Common use of Allocation of Proceeds and Awards Clause in Contracts

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damage, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceeds, plus (ii) if damage has occurred and such damage is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable third-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”); and (b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage has occurred and such damage is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to Seller’s Costs applicable thereto, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to Seller’s Costs not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s 's deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s 's deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day Business Day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s 's deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s 's deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the Closing: (a) if If the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of to Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one ten (110) business day days after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property Option upon the terms and conditions set forth herein, herein and at the Closing, subject to the terms of the IBC Lease: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller the Company prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceeds, plus (ii) if damage has occurred and proceeds on account of such damage is an insured casualty, condemnation or casualty shall remain as property of the Company less an amount equal to the Seller’s deductible with respect -Allocated Amounts which may be distributed to such casualty, less (iii) an amount equal to all reasonable third-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”); and (b) to the extent that such award or proceeds have not been paid to Seller the Company prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Sellerthe Company’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one three (13) business day Business Days after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the Property (or the remainder of the Property thereof) upon the terms and conditions set forth herein, herein and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day Business Day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property Interests upon the terms and conditions set forth herein, herein and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller the Company prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller the Company prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Sellerthe Company’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall cause the Company to assign to Buyer at the Closing (without recourse to Seller) the rights of Seller the Company to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day Business Day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause . The provisions in this Section 12.2 (ib) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through survive the Closing Date, which proceeds will and not be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closingmerged therein.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof Commencement Date and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the Closing: (a) 12.2.1.1 if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) 12.2.1.2 to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one three (13) business day days after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If Subject to the rights of the tenant under the Existing Lease, which shall supersede these provisions where applicable, if a condemnation or casualty occurs after the date Effective Date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to the Closing, Buyer shall receive a credit at the Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to the Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at the Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one five (15) business day Business Days after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the Closing: (a) 12.2.1 if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable third-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”); and (b) 12.2.2 to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to Seller’s Costs applicable thereto, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such condemnation awards or proceeds; provided, however, that within one (1) business day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to Seller’s Costs not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date Effective Date hereof and this Agreement is not terminated as permitted pursuant to the terms of Section 12.113.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Property upon the terms and conditions set forth herein, herein and at the applicable Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to the applicable Closing, Buyer shall receive a credit at the applicable Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to the applicable Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at the applicable Closing equal to Seller’s deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the applicable Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one five (15) business day days after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.

Allocation of Proceeds and Awards. If a condemnation or casualty occurs after the date hereof and this Agreement with respect to such Facility is not terminated as permitted pursuant to the terms of Section 12.1, then this Agreement shall remain in full force and effect, Buyer shall acquire the remainder of the Facility and other Property upon the terms and conditions set forth herein, herein and at the Closing: (a) if the condemnation awards or insurance proceeds on account of such condemnation or damageproceeds, as the case may be, have been paid to Seller prior to Closing, Buyer shall receive a credit at Closing equal to (i) the amount of any such award or proceedsproceeds on account of such condemnation or casualty, plus (ii) if damage a casualty has occurred and such damage casualty is an insured casualty, an amount equal to Seller’s 's deductible with respect to such casualty, less (iii) an amount equal to all reasonable thirdthe Seller-party costs and expenses (including attorneys’ fees) actually incurred by Seller in obtaining payment of any award or proceeds (as applicable), any portion of the award or proceeds (as applicable) payable for the loss of rents of the Property for the period prior to Closing and all reasonable third-party costs actually incurred by Seller prior to Closing for the repair or restoration of the Property to the extent completed and lien-free (collectively “Seller’s Costs”)Allocated Amounts; and (b) to the extent that such award or proceeds have not been paid to Seller prior to Closing, (i) if damage a casualty has occurred and such damage casualty is an insured casualty, Buyer LEGAL02/34919558v5 shall receive a credit at Closing equal to Seller’s 's deductible with respect to such casualty, less an amount equal to the Seller’s Costs applicable thereto-Allocated Amounts, and (ii) Seller shall assign to Buyer at the Closing (without recourse to Seller) the rights of Seller to, and Buyer shall be entitled to receive and retain, such awards or proceeds; provided, however, that within one (1) business day Business Day after receipt of such awards or proceeds, Buyer shall pay to Seller an amount equal to the Seller’s Costs -Allocated Amounts not previously paid to Seller or deducted from the credit for Seller’s deductible pursuant to clause (i) above; and (c) if the damage was an uninsured casualty, and Seller elects to give Buyer a credit at Closing for the costs of restoration or repair as agreed to by Buyer and Seller within the ten (10) business day period in which Buyer may terminate this Agreement pursuant to Section 12.1, Buyer shall receive a credit at Closing equal to such agreed amount of the costs of repair or restoration. Notwithstanding anything contained herein to the contrary, the insurance proceeds to be credited or delivered to Buyer pursuant to this Article will exclude business interruption or rental loss insurance proceeds, if any, allocable to the period through the Closing Date, which proceeds will be retained by Seller. Any business interruption or rental loss insurance proceeds received by Seller and allocable to the period after the Closing Date for the Property shall be delivered to Buyer. This provision shall survive Closing.