Material Loss. In the event that, prior to the Closing, the Real Property shall suffer a Material Loss or Seller shall receive notice of the commencement or the threat of commencement of any eminent domain or condemnation proceeding which involves any portion of the Real Property (“Condemnation Proceeding”), Seller shall immediately notify Buyer of such Material Loss or Condemnation Proceeding and, in such a case: (i) Buyer shall have the right to terminate this Agreement and the Escrow pursuant to the terms of Section 8.5(a) hereof; or (ii) accept the Property in its then existing condition and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to the terms and conditions described in this Section 8.3. In the event of a Material Loss, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay and assign to Buyer on the Closing any and all casualty insurance proceeds previously paid or payable to Seller, and Buyer shall be entitled to a credit against the Purchase Price in an amount equal to the sum of: (A) any insurance deductible; and (B) an amount equal to the estimated costs, fees and expenses to repair and/or replace the uninsured portion of the Material Loss. In the event of a Condemnation Proceeding, if Buyer exercises its right to purchase and acquire the Property in its present condition, then Seller shall pay or assign to Buyer on the Closing any amount of compensation, awards or other payments or relief previously paid or payable to Seller resulting from such Condemnation Proceeding. Buyer’s termination right or Buyer’s acceptance right shall be exercised by written notice to Seller within thirty (30) Calendar Days (but in no event later than the Closing Date) after Buyer receives written notice from Seller of the occurrence of the Material Loss or Condemnation Proceeding.
Material Loss. If the Casualty Renovation Cost exceeds (i) fifteen percent (15%) of the Purchase Price in the event the Casualty is insured against, or (ii) ten percent (10%) of the Purchase Price in the event the Casualty is not insured against, either party hereto may, at its option, elect to terminate this Agreement by Notice to the other party within five (5) days after the date that the Casualty Renovation Cost is determined, in which case the Xxxxxxx Money Deposit shall be delivered to Purchaser, and neither party shall have any further rights or obligations hereunder, except for any continuing confidentially and indemnity obligations as provided in this Agreement. If both parties hereto fail to timely make its election to terminate this Agreement, then the Close of Escrow shall take place as provided herein without reduction of the Purchase Price, and Seller shall assign the insurance proceeds to Purchaser in the event the Casualty is insured against and credit the amount of the applicable insurance policy deductible to Purchaser or have the Purchase Price reduced by the Casualty Renovation Cost in the event the Casualty is not insured against.
Material Loss. Neither the Company nor the Subsidiary has, since the date of the latest financial statements included in the Prospectus, sustained any material loss or interference with its business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order, or decree, other than as set forth in the Prospectus. Since the respective dates as of which information is set forth in the Prospectus, and except as otherwise set forth therein: (i) there has not been any change in the capital stock, or material increase in the long-term debt, of the Company or the Subsidiary; (ii) there has not been any material adverse change in the condition (financial or otherwise), business, results of operations, general affairs, or management of the Company or the Subsidiary, whether or not arising in the ordinary course of business; (iii) no event has occurred that would result in a material write-down of assets of the Company or the Subsidiary; (iv) neither the Company nor the Subsidiary has incurred any material liability or obligation, direct or contingent, or entered into any material transaction, other than those in the ordinary course of business; (v) neither the Company nor the Subsidiary has purchased any of the Company's outstanding capital stock; (vi) there has been no dividend or distribution of any kind declared, paid, or made by the Company or the Subsidiary in respect of the Common Stock; (vii) there has not been any material interruption in the availability of materials, supplies, or equipment necessary for the conduct of the business of the Company or the Subsidiary; and (viii) there has not been any execution or imposition of any material lien, charge, or encumbrance upon any property or assets of the Company or the Subsidiary.
Material Loss. Immediately notify Buyer of any event causing or that may reasonably be expected to cause a material loss to Seller with respect to the Assets or result in a material decline in value of the Assets or the Seller's business or prospects.
Material Loss. If the Casualty Renovation Cost for any single Property exceeds five percent (5%) of such Property’s Allocated Amount, or if the Casualty Renovation Costs, in the aggregate for all of the Properties that have suffered a casualty, exceeds two and one half percent (2.5%) of the Purchase Price, then Purchaser may, at its option, elect to terminate this Agreement with respect to the impacted Property or Properties provided the impacted Property is not one of the Necessary Properties. If the impacted Property is a Necessary Property, Purchaser shall have the option of terminating this Agreement with respect to all Properties. Such termination right may be exercised only by Notice to the Sellers within ten (10) business days after the date that the Casualty Renovation Cost for such Property or in the aggregate for all Properties that have suffered casualties is determined to exceed the applicable amount stated in the preceding sentence (and if necessary the Closing Date will be extended to accommodate such ten (10) business day period), and in the event of a termination hereof with respect to the impacted Property or Properties only, the Purchase Price shall be reduced by the Allocated Amount of the terminated Property or Properties. If this Agreement can be terminated pursuant to the preceding provisions of this Section 12.13.2, but Purchaser elects not to terminate this Agreement pursuant to such provision, then the Closing shall take place as provided herein without reduction of the Purchase Price, and the Sellers shall assign the insurance proceeds to Purchaser and the Sellers shall pay to Purchaser the amount of any deductible not already otherwise paid by the Sellers under applicable insurance policies.
Material Loss. For the purposes of Sections 10.2 and 10.3, "MATERIAL DAMAGE" shall mean damage to the Improvements of such nature that the cost of restoring the same to their condition prior to the Casualty will, in Seller's determination, exceed $250,000.00, whether or not such damage is covered by insurance. If, in Seller's determination, the Improvements have sustained Material Damage by a Casualty, Seller may, at its option, terminate this Agreement by delivering written notice to Purchaser on or before Closing, and neither party hereto shall have any further rights or obligations hereunder (except pursuant to Sections 5.3 and 6.4 hereof). In the event Seller does not so terminate this Agreement, Purchaser may, at its sole option, within fifteen (15) days after delivery of the Casualty Loss Notice, either (a) terminate this Agreement by delivering written notice of same to Seller, or (b) waive its right of termination and proceed to close this transaction in accordance with the terms hereof without reduction to the Purchase Price (the "WAIVER OPTION"). Failure of Purchaser to deliver written notice of termination within said fifteen (15) day period shall be conclusively deemed to be an election by Purchaser of the Waiver Option. In the event Seller or Purchaser elects to terminate this Agreement under this Section 10.2, the Earnest Money (less the 19 Independent Consideration) shall be returned to Purchaser and thereafter neither party to this Agreement shall thereafter have any further rights or obligations hereunder, except as otherwise provided in Sections 5.3 and 6.4 hereof. If Purchaser elects the Waiver Option, then Seller shall repair the Improvements to substantially their condition prior to such damage.
Material Loss. If the Casualty Renovation Cost for any single Hotel exceeds Four Million Dollars ($4,000,000) or the Casualty Renovation Cost for the aggregate of all the Hotels exceeds Twenty Million Dollars ($20,000,000), the Buyer Parties may elect, at their option, to terminate this Agreement by notifying the Company within five (5) days after the date that the Casualty Renovation Cost is determined, in which case the Xxxxxxx Money Deposit shall be delivered to Parent, and neither party shall have any further rights or obligations hereunder, except as explicitly provided in this Agreement. If the Buyer Parties fail to make its election timely to terminate this Agreement, then the Closing shall take place as provided herein without reduction of the Company Merger Consideration, and Parent shall be entitled to all insurance proceeds in connection with the Casualty in the event the Casualty is insured against and the Company shall pay to Parent the amount of any deductible, under applicable insurance policies, or have the Company Merger Consideration reduced by the Casualty Renovation Cost in the event the Casualty is not insured against.
Material Loss. The Company has not, since the date of the latest financial statements included in the Prospectus, sustained any material loss or interference with its business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order, or decree, other than as set forth in the Prospectus. Since the respective dates as of which information is set forth in the Prospectus, and except as otherwise set forth therein: (i) there has not been any change in the capital stock, or material increase in the long-term debt, of the Company; (ii) there has not been any material adverse change in the condition (financial or otherwise), business, prospects (financial or otherwise), results of operations, general affairs, or management of the Company, whether or not arising in the ordinary course of business; (iii) no event has occurred that would result in a material write-down of assets of the Company; (iv) the Company has not incurred any material liability or obligation, direct or contingent, or entered into any material transaction, other than those in the ordinary course of business; (v) the Company has not purchased any of its outstanding capital stock; (vi) there has been no dividend or distribution of any kind declared, paid, or made by the Company in respect of the Common Stock; (vii) there has not been any material interruption in the availability of materials, supplies, or equipment necessary for the conduct of the business of the Company; and (viii) there has not been any execution or imposition of any material lien, charge, or encumbrance upon any property or assets of the Company.
Material Loss. For the purposes of this Section 9.02, "Material Damage" shall mean damage to the Improvements of such nature that the cost of restoring the same to their condition prior to the Casualty will, in Seller's reasonable determination, equal or exceed $1,000,000. If, in Seller's reasonable determination, which determination shall be made as promptly as is practicable, the Improvements have sustained Material Damage by a Casualty, Seller may, at its option, terminate this Agreement by delivering written notice to Purchaser on or before Closing, and neither party hereto shall have any further rights or obligations hereunder except the Termination Surviving Obligations. In the event Seller does not so terminate this Agreement, Purchaser may, as its sole option, within fifteen (15) days after delivery of the Casualty Loss Notice, either (a) terminate this Agreement by delivering written notice of same to Seller or (b) waive its right of termination and elect to proceed to close this transaction in accordance with the terms hereof ("Waiver Option"). Failure of Purchaser to deliver written notice of termination within said fifteen (15) day period shall be conclusively deemed to be an election by Purchaser of the Waiver Option. In the event Seller or Purchaser elects to terminate this Agreement under this Section 9.02, the Deposit shall be returned to Purchaser in accordance with Section 6.04 and thereafter neither party to this Agreement shall thereafter have any further rights or obligations hereunder, except the Termination Surviving Obligations. If Purchaser elects the Waiver Option, then, at its option, Seller shall (a) repair the Improvements to substantially their condition prior to such damage, if and to the extent Seller reasonably determines that repairs cannot be delayed until Closing, subject to Section 9.04 or (b) deliver to Purchaser at Closing an amount equal to the insurance deductible and assign to Purchaser all of its rights in the resulting casualty insurance proceeds (but the amount of such deductible plus insurance proceeds shall not exceed the lesser of (i) the cost of repair or (ii) the Purchase Price). In the event Seller assigns insurance proceeds, (A) Purchaser may notify all appropriate insurance companies of its interest in the insurance proceeds, and (B) all casualty insurance proceeds payable as a result of the loss (subject to the limitation herein described) shall be assigned to Purchaser at Closing.
Material Loss. There occurs any material loss, theft, damage or destruction not fully covered by insurance, or any sale, lease or encumbrance or any of the Collateral or the making of any levy, seizure, or attachment thereof or thereon, except in all cases as may be specifically permitted by other provisions of this Agreement.
