Common use of Casualties Clause in Contracts

Casualties. (a) If any damage to the Real Property shall occur prior to the Closing Date by reason of fire, windstorm, earthquake, hail, explosion, hurricane or other casualty, and if the cost of repairing such damage will equal or exceed Two Million Six Hundred Thousand Dollars ($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 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 (excluding business interruption proceeds for the period prior to Closing) relating to such damage and acquire the Property with appropriate adjustments to the 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 Closing) and the reasonable costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer and to stabilize the Property following such casualty. (b) 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 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 settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of all of Seller’s rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing).

Casualties. (a) If at any damage to the Real Property shall occur time prior to the Closing Date by reason all or any portion of fireany Property (each, windstorm, earthquake, hail, explosion, hurricane a “Damaged Property”) is destroyed or damaged as a result of fire or any other casualty, and if the cost of repairing such damage will equal or exceed Two Million Six Hundred Thousand Dollars casualty ($2,600,000.00a “Casualty”), Seller the Contributors Representatives shall promptly notify Purchaser and Purchaser may then elect give written notice thereof (the “Casualty Notice”) to (i) 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 right to terminate this Agreement as to the Damaged Property, provided that (a) the damage resulting from the Casualty is covered by giving written notice the Insurance Coverage, (b) subject to Seller, whereupon Escrow Company shall immediately return the Deposit to Purchaserrights of any holders of Assumed Loans, the Parties shall each pay one-half proceeds of the costs of the Escrowany applicable Insurance Policy, and neither party to this Agreement shall thereafter have any further rights or 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 (excluding business interruption proceeds for the period prior to Closing) relating to such damage and acquire the Property together with appropriate adjustments to the Purchase Price credits equal to the deductible under the applicable insurance policy (Insurance Coverage and any amount by which the damage is not covered by such insurance, shall be paid to the extent 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 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 deductible Casualty, and (e) there is no known material impediment to obtaining all governmental approvals to permit the Damaged Property to be rebuilt or repaired. Upon the occurrence of a Major Casualty, if any provision set forth in the preceding sentence is not applied by Seller for repairs prior to Closing) and the reasonable costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer and to stabilize the Property following such casualty. (b) If the cost of repairing such damage will not exceed Two Million Six Hundred Thousand Dollars ($2,600,000.00)satisfied, the transactions contemplated hereby shall close with appropriate adjustments Contributee may terminate this Agreement as to the Purchase Price equal Affected Property only by written notice to the deductible 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 the applicable insurance policy (Section 3.5, and this Agreement shall continue in full force and effect as 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 settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of all of Seller’s rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing)other Property.

Casualties. (a) If all or any damage to the Real portion of any Campus Property shall occur prior to the Closing Date by reason (each, a “Damaged Property”) is destroyed or damaged as a result of fire, windstorm, earthquake, hail, explosion, hurricane fire or any other casualty, and if the cost of repairing such damage will equal or exceed Two Million Six Hundred Thousand Dollars casualty ($2,600,000.00a “Casualty”), Seller shall promptly notify Purchaser and Purchaser may then elect give written notice thereof (the “Casualty Notice”) to Purchaser. Notwithstanding the occurrence of a Major Casualty, a Campus Property shall not be a Withdrawn Property if (i) terminate this Agreement the damage resulting from the Casualty is covered by giving the Insurance Policies (subject only to the applicable deductible) or by funds that Seller commits to provide by way of a credit against the applicable Assigned Price, (ii) subject to the rights of any Assumption Lenders, the proceeds of any 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 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 (excluding any Campus Development Property not yet occupied), and (v) there is no known material impediment to obtaining all governmental approvals to permit the Damaged Property to be rebuilt or repaired substantially to its condition prior to 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 within 10 days after receipt of the Casualty Notice. (b) 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 provisions of this 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 Seller’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, whereupon Escrow Company such Campus Property shall immediately return not be a Withdrawn Property, and (i) subject to the Deposit to Purchaserrights of any Assumption Lenders, the Parties shall each pay one-half proceeds of the costs of the Escrowany applicable Insurance Policies, and neither party to this Agreement shall thereafter have less any further rights or 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 (excluding business interruption proceeds for the period prior to Closing) relating to such damage and acquire the Property with appropriate adjustments to the 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 Closing) and the reasonable costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer insurance claims and obtain such insurance proceeds and to stabilize effect any repair or restoration made to such Campus Property prior to the Property following such casualty. applicable closing shall be paid to Purchaser at the applicable closing, and (b) If all unpaid claims and rights in connection with the cost of repairing such damage will not exceed Two Million Six Hundred Thousand Dollars ($2,600,000.00), the transactions contemplated hereby Casualty shall close with appropriate adjustments be assigned to the Purchase Price equal to the deductible under Purchaser at the applicable insurance policy (closing without in any manner affecting the Consideration payable 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 settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of all of Seller’s rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing)hereunder.

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 between the date of this Agreement and the Closing Date, all or any damage part of the Property is damaged by fire or other casualty, then notwithstanding the provisions of any statute to the Real Property contrary, Seller shall occur 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 reason written notice to the Seller within a reasonable amount of firetime after Purchaser receives the foregoing notice. The cost of restoring the Property, windstormfor the purposes of this provision, earthquakeshall 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 cancellation by the Purchaser, hailthe Deposit, explosionplus accrued interest earned thereon, hurricane 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 (20%) percent of the Purchase Price, or if the cost of repairing such damage will equal or exceed Two Million Six Hundred Thousand Dollars restoration is in excess of twenty ($2,600,000.00), Seller shall promptly notify Purchaser 20%) percent of the Purchase Price and Purchaser may then elect to (i) does not terminate this Agreement by giving written notice pursuant to Sellersubparagraph (c) hereof, 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 then this Agreement shall thereafter have remain in full force and effect and title shall nevertheless close without any further rights or liabilities under this Agreement, except for the Surviving Obligations, or (ii) receive an assignment of all of Seller’s claims abatement in connection therewith and any rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing) relating to such damage and acquire the Property with appropriate adjustments to 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 deductible on the Insurance Policy; and provided further that on the Closing Date, Seller shall execute and deliver to Purchaser an assignment of Seller's right to any proceeds of any hazard 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 applicable provisions of the hazard insurance policy (to policies covering the extent such deductible is not applied by Seller for repairs prior to Closing) and the reasonable Property, less costs and expenses actually incurred by Seller in connection therewith, including but not limited to negotiate or settle any casualty claim with an insurer and reasonable legal fees, shall be transferred to stabilize the Property following such casualtyPurchaser. (b) 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 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 settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of all of Seller’s rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing).

Casualties. If, after the Effective Date and prior to the Closing Date, any damage to any Property by reason of 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 Real Property any Hotel shall occur after the Effective Date and prior to the Closing Date by reason of fire, windstorm, earthquake, hail, explosion, hurricane explosion or other casualty, and if the cost of repairing to repair such damage will equal or exceed Two Hotel is greater than One Million Six Hundred Thousand Dollars ($2,600,000.001,000,000) as a result of such casualty (as determined by an engineer or contractor selected by Seller, subject to Purchaser’s reasonable approval), Seller shall promptly notify or such casualty could reasonably result in the inability of Purchaser and to operate the Hotel as a “hotel” that rents guest rooms in a manner consistent with Seller’s past practices. Purchaser may then elect elect, within ten (10) Business Days after receiving Seller’s written notice, by written notice to Seller, either to: (i) terminate this Agreement in its entirety by giving written notice to Seller, whereupon Escrow Company the Exxxxxx Money shall immediately return the Deposit be disbursed to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, Purchaser and neither party to all obligations between Seller and Purchaser under this Agreement shall thereafter have any further rights or liabilities under this Agreement, will terminate except for the Surviving Obligations, or those that expressly survive termination; or (ii) receive an assignment of all of Seller’s claims in connection therewith and any rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing) relating to such damage and acquire the Property with appropriate adjustments to the 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 Closing) and the reasonable costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer and to stabilize the Property following such casualty. (b) 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 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 settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of all of Seller’s rights to any insurance proceeds (excluding (x) business interruption proceeds for attributable to the period prior to Closingthe Closing Date, which shall be retained by Seller, and (y) any applicable deductible) relating to such damage and (subject to the terms of this Agreement) acquire the Hotel with the Purchase Price reduced by the sum of (A) the amount of any applicable insurance deductible with respect to any damage due to such casualty (unless, and solely to the extent, Seller has paid such deductible from its own funds without adjustment to the Purchase Price) which has not been paid by Seller and (B) the amount of any uninsured costs of repair and restoration associated with such casualty. (b) 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 terms of this 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 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 any damage due to such casualty and (ii) the amount of any uninsured 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 by reason of fire, windstorm, earthquake, hail, explosion, hurricane or other casualty, and if the cost of repairing such damage will equal or exceed Two Three Million Six Hundred Thousand Dollars ($2,600,000.003,000,000.00), 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 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 (excluding business interruption proceeds for the period prior to Closing) relating to such damage and acquire the Property with appropriate adjustments to the 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 Closing) and the reasonable costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer and to stabilize the Property following such casualty. (b) If the cost of repairing such damage will not exceed Two Three Million Six Hundred Thousand Dollars ($2,600,000.003,000,000.00), the transactions contemplated hereby shall close with appropriate adjustments to the 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 settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of all of Seller’s rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing).

Casualties. Trustor shall give prompt written notice to Beneficiary upon the occurrence of any casualty to or in connection with the Collateral or any part thereof, whether or not covered by insurance. In the event of such casualty (awhich, in the case of casualties occurring prior to the occurrence of an Event of Default, are in excess of $250,000 and thereafter, all casualties of any size or amount), the gross insurance proceeds less all expenses (including attorneys’ fees) incurred in the collection of such proceeds shall, subject to the provisions of the Loan Agreement, be payable to Beneficiary, and Trustor and Additional Trustor hereby authorize and direct any affected insurance company to make payment of such proceeds in such a case directly to Beneficiary. If Trustor and/or Additional Trustor receive any proceeds of insurance resulting from such casualty, Trustor and/or Additional Trustor shall promptly pay over such proceeds to Beneficiary. Beneficiary is hereby authorized and empowered by Trustor and Additional Trustor at Beneficiary’s option and in Beneficiary’s sole discretion, as attorney-in-fact for Trustor and Additional Trustor, to make proof of loss, to appear in and prosecute any action arising from any policy or policies of insurance, and upon the occurrence of an Event of Default hereunder or under the Loan Agreement, to settle, adjust or compromise any claim for loss, damage or destruction under any policy or policies of insurance. Trustor and Additional Trustor shall not settle, adjust or compromise any claim for loss, damage or destruction of the Collateral or any part thereof under any policy or policies of insurance without the prior written consent of Beneficiary to such settlement, adjustment or compromise (which consent shall not be unreasonably withheld). In the event of any damage to or destruction of the Real Property Premises, all insurance proceeds shall, at the option of Beneficiary, be applied upon any indebtedness or obligation of Trustor secured hereby, and in such order as Beneficiary may determine notwithstanding that said indebtedness or the performance of said obligation may not then be due. Except as provided in the Loan Agreement, nothing herein contained shall occur prior be deemed to excuse Trustor from repairing or maintaining the Collateral as provided in Section 2.2 hereof or restoring all damage or destruction to the Closing Date by reason Collateral, regardless of fire, windstorm, earthquake, hail, explosion, hurricane whether or other casualtynot there are insurance proceeds available to Trustor or whether any such proceeds are sufficient in amount, and if the cost application or release by Beneficiary of repairing such damage will equal or exceed Two Million Six Hundred Thousand Dollars ($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 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 (excluding business interruption proceeds for the period prior to Closing) relating shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such damage and acquire the Property with appropriate adjustments to the 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 Closing) and the reasonable costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer and to stabilize the Property following such casualtynotice. (b) 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 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 settle any casualty claim with an insurer and to stabilize the Property following such casualty and Purchaser shall receive an assignment of all of Seller’s rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing).

Casualties. (a) If any In the event of damage by fire or other casualty to the Real Property shall occur Premises prior to the Closing Date by reason of fireClosing, windstorm, earthquake, hail, explosion, hurricane or other casualty, 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 (and if the cost settlement negotiations are subsequent to the expiration of repairing such damage will equal or exceed Two Million Six Hundred Thousand Dollars ($2,600,000.00)the Due Diligence Period, Seller shall promptly notify Purchaser and Purchaser may then elect to (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 (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 by giving written notice to Seller, whereupon Escrow Company shall immediately return in which event the Deposit shall be returned to Purchaser, the Parties shall each pay one-half of the costs of the Escrow, Purchaser and neither party to this Agreement the Purchaser nor the Seller shall thereafter have any further rights or liabilities under this Agreement, except for those obligations that, pursuant to the Surviving Obligationsexpress 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 that 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, (the Seller being under no obligation to restore any such damage), 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 (iib) receive an assignment any tenant shall have the right to terminate its lease or any portion thereof on account of all of Seller’s claims in connection therewith and any rights to any insurance proceeds (excluding business interruption proceeds for the period prior to Closing) relating to such damage and acquire has exercised such right (provided that (A) the Property with appropriate adjustments 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 of the Closing Date, the Seller shall deliver, at the Seller's cost and expense, to the Purchase Price equal to Purchaser UCC, federal and state tax lien, judgment lien, litigation and bankruptcy searches of the deductible under Seller, for the applicable insurance policy following jurisdictions: (to the extent such deductible is not applied by Seller for repairs prior to Closinga) and the reasonable costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer and to stabilize the Property following such casualty. 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 cost of repairing Seller shall fail to procure such damage will not exceed Two Million Six Hundred Thousand Dollars ($2,600,000.00)unconditional release, the transactions contemplated hereby shall close with appropriate adjustments to the Purchase Price equal to the deductible under the applicable insurance policy (to the extent such deductible is not applied by Seller for repairs satisfaction or termination prior to the Closing, then the Purchaser may elect to either (i) terminate this Agreement in which event the Deposit shall be immediately returned to the Purchaser and thereupon neither the costs and expenses incurred by Seller to negotiate or settle any casualty claim with an insurer and to stabilize nor the Property following such casualty and Purchaser shall receive an assignment have any further rights, duties or obligations under this Agreement, except for obligations that, pursuant to the express terms of all this Agreement, survive such termination, (ii) waive its objection and accept the Premises, subject to such matters, in which event this Agreement shall remain in full force and effect; provided, however, that if such matter can be removed with the payment of Seller’s rights money, then the Purchaser shall have the right to deduct from the Purchase Price the amount of such matter, and any insurance proceeds (excluding business interruption proceeds amount so deducted from the Purchaser Price shall be paid to the appropriate party in exchange for the period prior to Closing)release, satisfaction and/or termination of such matter; or (iii) xxx the Seller for specific performance.