agree on the amount of the credit to be provided to Purchaser at Closing despite a good faith effort by Purchaser to so agree, Purchaser shall be deemed to have elected to terminate this Agreement pursuant to clause (i) of the preceding sentence. If the Closing is scheduled to occur prior to the expiration of Purchaser’s election period, then the Closing shall be postponed until the date which is five (5) Business Days after the earlier of Purchaser’s delivery of its election notice to Seller or the expiration of Purchaser’s election period.
Material Casualty. In the event that prior to the Close of Escrow the Real Property, or any material portion thereof, is destroyed or materially damaged, and no tenant is obligated by the terms of its Lease to repair such damage or destruction, Buyer shall have the right, exercisable by giving written notice to Seller within ten (10) days after receipt of written notice of such damage or destruction, either (i) to terminate this Agreement in which event the Deposit and all interest accrued thereon shall be promptly returned to Buyer, any other money or documents in Escrow shall be returned to the party depositing the same, and the provisions of Section 4.4 shall apply, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in the Purchase Price in the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller’s rights to any insurance proceeds payable by reason of such damage or destruction, other than rental abatement/rent loss insurance attributable to the period of time prior to the Closing which shall be retained by or paid to Seller, and only if and to the extent such deductible is not any Tenant’s responsibility under any Lease. If Buyer fails to deliver written notice to Seller of Buyer’s election within the time period specified in this Section 13.1, Buyer shall be deemed to have elected to proceed under clause (ii) above. If Buyer elects (or is deemed to have elected) to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer’s prior written consent.
Material Casualty. If, prior to the Closing Date, all or a Material Portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty, Seller will notify Purchaser of such casualty. Purchaser will have the option to terminate this Agreement upon notice to Seller given not later than the earlier to occur of (x) the Closing Date or (y) ten (10) days after receipt of Seller’s notice. If this Agreement is so terminated, the Deposit will be promptly returned to Purchaser and thereafter neither Seller nor Purchaser will have any further rights or obligations to the other hereunder except to the extent otherwise specifically provided in this Agreement. If Purchaser does not elect to terminate this Agreement, Seller will not be obligated to repair such damage or destruction but (a) as to the Real Property and/or Improvements, Seller will assign and turn over to Purchaser all of the insurance proceeds paid to Seller (or, if such proceeds have not been awarded, any and all of Seller’s right, title and interest therein), net of reasonable collection costs, with respect to such fire or other casualty, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that, as to the Real Property and/or Improvements Purchaser will receive a credit for the lesser of (i) any insurance deductible amount or (ii) the cost of such repairs as reasonably estimated by Seller.
Material Casualty. If the Property or any portion thereof is damaged or destroyed by fire or any other casualty prior to Closing (a “Casualty”), Seller shall give written notice of such Casualty to Purchaser promptly after the occurrence of such Casualty. If the amount of the repair, restoration or replacement required by a Casualty equals or exceeds Three Million Seven Hundred Thousand and No/100 Dollars ($3,700,000.00) (a “Material Casualty”) and the Casualty was not caused by Purchaser or Purchaser’s Inspectors, or their respective employees or agents, then Purchaser shall have the right, in its sole discretion, to (i) terminate this Agreement, in which case Escrow Agent shall refund the Xxxxxxx Money to Purchaser upon Purchaser’s satisfaction of its obligations under Section 7.1(b), and Seller and Purchaser shall have no further rights or obligations under this Agreement, except those which expressly survive such termination, or (ii) proceed to Closing, without terminating this Agreement, in which case Seller shall (A) credit the amount of the applicable insurance deductible against the Purchase Price, and (B) transfer and assign to Purchaser all of Seller’s right, title and interest in and to all proceeds from all casualty and lost profits insurance policies maintained by Seller with respect to the Hotel, except those proceeds allocable to costs incurred by, and lost profits of, Seller for the period prior to the Closing. Purchaser shall make an election under this Section 13.1(a) by giving written notice to Seller on or before ten (10) Business Days after Seller’s delivery to Purchaser of written notice of such Casualty. If Purchaser fails to make an election under Section 13.1(a) within such time period, Purchaser shall be conclusively deemed to have elected to proceed to Closing pursuant to clause (ii) of this Section 13.1(a). If the Closing is scheduled to occur within Purchaser’s ten (10) Business Day election period, the Closing Date shall be extended until the date which is five (5) Business Days after the expiration of such ten (10) Business Day election period.
Material Casualty. If, prior to Closing, any part of Xxxxx Point Gas Plant is damaged or destroyed by a Casualty and the amount of aggregate damages caused by one or more Casualties exceeds the Casualty Threshold, Seller shall promptly notify Buyer of such Casualty. Each of Buyer and Seller will then have a right to terminate this Agreement by written notice to the other Party. If neither Party elects to so terminate this Agreement, Buyer shall proceed to purchase the Assets, and the Purchase Price shall be reduced by Seller’s share of the repair cost or replacement cost, as applicable, of such damaged or destroyed assets.
Material Casualty. If, prior to Closing, any part of the Subject Assets is damaged or destroyed by a Casualty and the amount of aggregate damage caused by one or more Casualties exceeds the Casualty Threshold, Seller shall promptly notify Buyer of such Casualty. Buyer will then have a right to terminate this Agreement by written notice to Seller. If Buyer does not elect to so terminate this Agreement, Buyer shall proceed to purchase the Subject Assets, and the Purchase Price shall be reduced by the repair cost or replacement cost, as applicable, of such damaged or destroyed Subject Assets. All repair and replacement costs shall be determined jointly by Seller and Buyer.
