Common use of Casualties Clause in Contracts

Casualties. (a) If prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged by reason of earthquake, flood, fire, windstorm, hail, explosion or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) the cost of repairing such damage (after being reduced or offset by any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereon) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing by Seller in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”). (b) Prior to the Closing Date or termination of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect to recovery of, or settlement of any claim for, the insurance proceedings without Buyer’s prior written consent.

Casualties. Risk of loss with respect to the Purchased Assets shall remain with Seller until the Closing, and thereafter with Purchaser. Therefore, the parties agree as follows: (a) If any damage to any of the Purchased Assets shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion or other casualty, Seller and if, in Purchaser's reasonable judgment, the aggregate cost of repairing such damage will immediately deliver equal or exceed Five Hundred Thousand Dollars ($500,000.00), Purchaser may elect to (i) terminate this Agreement by giving written notice to Buyer Seller in which event the Deposit Monies and interest thereon will be returned to Purchaser, and thereupon neither party shall have any further obligations or liability whatsoever to the other hereunder or (ii) receive an assignment of all of Seller's rights to any insurance proceeds (including business interruption proceeds) relating to such fact. If damage (iand a credit against the Purchase Price for any such proceeds received by Seller) and acquire the Purchased Assets without any adjustment in the Purchase Price in connection therewith provided that, in such latter event, Seller shall pay to Purchaser the amount of any deductible under applicable insurance policies and uninsured claims. (b) If, in Purchaser's reasonable judgment, the cost of repairing such damage will not exceed Five Hundred Thousand Dollars (after being reduced or offset by $500,000.00), the transactions contemplated hereby shall close without any adjustment in the Purchase Price in connection therewith, Purchaser shall receive an assignment of all of Seller's rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereon) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closingproceeds) effective upon the Closing (less any amounts expended prior to Closing by Seller in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an for any such proceeds received by Seller), and Seller shall pay to Purchaser the amount equal to the Seller Casualty Contribution (the “Casualty Credit”)of any deductible under applicable insurance policies and uninsured claims. (bc) Prior If Purchaser does not terminate this Agreement as provided in subparagraph (a) hereof, then any insurance proceeds covering business interruption losses shall be apportioned between Seller and Purchaser to the Closing Date or termination of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect to recovery of, or settlement of any claim for, the insurance proceedings without Buyer’s prior written consentDate.

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) If Seller shall notify Purchaser of such fact, (b) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing Purchaser shall accept the Premises subject to such Non-Material Casualty, with no abatement of the Purchase Price, and (d) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s interest in and to all insurance proceeds payable in connection with such Casualty, and Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds (and Seller shall execute and deliver to Purchaser any and all instruments or documentation required by Purchaser to effectuate such assignment). If, prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged by reason of earthquakea Material Casualty (as hereinafter defined) occurs, flood, fire, windstorm, hail, explosion or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If then (i) the cost Seller shall notify Purchaser of repairing such damage (after being reduced or offset by any insurance proceeds to be made available to Buyer fact and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will Purchaser shall have the optionright, to be exercised within thirty ten (3010) days of receipt of after it receives such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery by delivering notice of written notice thereof such termination to Seller. In the event that Purchaser fails to exercise such termination right within such ten (10) day period, Purchaser shall be deemed to have waived such termination right, in which case event the Initial Payment provisions of the first sentence of this Section 12.2 shall apply to such Material Casualty. In the event that Purchaser delivers a notice of termination within such ten (including earnings thereon10) and day period, Escrow Agent shall refund the Escrow Amount (including earnings thereon) will be returned Downpayment to Buyer. If Buyer fails to elect to terminate Purchaser, whereupon this Agreement within shall terminate and no party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing by Seller in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)termination. (b) Prior to the Closing Date or termination of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect to recovery of, or settlement of any claim for, the insurance proceedings without Buyer’s prior written consent.

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion explosion, hurricane or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) and if the cost of repairing such damage will equal or exceed Two Million Eight Hundred Thousand Dollars (after being reduced $2,800,000.00), Seller shall promptly notify Purchaser and Purchaser may then elect to (i) terminate this Agreement by giving written notice to Seller, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or offset by liabilities under this Agreement, except for the Surviving Obligations, or (ii) receive an assignment of all of Seller’s claims in connection therewith and any rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, excluding business interruption proceeds for the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to Closing) relating to such damage and acquire the occurrence thereof Property with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, applied by Seller for repairs prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereonClosing) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing reasonable costs and expenses incurred by Seller in addressing to negotiate or settle any casualty claim with an insurer and to stabilize the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Property following such casualty. (b) Prior If the cost of repairing such damage will not exceed Two Million Eight Hundred Thousand Dollars ($2,800,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the Closing Date Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs prior to the Closing) and the costs and expenses incurred by Seller to negotiate or termination settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect all of Seller’s rights to recovery of, or settlement of any claim for, insurance proceeds (excluding business interruption proceeds for the insurance proceedings without Buyer’s period prior written consentto Closing).

Casualties. a. Seller represents, warrants and covenants as of the date hereof and the Closing Date that it (ax) maintains the insurance policy on the Property as more fully detailed on Exhibit "D" hereto (the "Insurance Policy") and (y) shall maintain, and pay the premiums for, the Insurance Policy for the term of this Agreement through the Closing Date. The provisions of this Paragraph 11(a) shall survive the Closing Date. b. If prior to between the date of this Agreement and the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are is damaged by reason of earthquake, flood, fire, windstorm, hail, explosion fire or other casualty, then notwithstanding the provisions of any statute to the contrary, Seller will immediately deliver shall give Purchaser written notice of any fire or casualty occurring prior to the Closing Date within five (5) business days after Seller has received actual notice of such occurrence. c. If, as a result of such fire or casualty, the estimated cost of restoration of the Property is in excess of twenty (20%) percent of the Purchase Price, Purchaser shall have the right to cancel this Agreement by written notice to Buyer the Seller within a reasonable amount of time after Purchaser receives the foregoing notice. The cost of restoring the Property, for the purposes of this provision, shall be determined by the written estimate of a reputable contractor mutually agreeable to Seller and Purchaser which estimate shall be conclusive. In the event of such fact. cancellation by the Purchaser, the Deposit, plus accrued interest earned thereon, shall be returned to Purchaser, whereupon neither party shall have any further liability to the other hereunder. d. If the Property is damaged by fire or other casualty, prior to the Closing Date, and the estimated cost of restoring the Property is equal to or less than twenty (i20%) percent of the Purchase Price, or if the cost of repairing such damage restoration is in excess of twenty (after being reduced or offset by any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)20%) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration percent of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is Purchase Price and Purchaser does not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof pursuant to Sellersubparagraph (c) hereof, in which case the Initial Payment (including earnings thereon) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate then this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, shall remain in full force and effect and title shall nevertheless close without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing by Seller abatement in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price or any liability or obligation on the part of Seller by reason of such damage or destruction except that the Purchase Price shall be reduced in an amount equal to the Seller Casualty Contribution (deductible on the “Casualty Credit”). (b) Prior to Insurance Policy; and provided further that on the Closing Date or termination of this Agreement in accordance with this Section 9.3Date, Seller will not designate counsel, appear in, or otherwise act with respect shall execute and deliver to recovery of, or settlement Purchaser an assignment of Seller's right to any proceeds of any claim forhazard insurance policies covering such damage or destruction. In addition, on the Closing Date, the proceeds (if any) actually collected and retained by Seller under the provisions of the hazard insurance proceedings without Buyer’s prior written consentpolicies covering the Property, less costs actually incurred by Seller in connection therewith, including but not limited to reasonable legal fees, shall be transferred to Purchaser.

Casualties. (a) If prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged by reason of earthquake, flood, fire, windstorm, hail, explosion or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) the cost of repairing such damage (after being reduced or offset by any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereon) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the substantial damage to the Owned Real Property shall occur on or before the Closing Date by reason of fire or other assets casualty (either, a "Casualty"), Seller will give Purchaser notice of such event upon the earlier of the Company then-scheduled Closing Date or two Business Days following such Casualty. If and to the extent necessary to carry out the provisions of paragraph (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contributionb) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitationthis Section 13.01, the proceeds of any business interruption insurance applicable Closing Date shall thereupon be rescheduled to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing by Seller in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)earliest practicable future date. (b) Prior If the cost to repair and restore the Closing Date Owned Real Property exceeds $15,000,000 (as reasonably estimated and reported in writing to Seller and Purchaser by an independent and disinterested architect or termination of registered professional engineer competent to make such estimate and selected by Seller not later than 15 Business Days following such Casualty) (the "Restoration Cost"), then Purchaser may elect to terminate this Agreement and abandon the transactions contemplated hereby pursuant to Section 14.01(g) by giving written notice to Seller to such effect within five Business Days after Purchaser's receipt of the written report of the architect or engineer referred to above. If the Restoration Cost exceeds $25,000,000, then Seller may elect to terminate this Agreement and abandon the transactions contemplated hereby pursuant to Section 14.01(g) by giving written notice to Purchaser to such effect within five Business Days after Seller's receipt of the written report of the architect or engineer referred to above. If neither Party timely elects to terminate and abandon as hereinabove provided, or if Purchaser is obligated to close because the Restoration Cost does not exceed $15,000,000 (and provided neither Party has otherwise properly terminated this Agreement and abandoned the transactions contemplated hereby in accordance with this Section 9.314.01), then the Closing shall take place as herein provided without adjustment of the Consideration and Seller will not designate counselshall, appear inpursuant to Section 2.07, pay or otherwise act assign to Purchaser the proceeds from all fire and other casualty insurance paid or payable with respect to recovery ofthe Casualty; provided, however, such proceeds will not be treated as Transferred Cash or settlement Working Capital (except to the extent, if any, that the Assets and Properties in respect of any claim for, which the insurance proceedings without Buyer’s prior written consentproceeds are paid or payable would have been so treated).

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion explosion, hurricane or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) and if the cost of repairing such damage will equal or exceed Four Million Two Hundred Fifty Thousand Dollars (after being reduced $4,250,000.00), Seller shall promptly notify Purchaser and Purchaser may then elect to (i) terminate this Agreement by giving written notice to Seller, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or offset by liabilities under this Agreement, except for the Surviving Obligations, or (ii) receive an assignment of all of Seller’s claims in connection therewith and any rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, excluding business interruption proceeds for the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to Closing) relating to such damage and acquire the occurrence thereof Property with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, applied by Seller for repairs prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereonClosing) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing reasonable costs and expenses incurred by Seller in addressing to negotiate or settle any casualty claim with an insurer and to stabilize the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Property following such casualty. (b) Prior If the cost of repairing such damage will not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the Closing Date Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs prior to the Closing) and the costs and expenses incurred by Seller to negotiate or termination settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect all of Seller’s rights to recovery of, or settlement of any claim for, insurance proceeds (excluding business interruption proceeds for the insurance proceedings without Buyer’s period prior written consentto Closing).

Casualties. (a) If If, after the Effective Date and prior to the Closing Date, all or any part of the Owned Real damage to any Property or the other assets of the Company are damaged by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion or other casualty shall occur, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If any damage to any Hotel shall occur after the Effective Date and prior to the Closing Date by reason of fire, windstorm, earthquake, hail, explosion or other casualty, Seller will immediately deliver and if the cost to repair such Hotel is greater than One Million Dollars ($1,000,000) as a result of such casualty (as determined by an engineer or contractor selected by Seller, subject to Purchaser’s reasonable approval), or such casualty could reasonably result in the inability of Purchaser to operate the Hotel as a “hotel” that rents guest rooms in a manner consistent with Seller’s past practices. Purchaser may elect, within ten (10) Business Days after receiving Seller’s written notice, by written notice to Buyer of such fact. If Seller, either to: (i) terminate this Agreement in its entirety by giving written notice to Seller, whereupon the cost E▇▇▇▇▇▇ Money shall be disbursed to Purchaser and all obligations between Seller and Purchaser under this Agreement will terminate except for those that expressly survive termination; or (ii) receive an assignment of repairing such damage (after being reduced or offset by all of Seller’s rights to any insurance proceeds (excluding (x) business interruption proceeds attributable to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to which shall be retained by Seller, in which case the Initial Payment and (including earnings thereony) any applicable deductible) relating to such damage and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage subject to the Owned Real Property or terms of this Agreement) acquire the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing by Seller in addressing the damage caused by the casualty event) and provide Buyer Hotel with a credit against the Purchase Price in an reduced by the sum of (A) the amount equal of any applicable insurance deductible with respect to any damage due to such casualty (unless, and solely to the extent, Seller Casualty Contribution has paid such deductible from its own funds without adjustment to the Purchase Price) which has not been paid by Seller and (B) the “Casualty Credit”)amount of any uninsured costs of repair and restoration associated with such casualty. (b) Prior If the cost to repair any Hotel is less than One Million Dollars ($1,000,000) as a result of such casualty (as determined by an engineer or contractor selected by Seller, subject Purchaser’s reasonable approval), then: (i) the transactions contemplated hereby shall be consummated (subject to the Closing Date or termination terms of this Agreement Agreement); (ii) Seller shall assign to Purchaser at Closing all of Seller’s rights to receive any insurance proceeds (excluding business interruption proceeds applicable to periods prior to the Cut-off Time and amounts already expended by Seller toward repairs approved by Purchaser in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act its reasonable discretion); and (iii) the Purchase Price shall be reduced by the sum of (i) the amount of any applicable insurance deductible with respect to recovery of, or settlement any damage due to such casualty and (ii) the amount of any claim for, the insurance proceedings without Buyer’s prior written consentuninsured costs of repair and restoration associated with such casualty.

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion explosion, hurricane or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) and if the cost of repairing such damage will equal or exceed Two Million Six Hundred Thousand Dollars (after being reduced $2,600,000.00), Seller shall promptly notify Purchaser and Purchaser may then elect to (i) terminate this Agreement by giving written notice to Seller, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or offset by liabilities under this Agreement, except for the Surviving Obligations, or (ii) receive an assignment of all of Seller’s claims in connection therewith and any rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, excluding business interruption proceeds for the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to Closing) relating to such damage and acquire the occurrence thereof Property with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, applied by Seller for repairs prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereonClosing) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing reasonable costs and expenses incurred by Seller in addressing to negotiate or settle any casualty claim with an insurer and to stabilize the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Property following such casualty. (b) Prior If the cost of repairing such damage will not exceed Two Million Six Hundred Thousand Dollars ($2,600,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the Closing Date Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs prior to the Closing) and the costs and expenses incurred by Seller to negotiate or termination settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect all of Seller’s rights to recovery of, or settlement of any claim for, insurance proceeds (excluding business interruption proceeds for the insurance proceedings without Buyer’s period prior written consentto Closing).

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) If Seller shall notify Purchaser of such fact, (b) Purchaser shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing Purchaser shall accept the Premises subject to such Non-Material Casualty, with no abatement of the Purchase Price, and (d) at the Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller's interest in and to all insurance proceeds payable in connection with such Casualty, and Purchaser shall receive a credit against the Purchase Price at the Closing in the amount of any loss deductible payable in connection with such insurance proceeds (and Seller shall execute and deliver to Purchaser any and all instruments or documentation required by Purchaser to effectuate such assignment). If, prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged by reason of earthquakea Material Casualty (as hereinafter defined) occurs, flood, fire, windstorm, hail, explosion or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If then (i) the cost Seller shall notify Purchaser of repairing such damage (after being reduced or offset by any insurance proceeds to be made available to Buyer fact and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will Purchaser shall have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), right to terminate this Agreement upon delivery by delivering notice of written such termination to Seller within ten (10) days after it receives such notice thereof from Seller, or the Date of Closing, whichever occurs sooner. In the event that Purchaser fails to Sellerexercise such termination right within such period, Purchaser shall be deemed to have waived such termination right, in which case event the Initial Payment (including earnings thereon) and provisions of the first sentence of this Section 12.2 shall apply to such Material Casualty. In the event that Purchaser delivers a notice of termination within such period, Escrow Amount (including earnings thereon) will be returned Agent shall refund the Downpayment to Buyer. If Buyer fails to elect to terminate Purchaser, whereupon this Agreement within shall terminate and neither party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing by Seller in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)termination. (b) Prior to the Closing Date or termination of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect to recovery of, or settlement of any claim for, the insurance proceedings without Buyer’s prior written consent.

Casualties. (a) If at any time prior to the Closing Date, Date all or any part portion of the Owned Real any Property or the other assets of the Company are damaged by reason of earthquake, flood, fire, windstorm, hail, explosion or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) the cost of repairing such damage (after being reduced or offset by any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either caseeach, a “Material Casualty EventDamaged Property”) is destroyed or damaged as a result of fire or any other casualty (a “Casualty”), Buyer will the Contributors Representatives shall promptly give written notice thereof (the “Casualty Notice”) to the Contributee. If the estimated cost to repair or restore the Damaged Property following such Casualty equals or exceeds $500,000, such Casualty is herein called a “Major Casualty.” Notwithstanding the occurrence of a Major Casualty, the Contributee shall not have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), right to terminate this Agreement upon delivery of written notice thereof as to Sellerthe Damaged Property, in which case the Initial Payment provided that (including earnings thereona) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage resulting from the Casualty is covered by the Insurance Coverage, (b) subject to the Owned Real Property or the other assets rights of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment any holders of insurance proceeds (including, without limitationAssumed Loans, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing by Seller in addressing the damage caused by the casualty event) and provide Buyer Insurance Policy, together with a credit against the Purchase Price in an amount credits equal to the Seller Casualty Contribution (deductible under the “Casualty Credit”). (b) Prior Insurance Coverage and any amount by which the damage is not covered by such insurance, shall be paid to the Operating Partnership at the Closing, (c) all unpaid claims and rights in connection with the Casualty shall be assigned to the Operating Partnership at Closing Date without in any manner affecting the consideration payable to the Contributors Representatives hereunder, (d) there is rent interruption insurance in place for a period of at least six months sufficient to cover any anticipated loss in revenue from the Damaged Property resulting from such Casualty, and (e) there is no known material impediment to obtaining all governmental approvals to permit the Damaged Property to be rebuilt or termination repaired. Upon the occurrence of a Major Casualty, if any provision set forth in the preceding sentence is not satisfied, the Contributee may terminate this Agreement as to the Affected Property only by written notice to the Contributors Representatives within 15 days after receipt of the Casualty Notice. In that event, such Damaged Property shall be treated as a Withdrawn Property under Section 3.5, and this Agreement shall continue in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect full force and effect as to recovery of, or settlement of any claim for, the insurance proceedings without Buyer’s prior written consentall other Property.

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion explosion, hurricane or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) and if the cost of repairing such damage will equal or exceed Two Million Two Hundred Twenty-Five Thousand Dollars (after being reduced $2,225,000.00), Seller shall promptly notify Purchaser and Purchaser may then elect to (i) terminate this Agreement by giving written notice to Seller, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the escrow, and neither party to this Agreement shall thereafter have any further rights or offset by liabilities under this Agreement, except for the Surviving Obligations, or (ii) receive an assignment of all of Seller’s claims in connection therewith and any rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, excluding business interruption proceeds for the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to Closing) relating to such damage and acquire the occurrence thereof Property with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, applied by Seller for repairs prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereonClosing) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing reasonable costs and expenses incurred by Seller in addressing to negotiate or settle any casualty claim with an insurer and to stabilize the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Property following such casualty. (b) Prior If the cost of repairing such damage will not exceed Two Million Two Hundred Twenty-Five Thousand Dollars ($2,225,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the Closing Date Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs prior to the Closing) and the costs and expenses incurred by Seller to negotiate or termination settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect all of Seller’s rights to recovery of, or settlement of any claim for, insurance proceeds (excluding business interruption proceeds for the insurance proceedings without Buyer’s period prior written consentto Closing).

Casualties. In the event of damage by fire or other casualty to the Premises prior to the Closing, this Agreement shall remain in full force and effect and in such event the Seller shall consult with Purchaser with respect to any settlement negotiations (aand if the settlement negotiations are subsequent to the expiration of the Due Diligence Period, (i) If the Seller shall allow the Purchaser to participate therein and (ii) the Seller shall not settle the same without the Purchaser's consent) with the applicable insurer and shall pay over (to the extent that the Seller has the same) and assign or cause to be paid over and assigned to the Purchaser at the Closing any and all proceeds and claims under any casualty insurance policies insuring the damaged property (and the Seller shall be responsible for any deductibles) or, if there are no valid and collectable casualty insurance policies in effect, the Seller shall pay the Purchaser the estimated amount (as reasonably determined by the Purchaser) to repair and restore the Premises to the same condition as existed immediately prior to such fire or other casualty and in all events to a condition required under applicable Legal Requirements and all Leases, up to the Purchase Price, provided that if such restoration amount is in excess of the Purchase Price, and the Seller elects, in its sole discretion, not to pay the difference, then the Purchaser shall have the right to terminate this Agreement in which event the Deposit shall be returned to the Purchaser and neither the Purchaser nor the Seller shall have any further rights or liabilities under this Agreement, except for those obligations that, pursuant to the express terms hereof, survive the termination of this Agreement. In addition, if the Closing occurs and it is reasonably anticipated that the amount of rental loss insurance proceeds that will be available will not cover the amount of abated rent during restoration, then the Seller will be responsible for any such shortfall that is attributable to any period after the Closing. The Seller and the Purchaser shall estimate any such shortfall at the Closing and reconcile the final amount when known, provided that such reconciliation shall assume that after the Closing, the Purchaser diligently and in good faith pursues such restoration to completion. Notwithstanding the foregoing, in the event of fire or other casualty to the Premises prior to the Closing Date, all or any part that affects a "material" portion of the Owned Real Property or Premises that is not restored prior to the other assets of Closing to substantially the Company are damaged by reason of earthquake, flood, fire, windstorm, hail, explosion or other same condition as existed immediately prior to such casualty, (the Seller will immediately deliver being under no obligation to restore any such damage), the Purchaser shall have the right, by written notice to Buyer of such fact. If the Seller within fifteen (i15) days after the cost of repairing such Seller has notified the Purchaser that it will not restore the damage (after being reduced or offset by any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Sellerif applicable, the “Seller Casualty Contribution”)Closing shall be extended to afford the Purchaser such fifteen (15) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Dateday period), to terminate this Agreement upon delivery of written notice thereof to SellerAgreement, in which case event the Initial Payment (including earnings thereon) and the Escrow Amount (including earnings thereon) will Deposit shall be returned to Buyerthe Purchaser. If Buyer the Purchaser fails to elect so notify the Seller within said fifteen (15) day period, it will be deemed to have waived its right to terminate this Agreement within such period or if pursuant to this Paragraph 12. For the actual cost to repair the purposes of this Paragraph 12, damage to the Owned Real Property Premises shall be deemed to be "material" if any one or the other assets more of the Company following shall be true: (after being reduced or offset a) the estimated cost (as determined by funds made or to be made available from insurance or the Seller Casualty Contributionand the Purchaser in good faith) will to repair or restore the Premises in the condition required above shall exceed $300,000.00, or (b) any tenant shall have the right to terminate its lease or any portion thereof on account of such damage and has exercised such right (provided that (A) the aforesaid fifteen (15) day period and the Closing, if necessary, shall be extended for up to sixty (60) days in order to determine if any such tenants have in fact exercised such right; and tenants who have not exceed fifteen million dollars elected by then shall be deemed to have exercised such right, and ($15,000,000B) for any tenant or tenants that in the aggregate lease not more than 5,000 square feet who have exercised (or have been deemed to have exercised) such option, the Seller may void the Purchaser's termination of the Agreement by having the Seller (guaranteed by ▇▇▇▇▇ ▇. ▇▇▇▇) lease the space in question for not less than five (5) years on all of the same terms and conditions as the terminated Lease or Leases) Within ten (10) days of the Closing Date, the Seller shall deliver, at the Seller's cost and expense, to the Purchaser UCC, federal and state tax lien, judgment lien, litigation and bankruptcy searches of the Seller, for the following jurisdictions: (a) state of formation; (b) state and county in which the Premises are located; and (c) the state and county of the Seller's principal place of business (collectively, the "Searches"). The bankruptcy litigation and judgment lien searches shall include searches of all state and federal courts located in any of the foregoing jurisdictions. If any of the Searches discloses any matters that could affect the Seller's ownership interests in the Premises then the Seller shall procure the unconditional release, satisfaction or termination of the same prior to the Closing and provide evidence of such release, satisfaction and/or termination to the Purchaser on or before the Closing Date. If the Seller shall fail to procure such unconditional release, satisfaction or termination prior to the Closing, then Seller will make an assignment of insurance proceeds the Purchaser may elect to either (including, without limitation, i) terminate this Agreement in which event the proceeds of any business interruption insurance applicable Deposit shall be immediately returned to the period after ClosingPurchaser and thereupon neither the Seller nor the Purchaser shall have any further rights, duties or obligations under this Agreement, except for obligations that, pursuant to the express terms of this Agreement, survive such termination, (ii) effective upon waive its objection and accept the Closing (less any amounts expended prior Premises, subject to Closing by Seller such matters, in addressing which event this Agreement shall remain in full force and effect; provided, however, that if such matter can be removed with the damage caused by payment of money, then the casualty event) and provide Buyer with a credit against Purchaser shall have the right to deduct from the Purchase Price in an the amount equal of such matter, and any amount so deducted from the Purchaser Price shall be paid to the Seller Casualty Contribution (appropriate party in exchange for the “Casualty Credit”). (b) Prior to the Closing Date or release, satisfaction and/or termination of this Agreement in accordance with this Section 9.3, such matter; or (iii) ▇▇▇ the Seller will not designate counsel, appear in, or otherwise act with respect to recovery of, or settlement of any claim for, the insurance proceedings without Buyer’s prior written consentfor specific performance.

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion explosion, hurricane or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) and if the cost of repairing such damage will equal or exceed Five Million and 00/100 Dollars (after being reduced $5,000,000.00), Seller shall promptly notify Purchaser and Purchaser may then elect to (i) terminate this Agreement by giving written notice to Seller in which event the Deposit shall be returned to Purchaser (less the amount of any damages payable to Seller pursuant to the indemnification set forth in Section 4.06) and neither party shall have any further obligations or offset by liability whatsoever to the other hereunder except for such provisions of this Agreement that expressly survive termination, or (ii) receive an assignment of all of Seller’s rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, excluding business interruption proceeds for the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to Closing) relating to such damage and acquire the occurrence thereof Property with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, applied by Seller for repairs prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereonClosing) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing reasonable costs and expenses incurred by Seller in addressing to negotiate or settle any casualty claim with an insurer and to stabilize the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Property following such casualty. (b) Prior If the cost of repairing such damage is less than Five Million and 00/100 Dollars ($5,000,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the Closing Date Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs prior to the Closing) and the costs and expenses incurred by Seller to negotiate or termination settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect all of Seller’s rights to recovery of, or settlement of any claim for, insurance proceeds (excluding business interruption proceeds for the insurance proceedings without Buyer’s period prior written consentto Closing).

Casualties. (a) If prior to the Closing Date, all or any part portion of the Owned Real any Campus Property (each, a “Damaged Property”) is destroyed or the damaged as a result of fire or any other assets of the Company are damaged by reason of earthquake, flood, fire, windstorm, hail, explosion or other casualtycasualty (a “Casualty”), Seller will immediately deliver shall promptly give written notice thereof (the “Casualty Notice”) to Buyer Purchaser. Notwithstanding the occurrence of such fact. If a Major Casualty, a Campus Property shall not be a Withdrawn Property if (i) the cost of repairing such damage resulting from the Casualty is covered by the Insurance Policies (after being reduced subject only to the applicable deductible) or offset by any insurance proceeds to be made available to Buyer and any sums funds that Seller agrees commits to make available (such amount from Sellerprovide by way of a credit against the applicable Assigned Price, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior subject to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days rights of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereon) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitationAssumption Lenders, the proceeds of any business applicable Insurance Policy, less any costs and expenses reasonably incurred by Seller to settle any insurance claims and obtain such insurance proceeds and to effect any repair or restoration made to such Campus Property prior to the applicable closing, shall be paid, or the rights thereto assigned, to Purchaser at the applicable closing, (iii) all unpaid claims and rights in connection with the Casualty shall be assigned to Purchaser at the applicable closing, (iv) there is rent interruption insurance applicable in place for a period of at least six months sufficient to cover any anticipated loss in revenue from the period after ClosingDamaged Property resulting from such Casualty (excluding any Campus Development Property not yet occupied), and (v) effective upon there is no known material impediment to obtaining all governmental approvals to permit the Closing (less any amounts expended Damaged Property to be rebuilt or repaired substantially to its condition prior to Closing such Casualty. Upon the occurrence of a Major Casualty, if any provision set forth in the preceding sentence is not satisfied, Purchaser may elect to treat the Damaged Property as a Withdrawn Property by written notice to Seller in addressing within 10 days after receipt of the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Notice. (b) Prior If a Campus Property is the subject of a Major Casualty but Purchaser either is not entitled to or does not elect to treat such Damaged Property as a Withdrawn Property pursuant to the Closing Date or termination provisions of this Agreement Section 2.10(a), then Seller shall prior to the applicable closing cause all temporary repairs to be made to the Damaged Property as shall in accordance with this Section 9.3Seller’s reasonable judgment be required to prevent further deterioration and damage to the Damaged Property and to protect public health and safety. (c) If a Campus Property is the subject of a Casualty which is not a Major Casualty, Seller will such Campus Property shall not designate counselbe a Withdrawn Property, appear in, or otherwise act with respect and (i) subject to recovery of, or settlement the rights of any claim forAssumption Lenders, the proceeds of any applicable Insurance Policies, less any costs and expenses incurred by Seller to settle any insurance proceedings claims and obtain such insurance proceeds and to effect any repair or restoration made to such Campus Property prior to the applicable closing shall be paid to Purchaser at the applicable closing, and (b) all unpaid claims and rights in connection with the Casualty shall be assigned to Purchaser at the applicable closing without Buyer’s prior written consentin any manner affecting the Consideration payable to Seller hereunder.

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion explosion, hurricane or other casualty, Seller will immediately deliver written notice to Buyer of such factshall promptly notify Purchaser. If (i) the cost of repairing such damage will equal or exceed Four Million Two Hundred Fifty Thousand Dollars (after being reduced $4,250,000.00), Purchaser may then elect to (i) terminate this Agreement by giving written notice to Seller, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the escrow, and neither party to this Agreement shall thereafter have any further rights or offset by liabilities under this Agreement, except for the Surviving Obligations, or (ii) receive an assignment of all of Seller’s claims in connection therewith and any rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, excluding business interruption proceeds for the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to Closing) relating to such damage and acquire the occurrence thereof Property with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, applied by Seller for repairs prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereonClosing) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing reasonable costs and expenses incurred by Seller in addressing to negotiate or settle any casualty claim with an insurer and to stabilize the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Property following such casualty. (b) Prior If the cost of repairing such damage will not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the Closing Date Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs prior to the Closing) and the costs and expenses incurred by Seller to negotiate or termination settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect ACTIVE/85506504.17 LEGAL_US_W # 85494519.11 all of Seller’s rights to recovery of, or settlement of any claim for, insurance proceeds (excluding business interruption proceeds for the insurance proceedings without Buyer’s period prior written consentto Closing).

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged Date by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion explosion, hurricane or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) and if the cost of repairing such damage will equal or exceed Three Million Dollars (after being reduced $3,000,000.00), Seller shall promptly notify Purchaser and Purchaser may then elect to (i) terminate this Agreement by giving written notice to Seller, whereupon Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, and neither party to this Agreement shall thereafter have any further rights or offset by liabilities under this Agreement, except for the Surviving Obligations, or (ii) receive an assignment of all of Seller’s claims in connection therewith and any rights to any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, excluding business interruption proceeds for the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing period prior to Closing) relating to such damage and acquire the occurrence thereof Property with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, applied by Seller for repairs prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereonClosing) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars ($15,000,000), then Seller will make an assignment of insurance proceeds (including, without limitation, the proceeds of any business interruption insurance applicable to the period after Closing) effective upon the Closing (less any amounts expended prior to Closing reasonable costs and expenses incurred by Seller in addressing to negotiate or settle any casualty claim with an insurer and to stabilize the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)Property following such casualty. (b) Prior If the cost of repairing such damage will not exceed Three Million Dollars ($3,000,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the Closing Date Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs prior to the Closing) and the costs and expenses incurred by Seller to negotiate or termination settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of this Agreement in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect all of Seller’s rights to recovery of, or settlement of any claim for, insurance proceeds (excluding business interruption proceeds for the insurance proceedings without Buyer’s period prior written consentto Closing).

Casualties. (a) If If, after the Effective Date and prior to the Closing Date, all or any part of damage to the Owned Real Property or the other assets of the Company are damaged by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion or other casualty shall occur, Seller shall promptly give Purchaser written notice thereof, and the following shall apply: (a) If any damage to the Property shall occur after the Effective Date and prior to the Closing Date by reason of fire, windstorm, earthquake, hail, explosion or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) the cost of repairing such damage (after being reduced or offset by any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration of the Owned Real Property to substantially the condition existing prior to the occurrence thereof is not possible or will take longer than six (6) months (in either case, a “Material Casualty Event”), Buyer will have the option, to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date), to terminate this Agreement upon delivery of written notice thereof to Seller, in which case the Initial Payment (including earnings thereon) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars Hotel is greater than One Million Five Hundred Thousand Dollars ($15,000,0001,500,000) as a result of such casualty (as determined by an engineer or contractor selected by Seller), then Purchaser may elect, within ten (10) Business Days after receiving Seller’s written notice, by written notice to Seller, either to: (i) terminate this Agreement by giving written notice to Seller, whereupon the ▇▇▇▇▇▇▇ Money shall be disbursed to Purchaser and all obligations between Seller and Purchaser under this Agreement will make terminate except for those that expressly survive termination; or (ii) receive an assignment of all of Seller’s rights to any insurance proceeds (including, without limitation, the proceeds of any excluding (x) business interruption insurance applicable proceeds attributable to the period after Closing) effective upon prior to the Closing Date, which shall be retained by Seller, and (less y) any amounts expended prior to Closing applicable deductible, which shall be, at Seller’s election, paid by Seller to Purchaser at Closing or credited against the Purchase Price) relating to such damage and acquire the Property without any other adjustment in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)connection therewith. (b) Prior If the cost to repair the Hotel is less than One Million Five Hundred Thousand Dollars ($1,500,000) as a result of such casualty (as determined by an engineer or contractor selected by Seller), then: (i) the transactions contemplated hereby shall be consummated; (ii) Seller shall assign to Purchaser at Closing all of Seller’s rights to receive any insurance proceeds (excluding business interruption proceeds applicable to periods prior to the Cut-off Time and amounts already expended by Seller toward repairs approved by Purchaser in its reasonable discretion); (iii) there shall be no reduction in the Purchase Price; (iv) any amounts already received by Seller and any deductible shall be credited to Purchaser at Closing Date or termination (to the extent not yet already paid by Seller towards the cost of this Agreement repairs to the Property approved by Purchaser in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect to recovery of, or settlement of any claim for, its reasonable discretion); and Purchaser shall assume responsibility for repair after the insurance proceedings without Buyer’s prior written consentClosing.

Casualties. (a) If prior Seller shall promptly give Purchaser written notice of any damage to the Closing Date, all or any part of the Owned Real Property or the other assets of the Company are damaged by reason of earthquake, flood, fire, windstorm, earthquake, hail, explosion or other casualty, Seller will immediately deliver written notice to Buyer of such fact. If (i) and if, after the cost of repairing such damage (after being reduced or offset by any insurance proceeds to be made available to Buyer and any sums that Seller agrees to make available (such amount from Seller, the “Seller Casualty Contribution”)) will exceed fifteen million dollars ($15,000,000) and/or (ii) Buyer reasonably expects that restoration expiration of the Owned Real Property to substantially the condition existing Due Diligence Period and prior to the occurrence thereof is not possible Closing Date, any such damage to any Property by reason of fire, windstorm, earthquake, hail, explosion or will take longer than six other casualty shall occur, then the following shall apply: (6a) months (in either case, a “Material Casualty Event”), Buyer will have If any damage to the option, Property shall occur after the expiration of the Due Diligence Period and prior to be exercised within thirty (30) days of receipt of such notice from Seller (but in any event no later than the Closing Date)Date by reason of fire, to terminate this Agreement upon delivery of written notice thereof to Sellerwindstorm, in which case the Initial Payment (including earnings thereon) earthquake, hail, explosion or other casualty, and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate this Agreement within such period or if the actual cost to repair the damage to the Owned Real Property or the other assets of the Company (after being reduced or offset by funds made or to be made available from insurance or the Seller Casualty Contribution) will not exceed fifteen million dollars Hotel is One Million One Hundred Thousand Dollars ($15,000,0001,100,000.00) or greater as a result of such casualty (as determined by an engineer or contractor selected by Seller and reasonably acceptable to Purchaser), then Purchaser may elect, within ten (10) Business Days after receiving Seller’s written notice, by written notice to Seller, either to: (i) terminate this Agreement by giving written notice to Seller, whereupon the ▇▇▇▇▇▇▇ Money shall be disbursed to Purchaser and all obligations between Seller and Purchaser under this Agreement will make terminate except for those that expressly survive termination; or (ii) receive an assignment of all of Seller’s rights to any insurance proceeds (including, without limitation, the proceeds of any excluding (x) business interruption insurance applicable proceeds attributable to the period after Closing) effective upon prior to the Closing Date, which shall be retained by Seller, and (less y) any amounts expended prior to Closing applicable deductible, which shall be, at Seller’s election, paid by Seller to Purchaser at Closing or credited against the Purchase Price) relating to such damage and acquire the Property without any other adjustment in addressing the damage caused by the casualty event) and provide Buyer with a credit against the Purchase Price in an amount equal to the Seller Casualty Contribution (the “Casualty Credit”)connection therewith. (b) Prior If the cost to repair the Hotel is less than One Million One Hundred Thousand Dollars ($1,100,000.00) as a result of such casualty (as determined by an engineer or contractor selected by Seller and reasonably acceptable to Purchaser), then: (i) the transactions contemplated hereby shall be consummated; (ii) Seller shall assign to Purchaser at Closing all of Seller’s rights to receive any insurance proceeds (excluding business interruption proceeds applicable to periods prior to the Cut-off Time and amounts already expended by Seller toward repairs approved by Purchaser in its reasonable discretion); (iii) there shall be no reduction in the Purchase Price; (iv) any amounts already received by Seller and any deductible shall be credited to Purchaser at Closing Date or termination (to the extent not yet already paid by Seller towards the cost of this Agreement repairs to the Hotel approved by Purchaser in accordance with this Section 9.3, Seller will not designate counsel, appear in, or otherwise act with respect to recovery of, or settlement of any claim for, its reasonable discretion); and (v) Purchaser shall assume responsibility for repair after the insurance proceedings without Buyer’s prior written consentClosing.