Common use of Material Casualty Clause in Contracts

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. Section 12.5. Entire Agreement This Agreement (including the Confidentiality Agreement), the Transaction Agreements and the Appendices, Schedules, and Exhibits hereto contain the entire agreement between the parties with respect to the subject matter hereof and there are no agreements, understandings, representations, or warranties between the parties other than those set forth or referred to herein. Section 12.6. Expenses Except as otherwise provided herein, all other costs and expenses incurred by each party hereto in connection with all things required to be done by it hereunder, including attorney’s fees, accountant fees and the expense of environmental and title examination, shall be borne by the party incurring such costs and expenses.