Destruction, Damage, or Taking Before Closing Sample Clauses

The 'Destruction, Damage, or Taking Before Closing' clause outlines the procedures and responsibilities if the property suffers significant harm or is subject to eminent domain before the sale is finalized. Typically, this clause specifies whether the buyer or seller bears the risk of loss, how insurance proceeds are handled, and what options are available to the parties, such as terminating the contract or adjusting the purchase price. Its core function is to allocate risk and provide clear guidance on how to proceed if the property is damaged or taken prior to closing, thereby preventing disputes and ensuring both parties understand their rights and obligations in such situations.
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Destruction, Damage, or Taking Before Closing. If, before Closing, all or any material part of the Land or Improvements are destroyed or damaged, or become subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Buyer thereof. Buyer may elect to proceed with the Closing (subject to the other provisions of this Agreement and with no reduction in the Purchase Price) by delivering notice thereof to Seller within five (5) business days of receipt of Seller's notice respecting the damage, destruction, or taking, but in such event Buyer shall be entitled to all insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary or appropriate, Seller shall assign to Buyer at Closing Seller's rights to such proceeds or awards. If, within five (5) business days of receipt of Seller's notice respecting the damage, destruction, or taking, Buyer notifies Seller of its intent to terminate this Agreement, or if Buyer gives no notice within such period, then Buyer shall be deemed to have terminated this Agreement pursuant to Section 11(b). For the purposes of this Section 10, damage or a taking shall be considered to be "material" if the value of the portion of the Land or Improvements damaged or taken exceeds an amount equal to twenty five percent (25%) of the Purchase Price, or, in the case of a taking, if the portion of the Land or Improvements taken are such that Tenant has the right to terminate the Lease.
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Destruction, Damage, or Taking Before Closing. In the event of damage to or destruction of all or any portion of the Property by fire or other casualty, Seller shall promptly notify Buyer. If Seller reasonably estimates that $50,000.00 or less is required to be expended to repair or restore the damaged or destroyed Property or portion thereof ("Repair Cost"), this Agreement shall remain in full force and effect, and Seller shall, at its option, either (i) repair such damage or destruction, or, if such damage or destruction has not been repaired prior to Closing, (ii) require Buyer to take title to the Property, assign to Buyer all available casualty insurance proceeds and indemnify Buyer (in form and content satisfactory to Buyer) for all costs and expenses of repair in excess of available insurance proceeds. If Seller reasonably estimates that the Repair Cost exceeds $50,000.00, Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of notice from Seller as set forth above, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate, this Agreement shall remain in full force and effect, Buyer shall take title to the Property subject to such damage to or destruction, with an assignment by Seller to Buyer of all available casualty insurance proceeds. In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of the Property, Seller shall promptly notify Buyer. Buyer shall have, as its sole and exclusive remedies, (i) the option to terminate this Agreement in accordance with Section 14 within ten (10) business days after its receipt of such notice from Seller, by notice in writing to Seller, or (ii) if Buyer does not elect to terminate this Agreement, this Agreement shall remain in full force and effect, Buyer shall be obligated to consummate this transaction for the full Purchase Price, and Buyer shall be entitled to receive all eminent domain awards and, to the extent the same may be necessary and appropriate, Seller shall assign to Buyer at Closing Seller's rights to such awards. In no event shall the Purchase Price be reduced, except to the extent of any deductible amounts payable in connection with insurance proceeds assigned by Seller to Buyer.
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Destruction, Damage, or Taking Before Closing. If, before Closing, all or any part of the Land or Improvements are destroyed or damaged, or become subject to condemnation or eminent domain proceedings, then Seller shall promptly notify Purchaser thereof. Purchaser shall have the right to elect to proceed with the Closing (subject to the other provisions of this Agreement) by delivering notice thereof to Seller within five (5) business days of receipt of Seller's notice respecting the damage, destruction, or taking, but Purchaser shall be entitled to all insurance proceeds or condemnation awards payable as a result of such damage or taking and, to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing Seller's rights to such proceeds or awards. If, within five (5) business days of receipt of Seller's notice respecting the damage, destruction, or taking, Purchaser notifies Seller of its intent to terminate this Agreement, or if Purchaser gives no notice within such period, then Purchaser shall be deemed to have terminated this Agreement pursuant to Section 12(b) hereof.
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Destruction, Damage, or Taking Before Closing. If, before Closing, all or any part of the Land, Improvements or Personalty are destroyed or damaged, or become subject to condemnation or eminent domain proceedings (a “material damage or taking”), then Seller shall promptly notify Purchaser thereof, and either Seller or Purchaser may elect to terminate this Agreement by delivering written notice thereof to the other. If this Agreement is terminated, except for obligations of Purchaser which survive termination of this Agreement, the parties shall have no further obligations hereunder. If neither part elects to terminate this Agreement, Seller shall, at its sole cost and expense but having full entitlement to use all insurance proceeds or condemnation awards payable as a result of such damage or taking, restore the Property to substantially the same condition in which it existed prior to occurrence of such casualty or condemnation and the Closing shall be postponed if necessary to complete such restoration.
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Destruction, Damage, or Taking Before Closing. (a) In the event of damage to or destruction of all or any portion of the Property by fire or other casualty, Seller shall promptly deliver to Buyer written notice thereof, which notice shall contain reasonable detail regarding such damage or destruction, including without limitation Seller's reasonable estimate of the amount required to be expended to repair or restore the damaged or destroyed Property or portion thereof. If Seller does not cause all damaged or destroyed Property to be repaired or replaced (to Buyer's satisfaction, in its sole discretion) on or before the Closing Date, then Buyer may elect, in its sole discretion, to either (i) purchase the Property subject to such damage or destruction without a reduction in the Purchase Price but with an assignment of available insurance proceeds, or; (ii) terminate this Agreement. (b) In the event of an eminent domain taking or the issuance of a notice of an eminent domain taking with respect to all or any portion of any Property, Seller shall promptly deliver to Buyer written notice thereof, which notice shall contain reasonable detail regarding such taking (the "Taking Notice"). Within ten (10) business days after Buyer's receipt of the Taking Notice, Buyer may elect, in its sole discretion, to either (i) purchase the Property subject to such taking without a reduction in the Purchase Price, but with an assignment of all condemnation awards and proceeds, or; (ii) terminate this Agreement.
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Destruction, Damage, or Taking Before Closing. It at any time prior to the Closing, any portion of the Leased Premises, Acquired Assets and/or the Project is destroyed or damaged as a result of fire or any other cause whatsoever, or becomes subject to condemnation or eminent domain proceedings, Seller shall promptly give notice thereof to Buyer, and Buyer shall have fifteen (15) days after such notice in which to either: (1) accept the assignment of the Master Lease Documents, and/or Acquired Assets as applicable in their respective destroyed and/or damaged condition, or subject to such condemnation or eminent domain proceedings, by giving written notice thereof to Seller, in which event at Closing Seller shall assign to Buyer all proceeds of insurance or condemnation awards for such damage or condemnation with no reduction or abatement in the Purchase Price; or (ii) terminate this Agreement by giving notice to such effect to Seller, and upon the giving of such notice to Buyer, the Escrow Agent shall promptly return Escrow Deposit to Buyer.
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Destruction, Damage, or Taking Before Closing. Before the Closing, Seller bears the risk of loss with regard to the Property. If, before the Closing, the Property or any substantial portion of it is destroyed or damaged, or becomes subject to a taking by eminent domain, Purchaser may either (i) terminate this Contract and receive back the Earnest Money, and neither party will have any further ri▇▇▇▇ ▇▇ obligations under this Contract except as set forth in Section 4(c) and (d); or (ii) proceed with the Closing of the Property, and Seller will assign to Purchaser all insurance or condemnation proceeds available as a result of such damage, destruction, or taking.
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Destruction, Damage, or Taking Before Closing 
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Related to Destruction, Damage, or Taking Before Closing

  • Damage or Destruction (a) If the Premises shall be damaged by fire or other casualty, the Landlord shall collect the proceeds of such insurance and immediately and with all due diligence commence to repair such damage at its expense. From the date the damage occurs to the date the repairs are complete, the rent due hereunder shall be reduced by the same percentage as the percentage of the Premises which, in the Tenant's reasonable judgment, cannot be safely, economically or practically used for the operation of the Tenant's business. Anything herein to the contrary notwithstanding, if in the Tenant's reasonable judgment, any damage or destruction to the Premises from any cause whatsoever cannot be repaired within one hundred eighty (180) days following the date such damage occurs, the Tenant may terminate this Lease by written notice to the Landlord given within ninety (90) days following the occurrence of such damage. In addition, if any damage or destruction to the Premises from any cause whatsoever cannot be repaired, in the Landlord's reasonable judgment, within one hundred eighty (180) days following the date such damage occurs and the Landlord elects not to repair such damage, the Landlord shall have the right to terminate this Lease by written notice to the Tenant given within ninety (90) days after the date such damage occurred provided that no more than three (3) calendar years remain in the term hereof. Notwithstanding the foregoing, if at the time the Landlord gives such termination notice any of the renewal options provided for in the Lease have not yet been exercised and the Tenant exercises a renewal option within thirty (30) days after receipt of the Landlord's termination notice, then this Lease shall not be terminated and the Landlord shall promptly commence restoration of the Premises. (b) In the event of a termination of the Lease pursuant to this paragraph, all insurance proceeds payable by reason of damage under policies required to be carried hereunder (excluding any insurance proceeds attributable to damage to the Tenant's inventory, trade fixtures, business or leasehold improvements paid for by the Tenant) shall be paid to the Landlord.

  • Casualty Damage (i) All provisions hereof to the contrary notwithstanding, in the event any fire, casualty, or other event renders such damage to the Leased Premises that is reasonably estimated to require more than twelve months from the date of such event to restore the Leased Premises or such damage completely destroys the same (collectively, “Casualty Damage”), and such Casualty Damage was not caused by the negligence or willful misconduct of Tenant or such Casualty Damage is not covered by the insurance required to be maintained by Tenant hereunder, then in that event MAC or Tenant shall have the right to terminate this Lease without payment of any penalty or Accelerated Rent upon notice to MAC or Tenant given within sixty days after the date of such casualty. All property insurance proceeds from Tenant’s insurance policy attributable to the building and the leasehold improvements on the Leased Premises shall be paid to MAC, and all such proceeds attributable to Tenant’s personal property and equipment shall be paid to Tenant. (ii) All provisions hereof to the contrary notwithstanding, in the event of Casualty Damage, and such Casualty Damage is caused by the negligence or willful misconduct of Tenant or any of its subtenants, invitees, agents, or employees, then in that event MAC shall have the right to terminate this Lease upon notice to Tenant given within sixty days after the date of such casualty. All property insurance proceeds from Tenant’s insurance policy attributable to the building and the leasehold improvements on the Leased Premises shall be paid to MAC, and all such proceeds attributable to Tenant’s personal property and equipment shall be paid to Tenant. (iii) In the event of any Casualty Damage for which Tenant or MAC has not timely exercised its termination right (if any) as aforesaid, Tenant shall proceed to repair and restore the Leased Premises with all due diligence, subject to delays due to force majeure, settling and adjusting the insurance claim, and receipt of insurance proceeds, and the insurance proceeds from Tenant’s insurance policy attributable to the leasehold improvements shall be paid to Tenant and held in trust for the repair of the Leased Premises and those proceeds attributable to Tenant’s personal property shall be paid to Tenant. MAC shall refund Tenant for its insurance deductible amounts paid pursuant to any Casualty Damage to the proportionate extent such Casualty Damage was caused by the intentional or negligent acts of MAC, or its employees, agents or contractors. Tenant shall collaborate in good faith with MAC in the design, development, repair, and reconstruction of the Leased Premises hereunder (including but not limited to providing MAC with access to meetings and draft plans and access to Tenant’s decision-making) and shall comply with the provisions and procedures set forth in Section 7 of this Lease in the performance of the repair and restoration of the Leased Premises following such Casualty Damage. (iv) If any Casualty Damage occurs that is not the fault of Tenant, or any of their subtenants, invitees, agents, or employees in any way making the Leased Premises substantially unusable, rent and all other charges shall be abated on a per day pro-rated basis during the time the Leased Premises are substantially unusable. No rent shall ▇▇▇▇▇ if damage resulted from any act of Tenant or their subtenants, invitees, agents or employees.

  • Damage or Destruction Condemnation (a) The risk of loss, damage or destruction to the Property by fire or other casualty or the taking of all or part of the Property by condemnation or eminent domain or by an agreement in lieu thereof until the Closing is assumed by Seller, except to the extent otherwise provided in paragraph 6(d) of this Contract. (b) In the event that the Property shall have been damaged or destroyed, the cost of repair or restoration of which would, in Buyer's and Seller's reasonable determination, exceed the sum of One Hundred Thousand and 00/100 Dollars ($100,000.00) (the "Casualty Amount"), then at Buyer's election, Seller shall, unless Seller has previously repaired or restored the Property to its former condition, either (i) pay over or assign to Buyer, on delivery of the Deeds all amounts recovered or recoverable on account of any insurance, together with amounts equal to any deductibles thereunder, less any amounts reasonably expended by Seller for partial restoration, or (ii) direct Escrow Agent to return the Deposit to Buyer in which case all other obligations of the parties hereto shall cease and this Contract shall be void and without recourse to the parties hereto, except such liabilities and obligations as expressly survive termination of this Contract. If the Property, or any part thereof, suffers any damage, the cost of repair or restoration of which would, in Buyer's and Seller's reasonable estimation, be less than the Casualty Amount, then Buyer shall consummate the Closing, without reduction in the Purchase Price, and accept the assignment of all amounts recovered or recoverable on account of any insurance, together with the amount of any deductibles thereunder, less any amounts reasonably expended by Seller for partial restoration. (c) If all or any portion of the Property is taken by condemnation, eminent domain or by agreement in lieu thereof, or any proceeding to acquire, take or condemn all or part of the Property is threatened or commenced, Buyer may either terminate this Contract (in which event Buyer shall be entitled to a return of the Deposit) or purchase the Property in accordance with the terms hereof, without reduction in the Purchase Price, together with an assignment of Seller's right to any award paid or payable by or on behalf of the condemning authority. If Seller has received payments from the condemning authority and if Buyer elects to purchase the Property, Seller shall credit the amount of said payments against the Purchase Price at the Closing. (d) Seller shall immediately notify Buyer of any damage or destruction to the Property or any notice received by it or information or awareness acquired by it regarding the threatening of or commencement of condemnation or similar proceedings.

  • Loss or Destruction Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant Certificate and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement or bond satisfactory in form, substance and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of this Warrant Certificate, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant Certificate of like tenor.

  • Major Damage In the event of Major Damage to a Property prior to the Closing Date, then the applicable Seller shall have no obligation to repair such Major Damage and shall notify Purchaser in writing of such damage or destruction (the “Damage Notice”). Within ten (10) days after Purchaser’s receipt of the Damage Notice, Purchaser may elect at its option to give a Termination Notice for the damaged Property to Seller’s Representative. If Purchaser does not elect to terminate this Agreement with respect to the damaged Property, this transaction shall be closed in accordance with the terms of this Agreement either, at the election of the applicable Seller, (a) for the full Purchase Price for the damaged Property notwithstanding any such damage or destruction, and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably required by the applicable Seller) of such Seller’ rights and obligations with respect to the insurance claim and related to such casualty, and thereafter Purchaser shall receive all remaining insurance proceeds pertaining to such claim (plus a credit against the applicable Purchase Price at Closing in the amount of any deductible payable by the applicable Seller in connection therewith and not spent by such Seller for demolition, site cleaning, restoration or other repairs); or (b) Purchaser shall receive a credit against the Base Purchase Price for the damaged Property for the full replacement costs of repair to the subject Property, plus, to the extent covered by such Seller’s insurance policy, any costs required pursuant to local code or zoning requirements, as determined by an independent third party reasonably acceptable to such Seller and Purchaser. In the event a Seller elects to assign such Seller's rights and obligations with respect to the insurance claim and related casualty to Purchaser as provided above, and if an AIMCO employee is the adjuster for the claim related thereto, Sellers covenant and agree that the adjuster shall act in accordance with standard insurance industry protocols in processing such claim (including, without limitation, the time taken to process such claim).