Common use of Material Casualty Clause in Contracts

Material Casualty. Transferors shall notify Transferee in writing on the next business day, and in no event later than 24 hours, if, after the date of this Agreement and prior to the Closing, all or any part of a Pipeline and Terminal Asset is damaged or destroyed by fire or other casualty and such damage or destruction, individually or in the aggregate, constitutes a Material Damage or Condemnation. Transferee shall have the option, exercisable within ten days after receipt of such written notice from Transferors (but before Closing), to elect ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT by written notice to Transferors to terminate this Agreement; provided, however, that such election by Transferee to terminate this Agreement shall not be effective if: (i) such damaged or destroyed Pipeline and Terminal Asset can be repaired or replaced to the state in which such asset existed immediately preceding such damage or destruction within 120 days from the date of Transferors' receipt of Transferee's notice of termination; and (ii) within ten days after Transferors' receipt of Transferee's notice of termination, Transferors give Transferee written notice of Transferors' election to repair or replace such damaged or destroyed Pipeline and Terminal Asset at Transferors' sole expense (including any insurance proceeds attributable thereto under insurance policies of Transferors or any of their respective affiliates). If Transferors elect to repair or replace such damaged Pipeline and Terminal Asset pursuant to the foregoing, Transferors shall be obligated to proceed in good faith to diligently repair or replace such damaged or destroyed Pipeline and Terminal Asset to the state in which such asset existed immediately preceding such damage or destruction and the Closing Date shall be extended until the third business day following the date on which Transferors and Transferee mutually agree that such damaged Pipeline and Terminal Asset has been so repaired or replaced, such mutual agreement not to be unreasonably withheld, conditioned or delayed; provided, however, this Agreement shall terminate, at Transferee's option, if such damaged asset is not so repaired or replaced by the earlier of (x) 120 days from the date of Transferor's receipt of Transferee's aforesaid notice of termination or (y) the Termination Date.

Material Casualty. Transferors shall notify Transferee in writing on the next business day, and in no event later than 24 hours, if, If after the date of this Agreement Lease and prior to the Closing, all or any part of a Pipeline and Terminal Asset the Leased Property is damaged or destroyed by fire or other casualty and such damage or destruction, individually or in the aggregate, constitutes destruction has a Material Damage or Condemnation. Transferee Adverse Effect: (1) Lessee shall have the option, exercisable within ten days after receipt of such receiving written notice thereof from Transferors Lessor (but before Closing), to elect ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT by written notice to Transferors Lessor to terminate this AgreementLease; provided, however, that such election by Transferee Lessee to terminate this Agreement Lease shall not be effective if: (i) such damaged or destroyed Pipeline and Terminal Asset Leased Property can be repaired or replaced to the state in which such asset it existed immediately preceding such damage or destruction within 120 180 days from the date of Transferors' Lessor's receipt of TransfereeLessee's notice of termination; , and (ii) within ten days after Transferors' Lessor's receipt of TransfereeLessee's notice of termination, Transferors give Transferee Lessor gives Lessee written notice of Transferors' Lessor's election to repair or replace such damaged or destroyed Pipeline and Terminal Asset Leased Property at Transferors' Lessor's sole expense (including any insurance proceeds attributable thereto under insurance policies of Transferors Lessor or any of their respective affiliatesits Affiliates). If Transferors elect Lessor elects to repair or replace such damaged Pipeline and Terminal Asset Leased Property pursuant to the foregoing, Transferors Lessor shall be obligated to proceed in good faith to diligently repair or replace such damaged or destroyed Pipeline and Terminal Asset Leased Property to the state in which such asset it existed immediately preceding such damage or destruction and the Closing Date shall be extended until the third business day Business Day following the date on which Transferors Lessor and Transferee Lessee mutually agree that such damaged Pipeline and Terminal Asset Leased Property has been so repaired or replaced, such mutual agreement not to be unreasonably withheld, conditioned withheld or delayed; provided, however, this Agreement Lease shall terminate, at TransfereeLessee's option, if such damaged asset Leased Property is not so repaired or replaced by the earlier of (x) 120 within 180 days from the date of TransferorLessor's receipt of TransfereeLessee's aforesaid notice of termination termination. (2) If Lessee does not exercise its option to terminate this Lease within the time period provided in Section 2.7(a), Lessor shall have the option, exercisable within 25 days after Lessor gives Lessee written notice of such damage or destruction pursuant to Section 2.7(a) (ybut before Closing), to elect by written notice to Lessee to terminate this Lease; provided, however, that such election by Lessor to terminate this Lease shall not be effective if within ten days after Lessee's receipt of Lessor's notice of termination, Lessee gives Lessee written notice of Lessee's election to repair or replace such damaged or destroyed Leased Property to the state in which it existed immediately preceding such damage or destruction using any net insurance proceeds attributable thereto under insurance policies of Lessor or its Affiliates, but otherwise at Lessee's sole expense (including any insurance proceeds attributable thereto under insurance policies of Lessee or its Affiliates). If Lessee elects to repair or replace such damaged Leased Property pursuant to the foregoing, then following the Closing Lessee shall be obligated to proceed in good faith to diligently repair or replace such damaged or destroyed Leased Property to the state in which it existed immediately preceding such damage or destruction. In such event, (i) all insurance proceeds paid on account of such damage or destruction under insurance policies held by Lessor or its Affiliates (less any reasonable costs and expenses incurred in collecting same) shall be made available for the Termination Datepayment of the cost of such Work of repairing or replacing the same subject to Lessee furnishing reasonable evidence of the costs incurred by Lessee for such Work to Lessor or Lessor's or its Affiliate's insurance carrier(s) and (ii) all such insurance proceeds not applied to such Work shall be delivered to Lessee up to the amount of the deductible applicable to such insurance and any excess shall be retained by Lessor or its Affiliates as its or their sole property.

Material Casualty. Transferors shall notify Transferee in writing on the next business day, and in no event later than 24 hours, if, If after the date of this Agreement Lease and prior to the Closing, all or any part of a Pipeline and Terminal Asset the Leased Property is damaged or destroyed by fire or other casualty and such damage or destruction, individually or in the aggregate, constitutes destruction has a Material Damage or Condemnation. Transferee Adverse Effect: (1) Lessee shall have the option, exercisable within ten days after receipt of such receiving written notice thereof from Transferors Lessor (but before Closing), to elect ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT by written notice to Transferors Lessor to terminate this AgreementLease; provided, however, that such election by Transferee Lessee to terminate this Agreement Lease shall not be effective if: (i) such damaged or destroyed Pipeline and Terminal Asset Leased Property can be repaired or replaced to the state in which such asset it existed immediately preceding such damage or destruction within 120 180 days from the date of Transferors' Lessor's receipt of Transferee's Lessee' s notice of termination; , and (ii) within ten days after Transferors' Lessor's receipt of TransfereeLessee's notice of termination, Transferors give Transferee Lessor gives Lessee written notice of Transferors' Lessor's election to repair or replace such damaged or destroyed Pipeline and Terminal Asset Leased Property at Transferors' Lessor's sole expense (including any insurance proceeds attributable thereto under wider insurance policies of Transferors Lessor or any of their respective affiliatesits Affiliates). If Transferors elect Lessor elects to repair or replace such damaged Pipeline and Terminal Asset Leased Property pursuant to the foregoing, Transferors Lessor shall be obligated to proceed in good faith to diligently repair or replace such damaged or destroyed Pipeline and Terminal Asset Leased Property to the state in which such asset it existed immediately preceding such damage or destruction and the Closing Date shall be extended until the third business day Business Day following the date on which Transferors Lessor and Transferee Lessee mutually agree that such damaged Pipeline and Terminal Asset Leased Property has been so repaired or replaced, such mutual agreement not to be unreasonably withheld, conditioned withheld or delayed; provided, however, this Agreement Lease shall terminate, at TransfereeLessee's option, if such damaged asset Leased Property is not so repaired or replaced by the earlier of (x) 120 within 180 days from the date of TransferorLessor's receipt of TransfereeLessee's aforesaid notice of termination termination. (2) If Lessee does not exercise its option to terminate this Lease within the time period provided in Section 2.7(a), Lessor shall have the option, exercisable within 25 days after Lessor gives Lessee written notice of such damage or destruction pursuant to Section 2.7(a) (ybut before Closing), to elect by written notice to Lessee to terminate this Lease; provided, however, that such election by Lessor to terminate this Lease shall not be effective if within ten days after Lessee's receipt of Lessor's notice of termination, Lessee gives Lessee written notice of Lessee's election to repair or replace such damaged or destroyed Leased Property to the state in which it existed immediately preceding such damage or destruction using any net insurance proceeds attributable thereto under insurance policies of Lessor or its Affiliates, but otherwise at Lessee's sole expense (including any insurance proceeds attributable thereto under insurance policies of Lessee or its Affiliates). If Lessee elects to repair or replace such damaged Leased Property pursuant to the foregoing, then following the Closing Lessee shall be obligated to proceed in good faith to diligently repair or replace such damaged or destroyed Leased Property to the state in which it existed immediately preceding such damage or destruction. In such event, (i) all insurance proceeds paid on account of such damage or destruction under insurance policies held by Lessor or its Affiliates (less any reasonable costs and expenses incurred in collecting same) shall be made available for the Termination Datepayment of the cost of such Work of repairing or replacing the same subject to Lessee furnishing reasonable evidence of the costs incurred by Lessee for such Work to Lessor or Lessor's or its Affiliate's insurance carrier(s) and (ii) all such insurance proceeds not applied to such Work shall be delivered to Lessee up to the amount of the deductible applicable to such insurance and any excess shall be retained by Lessor or its Affiliates as its or their sole property.

Material Casualty. Transferors shall notify Transferee in writing on the next business day, and in no event later than 24 hours, if, after the date of this Agreement and prior to the Closing, all or any part of a Pipeline and Terminal Asset is damaged or destroyed by fire or other casualty and such damage or destruction, individually or in the aggregate, constitutes a Material Damage or Condemnation. Transferee shall have the option, exercisable within ten days after receipt of such written notice from Transferors (but before Closing), to elect ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT by written notice to Transferors to terminate this Agreement; provided, however, that such election by Transferee to terminate this Agreement shall not be effective if: (i) such damaged or destroyed Pipeline and Terminal Asset can be repaired or replaced to the state in which such asset existed immediately preceding such damage or destruction within 120 days from the date of Transferors' ’ receipt of Transferee's ’s notice of termination; and (ii) within ten days after Transferors' ’ receipt of Transferee's ’s notice of termination, Transferors give Transferee written notice of Transferors' ’ election to repair or replace such damaged or destroyed Pipeline and Terminal Asset at Transferors' ’ sole expense (including any insurance proceeds attributable thereto under insurance policies of Transferors or any of their respective affiliates). If Transferors elect to repair or replace such damaged Pipeline and Terminal Asset pursuant to the foregoing, Transferors shall be obligated to proceed in good faith to diligently repair or replace such damaged or destroyed Pipeline and Terminal Asset to the state in which such asset existed immediately preceding such damage or destruction and the Closing Date shall be extended until the third business day following the date on which Transferors and Transferee mutually agree that such damaged Pipeline and Terminal Asset has been so repaired or replaced, such mutual agreement not to be unreasonably withheld, conditioned or delayed; provided, however, this Agreement shall terminate, at Transferee's ’s option, if such damaged asset is not so repaired or replaced by the earlier of (x) 120 days from the date of Transferor's ’s receipt of Transferee's ’s aforesaid notice of termination or (y) the Termination Date.

Material Casualty. Transferors shall notify Transferee in writing on the next business day, and in no event later than 24 hours, if, If after the date of this Agreement and prior to the Closing, all or any part of a the Assets or McMurrey Pipeline and Terminal Asset System is damaged or destroyed by fire or other casualty and ca▇▇▇▇▇▇ ▇nd such damage or destruction, individually or in the aggregate, constitutes destruction has a Material Damage or Condemnation. Transferee Adverse Effect, Buyers shall have the option, exercisable within ten thirty (30) days after receipt of such receiving written notice thereof from Transferors Seller (but before Closingand the date for Closing shall be deemed extended to the extent necessary for Buyers to have such full, thirty (30) day election period), to elect ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT by written notice to Transferors Seller to terminate this Agreement; provided, however, that such election by Transferee Buyers to terminate this Agreement shall not be effective if: (i) such damaged or destroyed Assets or McMurrey Pipeline and Terminal Asset System can be repaired or replaced to the state in which such asset sta▇▇ ▇▇ ▇▇ich they existed immediately preceding such damage or destruction within 120 days from the date of Transferors' Seller's receipt of Transferee's Buyers' notice of termination; , and (ii) within ten (10) days after Transferors' Seller's receipt of Transferee's Buyers' notice of termination, Transferors give Transferee Seller gives Buyers written notice of Transferors' Seller's election to repair or replace such damaged or destroyed Assets or McMurrey Pipeline and Terminal Asset System at Transferors' Seller's sole expense (including any insurance an▇ ▇▇▇▇▇▇nce proceeds attributable thereto under insurance policies of Transferors Seller or any of their respective affiliatesits Affiliates). If Transferors elect Seller elects to repair or replace such damaged Assets or McMurrey Pipeline and Terminal Asset System pursuant to the foregoing, Transferors Seller shall be obligated ▇▇▇▇▇▇▇▇d to proceed in good faith to diligently repair or replace such damaged or destroyed Assets or McMurrey Pipeline and Terminal Asset System to the state in which such asset the same existed immediately imme▇▇▇▇▇▇▇ preceding such damage or destruction and the Closing Date shall be extended until the third business day Business Day following the date on which Transferors Seller and Transferee Buyers mutually agree that such damaged Assets or McMurrey Pipeline and Terminal Asset has System have been so repaired or replaced, such mutual agreement mut▇▇▇ ▇▇▇▇ement not to be unreasonably withheld, conditioned or delayed; provided, however, this Agreement shall terminate, at Transferee's Buyers' option, if such damaged asset is Assets or McMurrey Pipeline System are not so repaired or replaced by the earlier of (x) within 120 days from ▇▇▇▇ ▇▇▇m the date of TransferorSeller's receipt of Transferee's Buyers' aforesaid notice of termination or (y) the Termination Datetermination.