Common use of Casualty Damage/Condemnation Clause in Contracts

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the Property is materially impaired, or (d) Tenant would have the right to terminate the Arctic Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant fails to waive such right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th day after Buyer receives written notice of such destruction, taking or threatened taking. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 30-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 30-day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller (or shall assign the right or claim to receive such proceeds after Closing), or Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit shall be returned to Buyer, the parties shall share equally the cancellation charges, if any, of Escrow Agent, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1. Any time after the date that is 3 Business Days prior to the end of the Inspection Period, Seller shall not settle or compromise any insurance claim or condemnation action without the prior written consent of Buyer, and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 500,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the Property is materially impaired, or (d) a casualty or condemnation occurs that is reasonably estimated to result in loss of rental income after Closing in excess of $100,000.00, or (e) any Tenant would have has the right to terminate the Arctic its respective Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant such tenant fails to waive such right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th 15th day after Buyer receives written notice of such destruction, taking or threatened taking. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 3015-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 3015-day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller (or shall assign the right or claim to receive such proceeds after Closing), or Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit Deposit, less the Independent Contract Consideration (which Escrow Agent shall deliver to Seller), shall be returned to Buyer, the parties shall share equally the cancellation charges, if any, of Escrow AgentAgent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1). Any time after the date that is 3 Business Days prior to the end of the Inspection Period, Seller shall not settle or compromise any insurance claim or condemnation action without the prior written consent of Buyer, and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 500,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the Property is materially impaired, or (d) a casualty or condemnation occurs that is reasonably estimated to result in loss of rental income after Closing in excess of $50,000.00, or (e) any Tenant would have has the right to terminate the Arctic its respective Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant such tenant fails to waive such right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th day 10th Business Day after Buyer receives written notice of such destruction, taking or threatened taking. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 3010-day Business Day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 3010-day Business Day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller (or shall assign the right or claim to receive such proceeds after Closing), or Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit shall be returned to Buyer, the parties shall share equally the cancellation charges, if any, of Escrow AgentAgent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) ). From and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1. Any time after the date that is 3 2 Business Days prior to the end of the Inspection Period, Seller shall not settle or compromise any insurance claim or condemnation action without the prior written consent of BuyerBuyer (which consent shall not be unreasonably withheld, conditioned or delayed), and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the Property Improvements is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the Property Improvements is materially impaired, or (d) a casualty or condemnation occurs that is reasonably estimated to result in loss of rental income after Closing (not covered by rental interruption insurance, the proceeds of which are made available to Buyer) in excess of $100,000.00, or (e) any Major Tenant would have has the right to terminate the Arctic its respective Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, domain and such Major Tenant fails to does not waive such termination right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th 10th day after Buyer receives written notice of such destruction, taking or threatened taking. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 3020-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 3020-day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller (or shall assign the right or claim to receive such proceeds after Closing), or Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit shall be returned to Buyer, the parties shall share equally the cancellation charges, if any, of Escrow Agent, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1). Any time after the date that is 3 Business Days prior to After the end of the Inspection Period, if Buyer does not elect to terminate this Agreement, Seller shall not settle or compromise any insurance claim or condemnation action without the prior written consent of BuyerBuyer and Buyer shall act in good faith in participating in the settlement or compromise of any insurance claim or condemnation action, and Buyer shall have the option to participate in any such claim or action. After the end of the Inspection Period, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, during the period starting 3 Business Days prior to the expiration of the Inspection Period through the applicable Closing, either (a) $250,000.00 or more of damage exceeding the Damage Threshold is caused to the any Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the any Property resulting in damage to or diminution in value equal to or greater than the Damage Threshold for such amount Property is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the any Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the any Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the such Property is materially impaired, or (d) a casualty or condemnation occurs as to any Property that is reasonably estimated to result in loss of rental income after the Closing for such Property in excess of the Rental Income Threshold for such Property, or (e) any Major Tenant would have has the right to terminate the Arctic its respective Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant such tenant fails to waive such right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”” as to the affected Property), then, in any such event, Buyer may elect to terminate this Agreement as to the affected Property and the related Seller by giving written notice to such Seller of its election to terminate this Agreement as to the affected Property and the related Seller (a “Material Event Termination Notice”) on or before the 30th day after Buyer receives written notice of such destruction, taking or threatened takingtaking (provided this Agreement shall remain in effect with respect to all other Properties). Buyer, at its option and in its sole discretion, may extend the Closing Date as to the affected Property to allow Buyer such full 30-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 30-day period, then (i) this transaction the sale of the affected Property shall close as set forth in this Agreement, (ii) Buyer shall pay the full applicable Allocated Purchase Price (subject to clause (iv) below), (iii) the Seller of the affected Property shall assign to Buyer the proceeds of any insurance policies payable to such Seller (or shall assign the right or claim to receive such proceeds after ClosingClosing of such Property), or such Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the applicable Allocated Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit applicable Property Deposit, less the applicable Independent Contract Consideration (which Escrow Agent shall deliver to such Seller), shall be returned to Buyer, the parties shall share equally the cancellation chargescharges as to such Property, if any, of Escrow AgentAgent and Title Company, and this Agreement shall be of no further force or effect as to such Seller and its Property and neither party shall have any further rights or obligations to one another hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1). Any time after the date that is 3 Business Days prior to the end of the Inspection Period, No Seller shall not settle or compromise any insurance claim or condemnation action as to such Seller’s Property without the prior written consent of Buyer, and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Each Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work)) to such Seller’s Property, and (Z) the repair of any other casualty or condemnation affecting such Seller’s Property if such repair will not be fully and completed repaired prior to the ClosingClosing of such Seller’s Property.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or parking, is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion a casualty or condemnation occurs that is reasonably estimated to result in loss of the Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat rental income after Closing in excess of eminent domain (temporarily or permanently) such that the use of the balance of the Property is materially impaired$400,000.00, or (d) Tenant would have has the right to terminate the Arctic Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant fails to waive such right (any event under subsections (a) through (ed) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th day after Buyer receives written notice of such destruction, taking or threatened taking, unless, (x) in the case of a Material Change under subsection (a) of this Section 8.3, Seller notifies Buyer in writing no later than 3 Business Days following delivery of the Material Event Termination Notice that Seller will provide Buyer a credit against the Purchase Price in the amount of the damage in excess of $250,000.00 (such credit as mutually agreed upon by Buyer and Seller, each acting in good faith and in a commercially reasonable manner, the “Material Damage Credit”) or (y) in the case of a Material Change under subsection (c) of this Section 8.3, Seller notifies Buyer in writing no later than 3 Business Days following delivery of the Material Event Termination Notice that Seller will provide Buyer a credit against the Purchase Price in the amount of the loss of rental income after Closing in excess of $400,000.00 (such credit as mutually agreed upon by Buyer and Seller, each acting in good faith and in a commercially reasonable manner, the “Material Rent Loss Credit” and, together with the Material Damage Credit, the “Material Event Credit”), whereupon, in each case, the Material Event Termination Notice given as a result of a Material Change under either subsection (a) or (c) of this Section 8.3 shall be null and void and Seller shall provide such credit(s) at Closing; provided, however, in the event the amount of the proposed Material Event Credit exceeds $2,000,000.00, Buyer may, in its sole and absolute discretion, either accept the Material Event Credit or decline to accept the same by written notice given to Seller prior to the Closing Date and, (1) in the event Buyer notifies Seller that Buyer accepts the Material Event Credit, the Parties shall proceed to Closing in accordance with this Section 8.3 and (2) in the event Buyer notifies Seller that Buyer does not accept the Material Event Credit or fails to provide notice prior to the Closing Date, the Material Event Termination Notice shall remain in effect and this Agreement shall terminate in accordance with this Section 8.3. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 30-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 30-day periodperiod or such Material Event Termination Notice is voided as provided in this Section 8.3, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign (or cause to be assigned) to Buyer the proceeds of any insurance policies payable to any Seller Party (or shall assign (or cause to be assigned) the right or claim to receive such proceeds after Closing), or Sellersuch Seller Party’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount and/or the Material Event Credit shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section and such Material Event Termination Notice is not voided pursuant to this section, (a) Escrow Agent shall return the Deposit shall be returned to Buyer, (b) Seller shall be responsible for the parties shall share equally the cancellation charges, if any, charges of Escrow AgentAgent (except as otherwise set forth in the Escrow Agreement), (c) Buyer shall be responsible for the charges of the Title Company, and (d) this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer ). No Seller Party shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1. Any time after the date that is 3 Business Days prior to the end of the Inspection Period, Seller shall not settle or compromise any insurance claim or condemnation action without the prior written consent of BuyerBuyer which shall not be unreasonably withheld or delayed, and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing. The provisions of this Section 8.3 shall survive the Closing.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the Property is materially impaired, or (d) a casualty or condemnation occurs that is reasonably estimated to result in loss of rental income after Closing in excess of $50,000.00, or (e) any Major Tenant would have has the right to terminate the Arctic its respective Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant such tenant fails to waive such right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th day after Buyer receives written notice of such destruction, taking or threatened taking. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 30-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 30-day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller (or shall assign the right or claim to receive such proceeds after Closing), or Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit shall be returned to Buyer, the parties shall share equally the cancellation charges, if any, of Escrow Agent, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1. Any time after the date that is 3 Business Days prior to the end of the Inspection Period, Seller shall not settle or compromise any insurance claim or condemnation action without the prior written consent of Buyer, and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the Property is materially impaired, or (d) a casualty or condemnation occurs that is reasonably estimated to result in loss of rental income after Closing in excess of $50,000.00, or (e) Tenant would have has the right to terminate the Arctic Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant such tenant fails to waive such right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th day after Buyer receives written notice of such destruction, taking or threatened taking. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 30-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 30-day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller (or shall assign the right or claim to receive such proceeds after Closing), or Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit Deposit, less the Independent Contract Consideration (which Escrow Agent shall deliver to Seller), shall be returned to Buyer, the parties shall share equally the cancellation charges, if any, of Escrow AgentAgent and Title Company, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1). Any time after the date that is 3 Business Days prior to the end of the Inspection Period, Seller shall not settle or compromise any insurance claim or condemnation action pertaining to a Material Change without the prior written consent of Buyer, and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing.

Casualty Damage/Condemnation. Notwithstanding anything to the contrary set forth in this Agreement, if, prior to Closing, either (a) $250,000.00 or more of damage is caused to the Property as a result of any earthquake, hurricane, tornado, flood, landslide, fire, act of war, terrorism, terrorist activity or other casualty, or any portion of the Property equal to or greater than such amount is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (b) material access to the Property, or a material portion of the parking is destroyed as a result of a casualty or is taken (or is threatened to be taken) under the power or threat of eminent domain (temporarily or permanently), (c) any portion of the Property is rendered untenantable or is taken (or threatened to be taken) under the power or threat of eminent domain (temporarily or permanently) such that the use of the balance of the Property is materially impaired, or (d) a casualty or condemnation occurs that is reasonably estimated to result in loss of rental income after Closing in excess of $50,000.00, or (e) any Tenant would have has the right to terminate the Arctic its respective Tenant Lease as a result of a casualty or a temporary or permanent taking (or threatened taking) under the power or threat of eminent domain, and Tenant such tenant fails to waive such right (any event under subsections (a) through (e) of this Section 8.3 being a “Material Change”), then, in any such event, Buyer may elect to terminate this Agreement by giving written notice to Seller of its election to terminate this Agreement (a “Material Event Termination Notice”) on or before the 30th day after Buyer receives written notice of such destruction, taking or threatened taking. Buyer, at its option and in its sole discretion, may extend the Closing Date to allow Buyer such full 30-day period to determine if Buyer elects to issue a Material Event Termination Notice. If Buyer does not give (or has no right to give) a Material Event Termination Notice within such 30-day period, then (i) this transaction shall close as set forth in this Agreement, (ii) Buyer shall pay the full Purchase Price (subject to clause (iv) below), (iii) Seller shall assign to Buyer the proceeds of any insurance policies payable to Seller (or shall assign the right or claim to receive such proceeds after Closing), or Seller’s right to or portion of any condemnation award (or payment in lieu thereof), and (iv) the amount of any deductible or self-insured or uninsured amount shall be a credit against the Purchase Price. If Buyer timely delivers a Material Event Termination Notice pursuant to this section, the Deposit shall be returned to Buyer, the parties shall share equally the cancellation charges, if any, of Escrow Agent, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder (other than pursuant to any provision which expressly survives the termination of this Agreement) and Buyer shall provide Seller with copies of Buyer’s reports pursuant to Section 4.1. Any time after the date that is 3 Business Days prior to the end of the Inspection Period, Seller shall not settle or compromise any insurance claim or condemnation action without the prior written consent of Buyer, and Buyer shall have the option to participate in any such claim or action, but shall not unreasonably withhold or delay such settlement. Seller shall obtain Buyer’s prior approval (which shall not be unreasonably withheld, delayed or conditioned) with respect to (Y) the repair of any Material Change (including the plans, contracts and contractors for such repair work), and (Z) the repair of any other casualty or condemnation if such repair will not be fully and completed repaired prior to the Closing.