Risk of Loss; Casualty. (a) The risk of loss or damage to the Unit or the personal property included in this sale, by fire or other casualty, until the earlier of the Closing or possession of the Unit by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or re- place any such loss or damage unless Seller elects to do so as herein-after provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Unit or the personal property included in this sale within 10 days after such occurrence or by the date of Closing, whichever first occurs, and by such notice shall state whether or not Seller elects to repair or restore the Unit and/or the personal property, as the case may be. If Seller elects to make such repairs and restorations, Seller’s notice shall set forth an adjourned date for the Closing, which shall be not more than 60 days after the date of the giving of Seller’s notice. If Seller either does not elect to do so or, having elected to make such repairs and restorations, fails to complete the same on or before said adjourned date for the Closing, Purchaser shall have the following options:
Risk of Loss; Casualty. The risk of loss (other than the risk of SABS-related Losses) with respect to the Assets shall remain with the Seller until the Closing. In the event of any loss (other than SABS-related Losses), damage, or destruction to the Assets (including the Leased Real Property or the improvements thereon), resulting in losses of $50,000 or greater, after the date hereof and prior to the Closing, whether by fire, theft, vandalism, terrorism, flood, earthquake, force majeure or other cause or casualty (a “Casualty”), the Seller shall promptly notify the Purchaser of the occurrence thereof. Upon receipt of such notice, the Purchaser shall have the right to terminate this Agreement in accordance with the provisions of Section 11.1(d). In the event of such Casualty, if the Purchaser chooses not to terminate the Agreement, at the Seller’s option, the Seller shall have the right to (i) repair and restore the loss, damage or destruction before or after the Closing, in which event (a) the Seller shall cause the Assets to be restored to substantially the condition in which they existed immediately prior to the Casualty, (b) the Seller shall be entitled, but not obligated, to postpone the Closing for up to thirty (30) Business Days upon written notice of such postponement to the Purchaser, which notice shall specify a new date for the Closing, and (c) if such repair and restoration work is not completed at Closing, the Purchaser shall have the right to withhold that portion of the Purchase Price equal to the estimated cost of repair and restoration for such Assets, which shall be paid to the Seller promptly upon completion of the repair and restoration work, or (ii) without repairing the Casualty, and without recourse or warranty, assign to the Purchaser at the Closing all of the Seller’s right, title and interest, if any, in and to all insurance proceeds payable with respect to the Casualty, and pay the Purchaser the amount of the deductible (or the self-insured retainage) under the Seller’s insurance policy covering the Assets, whereupon the Closing shall take place as if no Casualty had occurred and without any reduction in the Purchase Price.
Risk of Loss; Casualty. Purchaser acknowledges that the Residence Declaration sets forth the minimum insurance coverage responsibilities of the Residence Association governing the Unit and accepts the same.
Risk of Loss; Casualty. Prior to the Closing, any loss or damage to the Purchased Assets from fire, casualty or otherwise shall be the sole responsibility of Seller. Thereafter, any such loss or damage shall be the sole responsibility of Purchaser.
Risk of Loss; Casualty. Until the Closing Date, the risk of loss or damage to any of the Purchased Assets by fire or other casualty or any cause whatsoever shall be upon the Sellers and Shareholders. In the event of damage or destruction or loss, as a result of fire or other elements, or other casualty or any cause whatsoever, whether or not beyond any Party’s control, of any of the Purchased Assets or the Excluded Assets such that, in Purchaser’s reasonable judgment, the Sellers and Shareholders will not be able to perform their obligations under this Agreement or any other Transaction Document, or Sellers’ or Shareholders’ ability to perform under this Agreement or any other Transaction Document is or will be materially adversely affected, the Purchaser and Autobytel shall have the right to terminate this Agreement by serving upon the Sellers and Shareholders, on or before the Closing Date, written notice of its election to so terminate. Sellers and Shareholders agree to give the Purchaser written notice of any damage or destruction to any of the Purchased Assets or any Excluded Assets with full details of the nature and extent thereof, and the Purchaser and Autobytel shall have an opportunity to review the extent of such damage and destruction. If the Purchaser and Autobytel shall not elect in a writing delivered to Sellers and Shareholders to terminate this Agreement, or in the event of any destruction or damage or loss not giving rise to any right in Purchaser to terminate this Agreement, this Agreement shall remain in full force and effect and all insurance proceeds paid or payable with respect to any damaged or destroyed or lost property or assets of Sellers which would have been included in the Purchased Assets and purchased by the Purchaser hereunder on the Closing Date, shall constitute Purchased Assets and shall be payable, and remitted by Sellers or Shareholders, to the Purchaser on the later to occur of the Closing Date or when received by any Seller or Shareholder (or Affiliate thereof).
Risk of Loss; Casualty. Notwithstanding any other provision hereof to the contrary, the risk of loss or damage to any of the Assets, the Facilities and all other property, transfer of which is contemplated by this Agreement, shall be borne by Sellers until the Effective Time and by Buyers after the Effective Time.
Risk of Loss; Casualty. Except as otherwise provided in this Section ý5.06, during the Interim Period, all risk of loss or damage to the property or assets of the ProjectCos including the Projects, shall, as between Purchaser and Seller, be borne by Seller unless such loss is caused or created by Purchaser. If during the Interim Period, the property or assets of the ProjectCos, including the Projects, are damaged by fire or other casualty (each such event, an “Event of Loss”), or are taken by a Governmental Authority by exercise of the power of eminent domain (each, a “Taking”), then the following provisions of this Section 5.06 shall apply:
Risk of Loss; Casualty. Until the Closing Date, the risk of loss or damage to any of the Purchased Assets by fire or other casualty or any cause whatsoever shall be upon Seller. In the event of damage or destruction or loss to the extent of more than twenty percent (20%) of the aggregate fair market value of the Purchased Assets, computed as of the Closing Date, as a result of fire or other elements, or other casualty or any cause whatsoever, whether or not beyond any party's control, Purchaser shall have the right to terminate this Agreement by serving upon Seller, on or before the Closing Date, written notice of its election to terminate. Seller agrees to give Purchaser written notice of any damage or destruction to any of the Purchased Assets with full details of the nature and extent thereof, and Purchaser shall have an opportunity to review the extent of such damage and destruction. If Purchaser shall not elect in a writing delivered to Seller to terminate this Agreement or in the event of any destruction or damage or loss not giving rise to any right in Purchaser to terminate this Agreement, this Agreement shall remain in full force and effect and all insurance proceeds payable with respect to any damaged or destroyed or lost property, which property would have been purchased by Purchaser hereunder on the Closing Date, shall be payable to Purchaser on the later of the Closing Date or when received from the insurance carrier by Seller.
Risk of Loss; Casualty. Prior to the Closing, any loss or damage to the Transferred Inventory from fire, casualty or otherwise shall be the sole responsibility of Depomed. Thereafter, any such loss or damage shall be the sole responsibility of Collegium. Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***].
Risk of Loss; Casualty. (a) The risk of loss or damage to the Property, by fire or other casualty, until the Closing, except if caused by Purchaser, is assumed by Seller, but without any obligation of Seller to repair or restore such loss or damage unless Seller elects to do so as hereinafter provided. Seller shall notify Purchaser of the occurrence of any such loss or damage to the Property within ten (10) business days after such occurrence or by the date of Closing, whichever first occurs, and by such Notice shall state whether or not Seller elects to repair or restore the Property. If Seller elects to repair and restore the Property, Seller's Notice shall set forth an adjourned date for the Closing, which shall be not more than ninety (90) days after the date of the giving of Seller's Notice. If Seller does not elect to repair and restore the Property or, if Seller elects to repair and restore the Property but fails to complete the same on or before the adjourned Closing date, Purchaser shall either:
