Uninsured Loss. There shall occur any uninsured damage to or loss, theft, or destruction with respect to any portion of any property or assets of a Borrower which is reasonably likely to result in a Material Adverse Effect.

If any property or asset of any Contributed Entity is taken by condemnation after the Execution Date and prior to the Initial Closing (a “Initial Closing Condemnation Loss”), Crestwood shall prepare and deliver to CEGPS no later than 15 days following such event, a good faith and reasonable estimate of the sum of, without double-counting, # the value of such taken property or asset plus # the amount of any lost profits reasonably expected after the Initial Closing as a result of such Initial Closing Condemnation Loss, in each case of the [foregoing clauses (i) and (ii)])], net of and after giving effect to the amount of any condemnation awards to be received by the Contributed Entities as a result of the Initial Closing Condemnation Loss (such calculation, an “Initial Closing Condemnation Value Calculation”). If CEGPS reasonably objects to the Initial Closing Condemnation Value Calculation prepared by Crestwood and delivers a Notice of such objection to Crestwood within 10 days of receipt of the Initial Closing Condemnation Value Calculation prepared by Crestwood, then Crestwood shall cause an independent firm selected by Crestwood and reasonably acceptable to CEGPS to prepare, within a 20-day period, an alternative Initial Closing Condemnation Value Calculation which shall be final, conclusive and binding on the Parties (the “Initial Closing Condemnation Value”). If CEGPS fails to object to the Initial Closing Condemnation Value Calculation prepared by Crestwood within 10 days of having received such calculation, then the Initial Closing Condemnation Value Calculation prepared by Crestwood shall be deemed to be the Initial Closing Condemnation Value. If the Initial Closing or the Initial End Date is expected to occur prior to the finalization of the Initial Closing Condemnation Value, then the Initial Closing Date shall be extended, if necessary, to no earlier than the 15th Business Day after such Initial Closing Condemnation Value is finalized and the Initial End Date shall be extended to no earlier than the 17th Business Day after such Initial Closing Condemnation Value is finalized.

Risk of loss: Risk of loss and damage to the Hemp Extracts shall remain with the Supplier until delivery to Buyer, FOB Buyer’s designated location. The risk of loss shall pass to Buyer upon delivery of the Hemp Extracts to Buyer at Buyer’s designated location.

Ownership and Risk of Loss; Disposition of Equipment; Option. ​ shall own and continue to own all right, title and interest in and to any Dedicated Equipment. Provider shall not permit any liens or encumbrances to be made on the Dedicated Equipment. Provider is responsible for risk of loss, damage, theft or destruction of the Dedicated Equipment while that Dedicated Equipment is in Provider’s possession or on Provider’s premises, and shall provide customary and appropriate insurance therefor. Upon termination or expiration of the Work Order for any reason, if the cost of the Dedicated Equipment has been paid by ​, or ​ has paid the option purchase price for the Dedicated Equipment, then ​ shall have the right to, upon reasonable notice, reclaim possession of such Dedicated Equipment at its sole expense (including all costs of physical transfer and any subsequent reinstallation and requalification costs). Provider shall reasonably cooperate with ​ to remove and return such Dedicated Equipment to ​ or its designee in accordance with ​’s written instructions and shall invoice ​ for direct costs incurred. Notwithstanding the above, upon termination or expiration of this Agreement, ​ may offer to sell to Provider, or Provider may offer to purchase from ​, the Dedicated Equipment at ​. Neither Provider nor ​ shall be obligated to make or accept such offers. In the event that ​ has not removed the Dedicated Equipment within ​ after reasonable notice, the Dedicated Equipment shall be deemed to be abandoned and Provider may dispose of it or use it as it sees fit. If for any reason, the cost of Dedicated Equipment was not passed through to ​ under a Work Order, upon termination of the Agreement, ​ shall have option to purchase such Dedicated Equipment at the initial cost paid for such equipment by Provider, or such lesser amount as the Parties may agree on.

Title and Risk of Loss

Risk of Loss. All risk of loss or damage to the Property included in this agreement shall be borne by the Seller until the Closing and shall thereafter be borne by the Buyer.

ARTICLE # TITLE AND RISK OF LOSS

LOSS OR DAMAGE: In the event there is any loss or damage to the Business premises or any of the assets, improvements, systems or equipment included in this sale at any time prior to Closing, the risk of loss shall be upon Seller. Immediately from and after Closing, all risk of loss or damage shall be upon Buyer.

Section #: Title, Custody and Risk of Loss.

Participants are expected to effectively manage all risk associated with their position in accordance with the Wells Fargo’s Risk Management Framework.