If No Termination Clause Samples

If No Termination. If a Casualty occurs and Buyer either does not have or elects not to exercise the right under Section 9.3.1 to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall receive: (i) a credit against the Purchase Price equal to (A) the amount, if any, of Proceeds received by Seller prior to Closing in connection with such Casualty, plus (B) the lesser of the “deductible” or self retained limit under the property hazard insurance covering the Property or the reasonably estimated cost of repairing, restoring or replacing the portion of the Property damaged or destroyed by such Casualty, minus (C) the amount (if any) actually expended by Seller to repair, restore or replace the damaged portions of the Property; and (ii) an assignment of Seller’s rights to all Proceeds which may then be or thereafter become payable. If the credit formula specified in clause (A) above results in a negative number, then Seller (rather than Buyer) shall be entitled to a credit, in the amount by which (i) the amount actually expended by Seller to repair, restore or replace the damaged portions of the Property exceeds (ii) the Proceeds received by Seller; but if such credit to Seller would exceed the amount of Proceeds assigned to Buyer at Closing (or if there are no Proceeds to assign), then Seller shall instead retain the right to receive such Proceeds (if any) and receive no credit.

If No Termination. If a Casualty occurs and Buyer either does not have or elects not to exercise the right under Section 12.01 to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall receive: (a) a credit against the Purchase Price equal to (A) the amount, if any, of Proceeds received by Seller prior to Closing in connection with such Casualty, plus (B) the “deductible” or self retained limit under the property hazard insurance covering the Real Property, minus (C) the amount (if any) actually expended by Seller to repair, restore or replace the damaged portions of the Real Property; and (b) an assignment of Seller’s rights to all Proceeds which may then be or thereafter become payable. Except for emergency repairs required to prevent an imminent peril to human health or safety or to avoid further material damage to the Real Property, Seller shall not begin any repair, restoration or replacement without Purchaser’s written approval, which Real Property shall not unreasonably withhold or delay.

If No Termination. (1) If, prior to Closing, any part of the Hotel Premises of any Hotel is damaged or destroyed (a “Casualty”), and Buyer either does not have or elects not to exercise the right under Section 9.3(a) to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Seller (subject to the following proviso) shall be entitled to all insurance proceeds, or other amounts that have been paid or may thereafter be payable to or for the account of any Seller in connection with such Casualty (“Proceeds,” including any amounts recoverable under any rent loss or business interruption policy to the extent applicable to periods prior to Closing); provided, that, Buyer shall be entitled to any amounts recoverable under any rent loss or business interruption policy to the extent applicable to periods on and after Closing and Seller shall assign the right to receive such amounts to Buyer at Closing. At Closing, Buyer shall receive a credit against the Purchase Price equal to the amount of the reasonably estimated cost of repairing, restoring or replacing such Casualty, as determined by a contractor reasonably selected by Buyer, which contractor is not an Affiliate of Buyer (an “Independent Contractor”). If any Casualty shall be partially repaired, restored or replaced as of the Closing Date, Buyer shall be entitled to the reasonably estimated costs of completing such repair, restoration or replacement, as determined by an Independent Contractor, and Sellers shall assign to Buyer any contracts for such repair, restoration or replacement as Buyer shall elect prior to Closing. (2) If, prior to Closing, any part of the Hotel Premises of any Hotel is taken by eminent domain (a “Condemnation”), and Buyer either does not have or elects no to exercise the right under Section 9.3(a) to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall be entitled to all condemnation awards that have been paid or may thereafter be payable to or for the account of any Seller in connection with such Condemnation. At Closing, Buyer shall receive a credit against the Purchase Price equal to the amount of any award for such Condemnation already received by any Seller.

If No Termination. (1) If, prior to Closing, any part of the Hotel Premises of any Hotel is damaged or destroyed (a "Casualty"), and Buyer either does not have or elects not to exercise the right under Section 9.3(a) to terminate this Agreement, this Agreement shall continue in force and, upon Closing: (A) If such Casualty shall be covered by casualty insurance, Buyer shall be entitled to a credit against the Purchase Price equal to the sum of (1) the difference (if a positive number) between (i) the reasonably estimated cost of repairing, restoring

If No Termination. In the event of a Condemnation of less than a material portion of the Premises and Improvements, or a Condemnation of a material portion in which neither party exercises its right of termination under Section 10.4.1, this Agreement shall remain in force and effect as to the remaining part of the Hotel and Owner shall use the compensation paid on account of such Condemnation (the “Award”) for Restoration. The balance of any Awards shall belong to Owner.

If No Termination. In the event that a Material Casualty or any other damage, destruction or taking of the Property by eminent domain occurs and neither Party has or elects to exercise a permitted right to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall be entitled to all insurance proceeds (other than proceeds of rent loss or business interruption insurance which are allocable to periods before Closing), condemnation awards or other amounts which have been paid or may thereafter be payable to Seller by any person in connection with such Casualty ("Proceeds"), and at Closing Seller shall pay over to Buyer the amount of any Proceeds already received by Seller (except to the extent expended by Seller to repair or restore the Property), assign Buyer all of Seller's rights to Proceeds which may then be or thereafter become payable and credit Buyer with an amount equal to the least of (A) the "deductible" under the applicable property hazard insurance policy or (B) the reasonably estimated cost of repairing or restoring the Property.

If No Termination. In the event Buyer does not terminate this Agreement pursuant to Section 6.1 above or in the event of the occurrence of any casualty to the Property after the Effective Date and before the close of Escrow which shall cost Two Hundred Thousand Dollars ($200,000.00) or less, will take less than six (6) months to repair and will not allow any Tenant to terminate its Lease, or the commencement of any eminent domain or condemnation proceedings with respect to any non-material portion of the Property, the obligations of the parties hereunder shall be unaffected and the parties shall proceed to close of Escrow without reduction of the Purchase Price. In such case, Seller shall deliver to Buyer, on the Closing Date, as applicable (i) the proceeds, if any, of all insurance coverage applicable to such damage previously received by Seller and an assignment of all insurance proceeds, if any, applicable thereto, plus an amount equal to the lesser of (1) the deductible amount under Seller’s casualty insurance policy, or (2) the difference obtained by subtracting the insurance proceeds available on account of such damage from the reasonable cost to repair or restore the damaged property, or (ii) the condemnation proceeds, if any, previously received by Seller and an assignment of all condemnation proceeds, if any, applicable thereto. Seller shall not settle any insurance or condemnation claim without the prior written consent of Buyer which shall not be unreasonably withheld or delayed.

If No Termination. In the event that a Casualty occurs and Buyer either does not have or does not elect to exercise a right to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall be entitled to all insurance proceeds, condemnation awards or other amounts which have been paid or may thereafter be payable to FFLP or Seller by any person in connection with such Casualty ("Proceeds"), and at Closing Seller shall pay over to Buyer the amount of any Proceeds already received by FFLP or Seller and shall assign Buyer all of Seller's or FFLP's rights to Proceeds which may then be or thereafter become payable.

If No Termination. If a Casualty occurs and Buyer either does not or elects not to exercise the right under Section 9.3.1 to terminate this Agreement, this Agreement shall continue in force and, upon Closing, Buyer shall receive, at Buyer’s election: (i) a credit against the Purchase Price equal to the lesser of (A) the “deductible” or self-retained limit under the property hazard insurance covering the Hotel and (B) the cost to repair, restore or replace the damaged portions of the Hotel (less any amounts already expended by Seller); or (ii) an assignment of Seller’s rights to all Proceeds which may then be or thereafter become payable.