Common use of If No Termination Clause in Contracts

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, 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.