Common use of CASUALTY LOSS AND CONDEMNATION Clause in Contracts

CASUALTY LOSS AND CONDEMNATION. If, during the Interim Period, all or any portion of the Properties are destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or shall be taken by condemnation or under the right of eminent domain (each, a “Casualty Loss”) and the value of such Casualty Loss exceeds twenty percent (20%) of the Purchase Price, neither Buyer nor Seller shall be required to close. Should Buyer and Seller both elect to close, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be required to close) (i) Seller shall cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, or (iii) to treat such casualty or taking as a Title Defect with respect to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect (i) to cause the Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Properties.

CASUALTY LOSS AND CONDEMNATION. If, during the Interim Period, all or any portion of the Properties are destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or shall be taken by condemnation or under the right of eminent domain (each, a “Casualty Loss”) and the value of such Casualty Loss (a) exceeds twenty fifteen percent (2015%) of the Purchase Price, neither Buyer nor Seller shall be required to closeClose. Should Buyer and Seller both elect to closeClose, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedySeller, neither Party shall be required to close) at its option, may elect (i) Seller shall to cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole costcost (other than the first one million dollars ($1,000,000), which shall be borne by Buyer), as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing affected by any casualty or taking and reduce the Purchase Price by the Allocated Value of such PropertiesProperty, and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing; (b) is less than fifteen percent (15%) of the Purchase Price, but exceeds one million dollars ($1,000,000), then Seller, at its option, may elect (i) to cause the Properties affected by any casualty or taking to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost (other than the first one million dollars ($1,000,000), which shall be borne by Buyer), as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (iiiii) to treat exclude the Property affected by such casualty or taking as a Title Defect with respect to the affected Casualty Loss Property or from the Properties under Section 5.4 (provided that any reduction conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price on account shall be adjusted downward by the Allocated Value of such Title Defect will be unaffected by any threshold provided for Title Defect AmountsProperty in accordance with Section 3.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss ; or (c) is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand one million dollars ($500,000), then Seller, at its option, may elect (i) to cause the Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,0001,000,000), then the Property affected by such Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.86.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Properties.

CASUALTY LOSS AND CONDEMNATION. (A) If, during the Interim Periodprior to Closing, all any Property or any portion part thereof shall be (x) subject to a taking by any public or quasi-public authority through condemnation, eminent domain or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the Properties are exercise of such taking) (collectively, "Condemnation") or (y) destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident fire or other casualty and in either case the parties reasonably estimate the proceeds from such Condemnation or the cost to repair the damage or destruction to be in excess of a similar nature or shall be taken by condemnation or under 15% of the right of eminent domain (each, a “Casualty Loss”) and the value Allocated Purchase Price of such Casualty Loss exceeds twenty percent Property (20%a "Major Event") (unless such Condemnation does not do any of the Purchase Pricefollowing: reduce the number of residential units of the Property, neither Buyer nor Seller eliminate the pool or other major amenity, reduce the parking by more than 10%, and materially impede the main access to the Property, in which case such Condemnation would not be a Major Event), Purchaser shall be required to close. Should Buyer have the option exercisable within ten (10) days after Purchaser and Seller both elect to close, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be required to close) (i) Seller shall cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, or (iii) to treat such casualty or taking as a Title Defect with respect to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect estimate either (i) to cause drop the Casualty Loss Properties Property affected by such Major Event pursuant to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date)Section 12 without terminating any other obligations of Purchaser hereunder, or (ii) exclude to elect to take title to such affected Property without any reduction in, abatement of, or credit against the Casualty Loss PropertyPurchase Price, together with any Properties related notwithstanding such Condemnation, destruction or damage; if Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (i). If Purchaser elects to consummate the Casualty Loss Property that will be materially adversely affected transaction contemplated by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case without dropping such Property, subject to the Purchase Price shall be adjusted downward by terms and provisions of the Allocated Value of such Properties in accordance with Section 2.2(b)(iv)Bond Documents, and in each such caseat the Closing, Seller shall retain all or shall cause the Affiliate to assign to Purchaser (without recourse) (x) the rights of Seller or the Affiliate to the Condemnation proceeds (including without limitation, the sale proceeds for the Club Apartments if sold prior to Closing in any transfer made in lieu of or in anticipation of the exercise of a taking (Seller shall endeavor to consummate a transaction and shall consult with Purchaser in connection therewith with regard to the Club Apartments, but Seller cannot sign any purchase contract without the consent of Purchaser and Purchaser cannot force Seller to sell the Club Apartments) or insurance and other claims against third parties proceeds with respect to such Casualty Loss except to Major Event, net of the extent amount of Seller's reasonable costs and expenses (including, but not limited to, reasonable legal fees and closing costs under a sale in lieu of or in anticipation of the Parties otherwise agree in writing. If the value exercise of such Casualty Loss is less than five hundred thousand dollars ($500,000a taking), then the Casualty Loss Property shall be included if any in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closingcollecting same ("Net Proceeds"), notwithstanding such Casualty Lossincluding without duplication, without any reduction to giving Purchaser a credit against the Purchase Price with respect thereto in the amount of the Net Proceeds received by Seller or the Affiliate prior to Closing (provided, however, Seller or the Affiliate shall receive without duplication, a credit toward the Purchase Price for any such costs and expenses not recovered prior to Closing) and (y) the rights to settle any Condemnation proceeding or the loss under all policies of insurance applicable to the Major Event, and Seller shall transfer or shall cause the Affiliate, at Closing and thereafter, to Buyer execute and deliver to Purchaser all rights to third-party insurance and the proceeds thereof (net required proofs of any self-retention or deductible amount) loss, assignments of claims and other claims similar items (the provisions of this sentence shall survive the Closing). In any case in which Seller or the Affiliate is assigning to Purchaser the Net Proceeds under any insurance policy, Purchaser shall receive a credit against third parties, in each case, the Purchase Price for the deductible associated with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, underlying claim under the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Propertiesapplicable insurance policy.

CASUALTY LOSS AND CONDEMNATION. 14.1. If, during after the Interim PeriodEffective Date and prior to the Closing, all or any portion of the Properties are Assets is destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident fire or other casualty or if any portion of a similar nature or the Assets shall be taken by condemnation or under the right of eminent domain (each, a “all of which are herein called "Casualty Loss”" and limited to property damage or taking only), Buyer and Seller must agree prior to Closing either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Purchase Price shall be reduced by the value allocated to the deleted interest as set out in Exhibit B or (ii) for Buyer to proceed with the purchase of such Assets, notwithstanding any such destruction or taking (without reduction of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third parties by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all of the right, title and interest of Seller in and to any claims, causes of action, unpaid proceeds or other payments from third parties arising out of such destruction or taking; provided, however, if the value of such Casualty Loss that portion of the Assets affected by the casualty Loss, not to exceed that allocated in Exhibit B, exceeds twenty ten percent (2010%) of the Purchase Price, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, the transaction shall not close and thereafter neither Buyer nor Seller shall be required to close. Should Buyer and Seller both elect to close, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be required to close) (i) Seller shall cause the Properties affected by have any casualty liability or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, or (iii) to treat such casualty or taking as a Title Defect with respect further obligations to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction to other hereunder and the Purchase Price on account of such Title Defect Performance Deposit will be unaffected by any threshold provided for Title Defect Amounts), and in each such casereturned to Buyer subject to 14.2 below. Prior to Closing, Seller shall retain all rights to insurance and other claims against third parties with respect to such not voluntarily compromise, settle or adjust any amounts payable by reason of any Casualty Loss except to without first obtaining the extent the written consent of Buyer. The Parties otherwise agree that any dispute that cannot be settled in writing. If the value of such Casualty Loss is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect (i) to cause the Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that good faith will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties settled in accordance with Section 2.2(b)(iv), and the Arbitration procedures as set out in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writingArticle 18. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Propertieshereof.

CASUALTY LOSS AND CONDEMNATION. If, during the Interim Period, all or any portion of the Properties are destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or shall be taken by condemnation or under the right of eminent domain (each, a “Casualty Loss”) and the value of such Casualty Loss (a) exceeds twenty percent (20%) of the Purchase Price, neither Buyer nor Seller shall be required to close. Should Buyer and Seller both elect to close, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedySeller, neither Party shall be required to close) at its option, may elect (i) Seller shall to cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing affected by any casualty or taking and reduce the Purchase Price by the Allocated Value of such Properties, Property; or (iii) to treat such casualty or taking as a Title Defect with respect to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in . In each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss the casualty or taking except to the extent the Parties parties otherwise agree in writing. If the value of such Casualty Loss ; (b) is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect (i) to cause the Property affected by such Casualty Loss Properties to shall be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Properties Property in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss ) or (b) is less than five hundred thousand dollars ($500,000), then the Property affected by such Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Properties.

CASUALTY LOSS AND CONDEMNATION. If, during prior to the Interim PeriodClosing, all or any portion of the Properties Assets are destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident fire or other casualty or if any portion of a similar nature or the Assets shall be taken by condemnation or under the right of eminent domain (each, a “all of which are herein called "Casualty Loss”" and limited to property damage or taking only), Buyer shall have the option either (i) to delete that portion of the Assets which is subject to the Casualty Loss from the Assets, and the Stock Consideration portion of the Purchase Price shall be reduced by the value allocated to the deleted Asset as set out in Exhibit "F," or (ii) for Buyer to proceed with the purchase of such Casualty Loss exceeds twenty percent Assets, notwithstanding any such destruction or taking (20%) without reduction of the Stock Consideration portion of the Purchase Price) in which case Seller shall pay, at the Closing, to Buyer all sums paid to Seller by third Persons by reason of the destruction or taking of such Assets and shall assign, transfer and set over unto Buyer all insurance proceeds received by Seller as well as all of the right, title and interest of Seller in and to any Claims, unpaid proceeds or other payments from third Persons arising out of such destruction or taking. If the Allocated Value of that portion of the Assets affected by the Casualty Loss as shown on Exhibit "F" exceeds $250,000.00, Buyer and Seller shall each have the right to terminate this Agreement upon written notification to the other, the transaction shall not close and thereafter neither Buyer nor Seller shall be required to close. Should Buyer and Seller both elect to close, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be required to close) (i) Seller shall cause the Properties affected by have any casualty Liability or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, or (iii) to treat such casualty or taking as a Title Defect with respect further obligations to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction other hereunder. Prior to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in each such caseClosing, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value not voluntarily compromise, settle or adjust any amounts payable by reason of such Casualty Loss is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect (i) to cause the Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to without first obtaining the Propertieswritten consent of Buyer.

CASUALTY LOSS AND CONDEMNATION. If, during prior to Closing, the Interim Period, all Property or any portion of the Properties are part thereof shall be condemned, or destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident fire or other casualty of a similar nature or shall be taken by condemnation or under the right of eminent domain (eachcasualty, a “Casualty Loss”) and the value of such Casualty Loss exceeds twenty percent (20%) of the Purchase Price, neither Buyer nor Seller shall be required to closepromptly so notify Purchaser. Should Buyer and Seller both elect to closeIn such event, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be required to close) provided that either: (i) Seller shall cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) reasonable cost to be repaired or restored to at least their condition prior restore the Property due to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, damage or (iii) to treat such casualty or taking as a Title Defect with respect to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss destruction is less greater than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars One Million Dollars ($500,000), then Seller, at its option, may elect (i) to cause the Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date1,000,000.00), or (ii) exclude any portion of any of the Casualty Loss Propertyparking area or buildings located at the Property is taken and/or condemned, together with any Properties related (items (i) and (ii) are collectively referred to hereinafter as a "Material Casualty"), then either Seller or Purchaser shall have the option to terminate this Agreement by delivery of its written termination notice to the Casualty Loss Property that other within fifteen (15) days (and the Closing Date will be materially adversely affected extended, if necessary, to allow either party the full fifteen (15) day period) after Seller's delivery to Purchaser of its notice of a Material Casualty. If (a) the reasonable cost to restore the Property due to the aforementioned damage, destruction or condemnation does not constitute a Material Casualty, or (b) in the event of a Material Casualty, neither Seller nor Purchaser elects to terminate this Agreement pursuant to the provisions of the preceding sentence, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement without abatement of the Purchase Price for any amounts other than any deductible amounts payable by Seller under applicable policies of insurance and Purchaser shall be entitled to receive at Closing the condemnation or insurance proceeds (or an assignment of the right to such proceeds) (less any amounts applied against costs incurred or income lost by Seller as a result of such occurrence) and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If either Seller or Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5, Seller shall promptly notify the Escrowee to --------- return the Xxxxxxx Money and, thereafter, the Xxxxxxx Money shall be returned to Purchaser by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this AgreementEscrowee, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to event this Agreement at the Closing, notwithstanding such Casualty Lossshall, without any reduction to further action of the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each casebecome null and void and neither party shall have any further rights or obligations under this Agreement; provided, with respect to such Casualty Losshowever, that the -------- ------- foregoing shall not limit the parties' recourse against one another under Sections 6 and 9(G) below. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Properties.---------- ----

CASUALTY LOSS AND CONDEMNATION. If, during the Interim Period, all or any portion of the Properties are destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident or other casualty of a similar nature or shall be taken by condemnation or under the right of eminent domain (each, a “Casualty Loss”) and the value of such Casualty Loss exceeds twenty percent (20%) of the Purchase Price, neither Buyer nor Seller shall be required Prior to close. Should Buyer and Seller both elect to close, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be required to close) (i) Seller shall cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date, the risk of loss shall remain with Supreme. If, prior to the Closing Date, the Property or any part thereof shall be condemned, or destroyed or damaged, Supreme shall promptly so notify the Village. If the Property or any part thereof shall be condemned or if the Property or any part thereof shall be damaged in a way that would prevent the Village’s Intended Use as determined by the Village in the Village’s sole discretion, and the repair thereof would cost in excess of Fifty Thousand Dollars ($50,000.00) (as reasonably determined by the insurance adjuster designated by Supreme’s insurance company), then, at the option of the Village this Agreement may be terminated, which option shall be exercisable, if at all, by written notice thereof to Supreme within ten (ii10) business days after the Village receives written notice of such condemnation or damage and written notice of the insurance adjuster’s determination of resulting damages. At the Village’s sole option, the Closing Date shall be extended to remove permit the Casualty Loss Properties from foregoing periods to run. If the Properties Village elects to terminate this Agreement, this Agreement shall, without further action of the Parties, become null and void, and neither party shall have any rights or obligations under this Agreement, except those which expressly survive termination. In the event that the Village does not exercise its option to terminate this Agreement set forth above, or if the casualty is below the Fifty Thousand Dollars ($50,000.00) threshold described above, then the Closing shall proceed and the Village shall be entitled to receive: (a) with respect to a condemnation, an assignment of all of Supreme’s right, title, and interest in and to the condemnation proceeds to be delivered at Closing and reduce the Purchase Price by the Allocated Value awarded to Supreme as a result of such Propertiescondemnation, or (iiib) with respect to treat such casualty or taking as a Title Defect casualty, an amount equal to all insurance proceeds received by Supreme with respect to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction damage to the Purchase Price on account of such Title Defect will be unaffected Property caused by any threshold provided for Title Defect Amounts), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars ($500,000), then Seller, at its option, may elect (i) to cause the Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, plus a credit in the amount of Supreme’s deductible relating thereto, less any and all reasonable sums expended by Supreme in connection with any repairs or replacements to the Property. In addition, in the event of the foregoing, the Village and Supreme shall mutually execute and deliver at SellerClosing an agreement and release in mutually reasonably satisfactory form whereby Supreme agrees to cooperate with the Village after Closing (at the Village’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Propertiesconnection therewith.

CASUALTY LOSS AND CONDEMNATION. If, during prior to Closing, the Interim Period, all Property or any portion of the Properties are part thereof shall be taken or condemned, or destroyed or damaged by fire, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident fire or other casualty of a similar nature or shall be taken by condemnation or under the right of eminent domain (eachcasualty, a “Casualty Loss”) and the value of such Casualty Loss exceeds twenty percent (20%) of the Purchase Price, neither Buyer nor Seller shall be required to closepromptly so notify Purchaser. Should Buyer and Seller both elect to closeIn such event, the Parties shall mutually agree on one of the following remedies (and if the Parties do not agree on a remedy, neither Party shall be required to close) provided that either: (i) Seller shall cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) reasonable cost to be repaired or restored to at least their condition prior restore the Property due to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing damage or destruction is greater than Seven Hundred Fifty Thousand and reduce the Purchase Price by the Allocated Value of such Properties, or (iii) to treat such casualty or taking as a Title Defect with respect to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction to the Purchase Price on account of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than twenty percent (20%) of the Purchase Price, but exceeds five hundred thousand dollars No/100 Dollars ($500,000), then Seller, at its option, may elect 750,000.00) (i) to cause the Casualty Loss Properties to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Datea "Material Casualty"), or (ii) exclude any material portion of the Casualty Loss Propertybuilding located on the Property is taken or condemned, together with any Properties related (a "Material Condemnation"), then Purchaser shall have the option to terminate this Agreement by delivery of its written termination notice to Seller within fifteen (15) days after Seller's delivery to Purchaser of its notice of a Material Condemnation or the occurrence of a Material Casualty. If (a) the aforementioned casualty is not a Material Casualty, (b) the aforementioned taking or condemnation is not a Material Condemnation, or (c) Purchaser does not elect to terminate this Agreement pursuant to the Casualty Loss Property that will be materially adversely affected by the exclusion provisions of the Casualty Loss Propertypreceding sentence (time being of the essence with respect to any such election), from then Seller and Purchaser shall consummate the Properties conveyed transaction contemplated by Seller to Buyer at the Closing pursuant to this Agreement, in which case Agreement without abatement of the Purchase Price and Purchaser shall be adjusted downward by entitled to approve the Allocated Value terms of any insurance settlement, such Properties in accordance with Section 2.2(b)(iv)approval not to be unreasonably withheld or delayed, and in each to receive at Closing the taking, condemnation or insurance proceeds (or an assignment of the right to such case, proceeds) (less any amounts applied against costs incurred or income lost (solely to the extent Seller shall retain all rights to has rent loss insurance and other claims against third parties proceeds available with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value lost income) by Seller as a result of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to occurrence) plus a credit against the Purchase Price with respect thereto in the amount of any deductible payable by Seller, and Seller shall transfer shall, at Closing, execute and deliver to Buyer Purchaser all rights to third-party insurance and the proceeds thereof (net customary proofs of any self-retention or deductible amount) loss, assignments of claims and other claims against third similar items. If Purchaser elects to terminate this Agreement pursuant to the provisions of this Section 5 and Purchaser is not in default under this Agreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, in each casebecome null and void and neither party shall have any further rights or obligations under this Agreement; provided, with respect to such Casualty Loss. Notwithstanding anything to however, that the contrary set forth herein, foregoing shall not limit Seller's recourse against Purchaser under Sections 6 and 11(G) below and under the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Properties"Confidentiality Agreement" (as hereinafter defined).

CASUALTY LOSS AND CONDEMNATION. Prior to Closing, the risk of loss shall remain with Seller. If, during prior to Closing, the Interim Period, all Property or any portion of the Properties are part thereof shall be condemned, or destroyed or damaged by firefire or other casualty, flood, earthquake, windstorm, theft, vandalism, explosion, blowout, riot, sabotage, accident Seller shall promptly so notify Purchaser. If the Property or any part thereof shall be condemned such that damages are in excess of Five Million and No/100ths Dollars ($5,000,000.00) (as determined by an MAI certified appraiser selected by Seller) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty the repair of a similar nature or which would cost in excess of Five Million and No/100ths Dollars ($5,000,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), then, at the option of Purchaser, which option shall be taken exercisable, if at all, by written notice within ten (10) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and the insurance adjuster’s determination of resulting damages, this Agreement may be terminated. If Purchaser elects to terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any rights or obligations under this Agreement, except those which expressly survive termination. In the event that Purchaser elects not to exercise the option to terminate the Agreement set forth above, or if the condemnation or under casualty is below the right of eminent domain (each$5,000,000 threshold described above, a “Casualty Loss”) then the Closing shall take place on the Closing Date and the value of such Casualty Loss exceeds twenty percent (20%) of the Purchase Price, neither Buyer nor Seller Purchaser shall be required entitled to close. Should Buyer and Seller both elect to close, the Parties shall mutually agree on one of the following remedies receive: (and if the Parties do not agree on a remedy, neither Party shall be required to closea) (i) Seller shall cause the Properties affected by any casualty or taking (each a “Casualty Loss Property”) to be repaired or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), (ii) to remove the Casualty Loss Properties from the Properties to be delivered at Closing and reduce the Purchase Price by the Allocated Value of such Properties, or (iii) to treat such casualty or taking as a Title Defect with respect to the affected Casualty Loss Property or Properties under Section 5.4 (provided that any reduction a condemnation, an assignment of all of Seller’s right, title and interest in and to the Purchase Price on account condemnation proceeds to be awarded to Seller as a result of such Title Defect will be unaffected by any threshold provided for Title Defect Amounts)condemnation, and in each such case, Seller shall retain all rights to insurance and other claims against third parties (b) with respect to such Casualty Loss except a casualty, an assignment of all of Seller’s right, title and interest in and to the extent the Parties otherwise agree in writing. If the value insurance proceeds to be payable to Seller as a result of such Casualty Loss is less than twenty percent (20%) casualty and a credit for any deductibles. In addition, in the event of the Purchase Priceforegoing, but exceeds five hundred thousand dollars ($500,000), then Seller, Purchaser shall deliver to Seller at its option, may elect (i) Closing a release in form reasonably satisfactory to cause the Casualty Loss Properties to be repaired Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or restored to at least their condition prior to such casualty, at Seller’s sole cost, as promptly as reasonably practicable (which work may extend beyond the Closing Date), or (ii) exclude the Casualty Loss Property, together with any Properties related to the Casualty Loss Property that will be materially adversely affected by the exclusion of the Casualty Loss Property, from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, in which case the Purchase Price shall be adjusted downward by the Allocated Value of such Properties in accordance with Section 2.2(b)(iv), and in each such case, Seller shall retain all rights to insurance and other claims against third parties with respect to such Casualty Loss except to the extent the Parties otherwise agree in writing. If the value of such Casualty Loss is less than five hundred thousand dollars ($500,000), then the Casualty Loss Property shall be included in the Properties conveyed by Seller to Buyer pursuant to this Agreement at the Closing, notwithstanding such Casualty Loss, without any reduction to the Purchase Price with respect thereto and Seller shall transfer to Buyer all rights to third-party insurance and the proceeds thereof (net of any self-retention or deductible amount) and other claims against third parties, in each case, with respect to such Casualty Loss. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.8, shall be Buyer’s exclusive rights and remedies with respect to any Casualty Loss with respect to the Properties.