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”).

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.

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 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 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 appropriate party in exchange for the release, satisfaction and/or termination of such matter; or (iii) xxx the Seller Casualty Contribution (the “Casualty Credit”)for specific performance.

Casualties. If, prior to the Closing Date a Non-Material Casualty (as hereinafter defined) occurs, then (a) If the Company shall notify Investor of such fact, (b) Investor shall not have any right or option to terminate this Agreement and this Agreement shall continue in effect, (c) at the Closing Investor shall accept its interest in the applicable Property subject to such Non-Material Casualty, and (d) at the Closing, the Company shall cause to be retained by the Property Owners, and the Property Owners shall be entitled to receive and keep, all of the Property Owners’ interest in and to all insurance proceeds payable in connection with such Casualty. 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 Company shall notify Investor 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 Investor 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 the Company within ten (10) days after it receives such notice thereof from the Company (and the Closing shall be automatically adjourned for such ten (10) day period if all conditions precedent to SellerInvestor’s obligation to close have otherwise been satisfied). In the event that Investor fails to exercise such termination right within such ten (10) day period, Investor shall be deemed to have waived such termination right, in which case event the Initial Payment provisions of the first sentence of this Section 10(b) shall apply to such Material Casualty. In the event that Investor delivers a notice of termination within such ten (including earnings thereon10) and the Escrow Amount (including earnings thereon) will be returned to Buyer. If Buyer fails to elect to terminate day period, 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.

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.