Common use of Casualties Clause in Contracts

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) 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, a Material Casualty (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and (ii) Purchaser shall have the right, within ten (10) days after it receives such notice from Seller to terminate this Agreement by delivering notice of 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 event the 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 (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and no party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination.

Casualties. If, In the event of damage by fire or other casualty to the Premises prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occursClosing, then (a) 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 remain in full force and effect and in such event the Seller shall consult with Purchaser with respect to any settlement negotiations (and if the settlement negotiations are subsequent to the expiration of the Due Diligence Period, (i) 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 (cas reasonably determined by the Purchaser) at the Closing Purchaser shall accept to repair and restore the Premises subject to the same condition as existed immediately prior to such Non-Material Casualtyfire or other casualty and in all events to a condition required under applicable Legal Requirements and all Leases, with no abatement up to the Purchase Price, provided that if such restoration amount is in excess of the Purchase Price, and (d) 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, Seller shall assign the Purchaser diligently and turn over in good faith pursues such restoration to Purchasercompletion. Notwithstanding the foregoing, 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 event of any loss deductible payable in connection with such insurance proceeds (and Seller shall execute and deliver fire or other casualty to Purchaser any and all instruments or documentation required by Purchaser to effectuate such assignment). If, the Premises prior to the Closing Datethat affects a "material" portion of the Premises that is not restored prior to the Closing to substantially the same condition as existed immediately prior to such casualty, a Material Casualty (as hereinafter defined) occursthe Seller being under no obligation to restore any such damage), then (i) Seller shall notify Purchaser of such fact and (ii) the Purchaser shall have the right, by written notice to the Seller within fifteen (15) days after the Seller has notified the Purchaser that it will not restore the damage (and if applicable, the Closing shall be extended to afford the Purchaser such fifteen (15) day period), to terminate this Agreement, in which event the Deposit shall be returned to the Purchaser. If the Purchaser fails to so notify the Seller within said fifteen (15) day period, it will be deemed to have waived its right to terminate this Agreement pursuant to this Paragraph 12. For the purposes of this Paragraph 12, damage to the Premises shall be deemed to be "material" if any one or more of the following shall be true: (a) the estimated cost (as determined by the Seller and the Purchaser in good faith) 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 elected by then shall be deemed to have exercised such right, and (B) 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 Xxxxx X. Xxxx) 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 after it receives 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 notice from 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 the Purchaser may elect to either (i) terminate this Agreement by delivering notice of such termination in which event the Deposit shall be immediately returned to Seller. In the event that Purchaser fails to exercise such termination right within such ten (10) day period, and thereupon neither the Seller nor the Purchaser shall be deemed have any further rights, duties or obligations under this Agreement, except for obligations that, pursuant to have waived the express terms of this Agreement, survive such termination righttermination, (ii) waive its objection and accept the Premises, subject to such matters, in which event the 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 (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate remain in full force and no party effect; provided, however, that if such matter can be removed with the payment of money, then the Purchaser shall have the right to deduct from the Purchase Price the amount of such matter, and any further rights or obligations hereunder except amount so deducted from the Purchaser Price shall be paid to the appropriate party in exchange for the Surviving Obligationsrelease, which shall survive satisfaction and/or termination of such terminationmatter; or (iii) xxx the Seller for specific performance.

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) 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 '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, a Material Casualty (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and (ii) Purchaser shall have the right, right to terminate this Agreement by delivering notice of such termination to Seller within ten (10) days after it receives such notice from Seller to terminate this Agreement by delivering notice Seller, or the Date of such termination to SellerClosing, whichever occurs sooner. 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 event the 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 (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and no neither party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination.

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) Seller If (i) either the Premises or the Building shall notify Purchaser be damaged to the extent of more than twenty-five percent (25%) of the cost of replacement thereof, respectively, or (ii) the Premises shall be damaged in whole or in part during the last year of the Lease term or of any renewal term hereof; then in any such factevent Landlord may terminate this Lease by notice given within ninety (90) days after such event and upon the date specified in such notice, which shall not be less than thirty (30) days nor more than sixty (60) days after the giving of said notice, this Lease shall terminate and come to an end, and Tenant shall vacate and surrender the Premises to Landlord. (b) Purchaser If this Lease shall not be terminated as provided in Subsection (a) above, except for all improvements, alterations, furnishings, fixtures, equipment, effects and property of every kind, nature and description of the Tenant and of all persons claiming by, through or under the Tenant, all of which shall be repaired and restored by Tenant at its sole cost and expense, Landlord, at Landlord’s expense, shall, diligently proceed with the repair or restoration of the Premises to place the damaged Premises in substantially the same condition they were in immediately preceding the damage or destruction, subject, however, to applicable laws and codes then in existence; provided that, if Tenant has reasonable grounds to believe that such repairs by Landlord shall not be completed within one hundred eighty (180) days after the occurrence of such damage, then Tenant shall have any the right or option to terminate this Agreement and this Agreement shall continue in effect, Lease upon notice to Landlord given within ninety (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, a Material Casualty (as hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such fact and (ii) Purchaser shall have the right, within ten (1090) days after it receives such notice from Seller to terminate this Agreement by delivering notice of 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 rightcasualty event, in which event the 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 (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement Lease shall terminate and no party shall have any further rights or obligations hereunder except for upon the Surviving Obligationsdate specified in such notice, which shall survive not be less than thirty (30) days nor more than sixty (60) days after the giving of said notice, and Tenant shall vacate and surrender the Premises to Landlord otherwise in the condition required by this Lease (subject to any such terminationcasualty).

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) Seller shall notify promptly give Purchaser written notice of such factany damage to any Property by reason of fire, (b) Purchaser shall not have any right windstorm, earthquake, hail, explosion or option to terminate this Agreement other casualty, and this Agreement shall continue in effectif, (c) at after the Closing Purchaser shall accept the Premises subject to such Non-Material Casualty, with no abatement expiration of the Purchase Price, Due Diligence Period 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, any such damage to any Property by reason of fire, windstorm, earthquake, hail, explosion or other casualty shall occur, then the following shall apply: (a) If any damage to the Property shall occur after the expiration of the Due Diligence Period and prior to the Closing Date by reason of fire, windstorm, earthquake, hail, explosion or other casualty, and if the cost to repair the Hotel is One Million One Hundred Thousand Dollars ($1,100,000.00) or greater as a Material Casualty result of such casualty (as hereinafter defined) occursdetermined by an engineer or contractor selected by Seller and reasonably acceptable to Purchaser), then (i) Seller shall notify Purchaser of such fact and (ii) Purchaser shall have the rightmay elect, within ten (10) days Business Days after it receives such receiving Seller’s written notice, by written notice from Seller to Seller, either to: (i) terminate this Agreement by delivering giving written notice of such termination to Seller. In , whereupon the event that Purchaser fails to exercise such termination right within such ten (10) day period, Purchaser Xxxxxxx Money shall be deemed disbursed to have waived such termination right, in which event the 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 (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon and all obligations between Seller and Purchaser under this Agreement shall will terminate and no party shall have any further rights or obligations hereunder except for those that expressly survive termination; or (ii) receive an assignment of all of Seller’s rights to any insurance proceeds (excluding (x) business interruption proceeds attributable to the Surviving Obligationsperiod prior to the Closing Date, which shall survive be retained by Seller, and (y) any 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 terminationdamage and acquire the Property without any other adjustment in the Purchase Price in connection therewith. (b) 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 (to the extent not yet already paid by Seller towards the cost of repairs to the Hotel approved by Purchaser in its reasonable discretion); and (v) Purchaser shall assume responsibility for repair after the Closing.

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) Seller the Company shall notify Purchaser Investor of such fact, (b) Purchaser Investor shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing Purchaser Investor shall accept its interest in the Premises applicable Property subject to such Non-Material Casualty, with no abatement of the Purchase Price, and (d) at the Closing, Seller the Company shall assign and turn over cause to Purchaserbe retained by the Property Owners, and Purchaser the Property Owners shall be entitled to receive and keep, all of Seller’s the Property Owners’ 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, a Material Casualty (as hereinafter defined) occurs, then (i) Seller the Company shall notify Purchaser Investor of such fact and (ii) Purchaser Investor shall have the right, right to terminate this Agreement by delivering notice of such termination to the Company within ten (10) days after it receives such notice from Seller the Company (and the Closing shall be automatically adjourned for such ten (10) day period if all conditions precedent to terminate this Agreement by delivering notice of such termination Investor’s obligation to Sellerclose have otherwise been satisfied). In the event that Purchaser Investor fails to exercise such termination right within such ten (10) day period, Purchaser Investor shall be deemed to have waived such termination right, in which event the provisions of the first sentence of this Section 12.2 10(b) shall apply to such Material Casualty. In the event that Purchaser Investor delivers a notice of termination within such ten (10) day period, Escrow Agent shall refund the Downpayment to Purchaser, whereupon this Agreement shall terminate and no party shall have any further rights or obligations hereunder except for the Surviving Obligations, which shall survive such termination.