Common use of CASUALTY LOSS AND CONDEMNATION Clause in Contracts

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars ($500,000.00) (a "Material Loss"), Purchaser shall have the option to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement as a result of a Material Loss, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in Section 9(C) below.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Real Property or any part thereof shall be condemned condemned, or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If In the reasonably estimated cost to repair or restore event the Property as a result effect of such condemnation or casualty exceeds Five Hundred Thousand Dollars occurring prior to Closing is "Material" ($500,000.00) (a "Material Loss"hereinafter defined), Purchaser shall have the option by written notice to Seller within ten (10) days of receipt of Seller's notice to Purchaser, either to terminate this Agreement by giving notice or to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damagedamage (and the Closing Date shall be extended as necessary). If Purchaser elects to consummate the transaction contemplated by this Agreement or fails to timely elect to terminate this Agreement, or if a casualty or condemnation is consummatednot Material, Purchaser shall be entitled (a) in the event of a condemnation, to receive the condemnation proceeds or settle proceeds, and (b) in the loss under all policies event of insurance applicable a casualty, to an assignment of the destruction or damage claims and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar itemsitems and shall give Purchaser a credit in the amount of the deductible. If If, upon a Material condemnation or casualty prior to Closing, Purchaser timely elects to terminate this Agreement as a result of a Material LossAgreement, the Xxxxxxx Money shall be returned to Purchaser by the EscroweePurchaser, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement Agreement, except as otherwise provided for those obligations which by their express terms survive the termination of this Agreement. For purposes of this provision, a condemnation or casualty loss shall be deemed to be "Material" in the event that the value of the Property taken or the cost of repairing or restoring the portion of the Property in question would be greater than Five Million and No/100 Dollars ($5,000,000.00). The provisions of this Section 9(C) below7 shall supersede the provisions of any law regarding the allocation of the risk of loss between purchasers and sellers.

CASUALTY LOSS AND CONDEMNATION. A. If, prior to Closing, the Property or any part thereof shall be condemned condemned, or destroyed or materially damaged by fire or other casualtycasualty (that is, damage or destruction which Seller reasonably believes could be in excess of $250,000.00 or which impedes access), Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of In such condemnation or casualty exceeds Five Hundred Thousand Dollars ($500,000.00) (a "Material Loss")event, Purchaser either party shall have the option either to terminate this Agreement by giving notice or to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If either of the parties elects to consummate the transaction contemplated by this Agreement is consummatedAgreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, Purchaser shall receive at Closing, allow Purchaser Closing a credit against the Purchase Price in an amount equal to any deductible(s) and uninsured amounts applicable deductibles thereto and shall also Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser either of the parties elects to terminate this Agreement as a result of a Material LossAgreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for Agreement. B. If, prior to Closing, there is any other damage or destruction (that is, damage or destruction which Seller reasonably believes could be $250,000.00 or less, or which does not impede access) to the Property or any part thereof, Purchaser shall be entitled to settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, Purchaser shall receive at Closing a credit against the Purchase Price in Section 9(Can amount equal to any deductible(s) belowand uninsured amounts applicable thereto and Seller shall, at Closing, execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) (a "Material Loss"), Purchaser shall have the option to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement as a result of a Material Loss, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in Section 9(C6 and 8(A) below.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned or destroyed condemned, destroyed, or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If In the reasonably estimated cost to repair or restore the Property event of a Material Loss (as a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars ($500,000.00) (a "Material Loss"hereinafter defined), Seller and Purchaser each shall have the option to terminate this Agreement by giving notice to Seller the other party within fifteen (15) days of Seller's the other party’s request that the option be exercisedexercised (but no later than the Closing). If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, then (i) Purchaser shall be entitled to receive the any condemnation proceeds or settle the loss proceeds of insurance under all policies any policy(ies) of insurance applicable to the destruction or damage and of the Property, (ii) Purchaser shall receive a credit against the proceeds Purchase Price equal to the amount of any deductible, self-insurance, or co-payment amount under the policy(ies) of insurance applicable theretoto the destruction or damage, and (iii) Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments an assignment of all of Seller’s right, title and interest in and to any claims Seller may have under any such insurance policies and other similar items. If Purchaser either party elects to terminate this Agreement as a result of a Material Lossin accordance with this Section 5, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event and this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. For purposes of this Section 9(C5, a “Material Loss” means condemnation, damage or destruction that is reasonably estimated to cost or be valued at (as the case may be) belowmore than Five Million and No/100 Dollars ($5,000,000.00) as to the Property or any portion thereof.

CASUALTY LOSS AND CONDEMNATION. If, prior to the Closing, the any Property or any part thereof shall be condemned condemned, or destroyed or materially damaged by fire or other casualtycasualty (that is, damage or destruction in excess of One Hundred Thousand and 00/100 Dollars $100,000.00), the applicable Seller shall promptly immediately so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars ($500,000.00) (a "Material Loss"), Purchaser and Purchaser shall have the option either to terminate this Agreement by giving upon written notice to such Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If Purchaser elects to consummate the transaction contemplated by this Agreement is consummatedAgreement, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and the applicable Seller shall, at Closingthe Closing and thereafter as necessary, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary required proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement as a result of a Material LossAgreement, the Xxxxxxx Money Earnxxx Xxxey shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except with respect to the Properties. If Purchaser elects to terminate this Agreement because of such a casualty or condemnation of a Property, Seller shall have the right to withdraw such Property from the transaction and require Purchaser to close on the remaining Properties so long as otherwise provided for the provisions of Section 2(E) are satisfied. If there is any other damage or destruction (that is, damage or destruction of One Hundred Thousand and 00/100 Dollars [$100,000.00] or less) to the Property or any part thereof, the applicable Seller shall either repair such damage prior to the Closing or, at Purchaser's option, assign all insurance claims pertaining to such damage or destruction to Purchaser by executing and delivering to Purchaser at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items. If Purchaser elects to take an assignment of all insurance claims as aforesaid, Purchaser shall receive at the Closing a credit against the Cash Balance allocable to such Property in Section 9(Can amount equal to any deductible(s) belowand uninsured amounts applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If In the reasonably estimated cost to repair or restore the Property as event of a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars Material Loss ($500,000.00) (a "Material Loss"hereinafter defined), either Seller or Purchaser shall have the option to terminate this Agreement by giving notice to Seller the other party within fifteen (15) days of Seller's request the date of such condemnation, destruction or damage (but no later than the Closing), provided that if a Material Loss affects only the Hokulei Land and Improvements, the Puunene Land and Improvements, or the Laulani and Pad G Land and Improvements (each a “Shopping Center”), then Purchaser and Seller shall each have the option to (A) terminate this Agreement as to the affected portion of the Property only (“Excluded Property”), whereupon (i) this Agreement shall remain in effect as to the remainder of the Property, and (ii) the Purchase Price shall be exercisedreduced by the amount allocated to the Excluded Property on Schedule 2 or (B) terminate this Agreement in its entirety, whereupon the Earnest Money shall be returned to Purchaser and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the (and Seller shall assign or pay over to Purchaser) any condemnation proceeds or settle the loss proceeds of insurance under all policies of insurance applicable to the destruction or damage of the Property (including rent loss insurance to the extent applicable to rents which were to have been paid after the Closing), together with a credit in the amount of any deductible (and if prior to Closing Seller has incurred any reasonable costs to repair any of the same, Seller shall receive the proceeds of insurance applicable theretoa credit from Purchaser for such costs at Closing), and Seller shall, at from and after Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims loss and other similar items. If Purchaser either party elects to terminate this Agreement as a result of a Material Lossin its entirety in accordance with this Section 5, then the Xxxxxxx Earnest Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in this Agreement. For purposes of this Section 9(C5, a “Material Loss” means condemnation, damage or destruction of the Property as a whole (or as to any of the Shopping Centers) belowthat is reasonably estimated to cost or be valued at (as the case may be) more than fifteen percent (15%) of the Purchase Price (or the portion of the Purchase Price allocated to the affected Shopping Center) or which causes tenants that pay, in the aggregate, fifteen percent (15%) or more of the aggregate base rent with respect to the Property (or the affected Shopping Center), to have the right to terminate their Leases (and such right has not been waived within thirty days of the date of the condemnation, damage or destruction). 1379426.v9 ImanageDB:4161238.11 If the condemnation, damage or destruction occurs after the end of the Due Diligence Period, Purchaser shall have the option to extend the Closing Date by such reasonable period (not to exceed 15 days) necessary for determination of whether a Material Loss has occurred.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If In the reasonably estimated cost to repair or restore the Property event of a material loss (as a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars ($500,000.00) (a "Material Loss"hereinafter defined), either Seller or Purchaser shall have the option to terminate this Agreement by giving notice to Seller the other party within fifteen (15) days of Sellerthe other party's request that the option be exercisedexercised (but no later than the Closing). If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided hereinmaterial loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the any condemnation proceeds or settle the loss proceeds of insurance under all policies of insurance applicable to the destruction or damage of the Property and in the event of any damage or destruction Purchaser shall also receive a credit against the proceeds of insurance Purchase Price equal to the deductible amount under Seller's applicable theretoinsurance. In addition, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims loss and other similar items. If Purchaser either party elects to terminate this Agreement as a result of a Material Lossin accordance with this Section, the Xxxxxxx Earnest Money shall be returned to Purchaser by Purchaser, Seller shall not be liablx xx Xxrchaser for the EscroweeReimbursement or the Termination Fee (as hereinafter defined), in which event and this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except for obligations which expressly survive termination of this Agreement. For purposes of this Section, a "material loss" means condemnation, damage or destruction that is reasonably estimated to cost or be valued at (as otherwise provided for in Section 9(Cthe case may be) belowmore than Five Hundred Thousand Dollars ($500,000.00).

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned or destroyed condemned, destroyed, or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If In the reasonably estimated cost to repair or restore the Property event of a Material Loss (as a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars ($500,000.00) (a "Material Loss"hereinafter defined), either Seller or Purchaser shall have the option to terminate this Agreement by giving notice to Seller the other party within fifteen (15) days of Seller's request that the option be exerciseddate Seller provides notice to Purchaser of the Material Loss (but no later than the Closing). If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, then (i) in the case of a condemnation, Purchaser shall be entitled to receive any condemnation proceeds, (ii) in the condemnation case of a casualty, Purchaser shall be entitled to receive (A) any proceeds or settle the loss of insurance under all policies any policy(ies) of insurance applicable to the destruction or damage of the Property, (B) the amount of (i) any deductible and receive (ii) if and only if the proceeds loss not a Material Loss and Purchaser has no right to terminate this Agreement as a result of insurance applicable theretosuch casualty, the uninsured portion of such loss, as a credit against the Purchase Price, and (C) any remaining cost to repair not covered by Seller’s insurance (if any); all net of repair costs incurred by Seller in accordance with the terms of this Agreement and (iii) Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims loss and other similar items. If Purchaser elects to terminate this Agreement as a result of a Material Lossin accordance with this Section 5, the Xxxxxxx Money shall be returned to Purchaser by the EscroweePurchaser, in at which event time this Agreement shall, without further action of the parties, terminate and become null and void and neither party shall have any further rights or obligations under this Agreement Agreement, except for those which expressly survive termination of this Agreement. For purposes of this Section 5, a “Material Loss” with respect to Purchaser’s right to terminate means (i) casualty, condemnation, damage or destruction that is reasonably estimated by Seller’s insurer or appraiser to cost or be valued at (as otherwise provided for in Section 9(Cthe case may be) belowmore than TWENTY MILLION Dollars ($20,000,000.00) as to the Property or any portion thereof, or (ii) such damage, condemnation or destruction would permit Amazon to terminate its Lease and Amazon has not waived such right to terminate on or prior to the Closing Date, and with respect to Seller’s right to terminate means any casualty, condemnation, damage or destruction that is reasonably estimated by Seller’s insurer or appraiser to cost or be valued at (as the case may be) more than FORTY MILLION Dollars ($40,000,000.00) as to the Property or any portion thereof.

CASUALTY LOSS AND CONDEMNATION. Prior to closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned condemned, or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair Property or restore the Property as a result any part thereof shall be condemned such that damages are in excess of such condemnation or casualty exceeds Five Hundred Thousand and No/100ths Dollars ($500,000.00) (a "Material Loss"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 which would cost in excess of Five Hundred Thousand and No/100ths Dollars ($500,000.00) (as determined by the insurance adjuster designated by Seller’s insurance company), Purchaser shall have then, at the option of either Seller or Purchaser, which option shall be exercisable, if at all, by written notice thereof to terminate the other party 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 by giving notice to Seller within fifteen (15) days of Seller's request that the option may be exercisedterminated. If the condemnation, destruction either Purchaser or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement as a result of a Material LossAgreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive termination. In the event that neither Purchaser nor Seller exercise the option to terminate the Agreement set forth above, or if the condemnation or casualty is below the $500,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive: (a) with respect to a condemnation, an assignment of all of Seller’s right, title and interest in and to the condemnation proceeds to be awarded to Seller as a result of such condemnation, and (b) with respect to a casualty, a credit against the Purchase Price payable at Closing in the total amount of the loss equal to (i) the estimated cost of repair plus (ii) the estimated amount of lost rental income subsequent to the Closing Date not to exceed 90 days, all as determined by Seller’s insurer’s claim representative, minus (iii) any sums expended by Seller in repairs or restoration. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a release in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. Notwithstanding anything to the contrary contained in this Section 5, in the event of any damage or condemnation below the $500,000 threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Improvements substantially as they currently exist or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall become null and void, the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further liability or obligations hereunder, except as otherwise provided for in Section 9(C) belowthose that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. Prior to Closing, the risk of loss shall remain with Seller. If, prior to Closing, the Property or any part thereof shall be condemned condemned, or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair Property or restore the Property as a result any part thereof shall be condemned such that damages are in excess of such condemnation or casualty exceeds One Million Five Hundred Thousand Dollars ($500,000.001,500,000) (a "Material Loss"as determined by Seller in good faith) or if the Property or any part thereof shall be destroyed or damaged by fire or other casualty the repair of which would cost in excess of One Million Five Hundred Thousand Dollars ($1,500,000) (as determined by Seller in good faith), Purchaser shall have then, at the option to terminate this Agreement of Purchaser, which option shall be exercisable, if at all, by giving written notice thereof to Seller within fifteen ten (1510) business days after Purchaser receives written notice of such fire, earthquake or other casualty or condemnation and Seller's request that the option be exercised. If the condemnation’s good faith determination of resulting damages, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall may be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar itemsterminated. If Purchaser elects to terminate this Agreement as a result of a Material LossAgreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement, except those which expressly survive termination. In the event that Purchaser does not exercise the option to terminate the Agreement set forth above, or if the condemnation or casualty is below the $1,500,000 threshold described above, then the Closing shall take place on the Closing Date and Purchaser shall be entitled to receive the condemnation proceeds in the event of a condemnation, or in the event of a casualty, a credit against the Purchase Price payable at Closing in the total amount of (i) the estimated cost of repair plus (ii) the estimated amount of lost rental income subsequent to the Closing Date (but not to exceed 90 days), all as reasonably determined by Seller’s applicable insurance representatives, minus (iii) any sums expended by Seller in repairs or restoration. In addition, in the event of the foregoing, Purchaser shall deliver to Seller at Closing a release in form reasonably satisfactory to Seller whereby Purchaser releases Seller from all ongoing liability and/or claims in connection with such condemnation or casualty. Notwithstanding anything to the contrary contained in this Section 5, in the event any condemnation below the One Million Five Hundred Thousand Dollars ($1,500,000) threshold described above either (i) prohibits, as a matter of applicable law, the rebuilding or repair of the Improvements or any portion thereof (including, without limitation, the parking areas in compliance with the applicable zoning code in effect at the time of such casualty) as they currently exist, or (ii) prevents access to the Property from a publicly dedicated street, then Purchaser may elect to terminate this Agreement by written notice thereof to Seller within ten (10) business days of such determination, and upon the exercise of such option by Purchaser, this Agreement shall become null and void, the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further liability or obligations hereunder, except as otherwise provided for in Section 9(C) belowthose that expressly survive termination.

CASUALTY LOSS AND CONDEMNATION. A. If, prior to the Closing, the any Property or any part thereof shall be condemned or condemned, destroyed or damaged in any material respect by fire or other casualtycasualty (that is, Seller damage or destruction in excess of One Hundred Thousand and 00/100 Dollars $100,000.00), Contributor shall promptly immediately so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars ($500,000.00) (a "Material Loss"), Purchaser Acquiror and Acquiror shall have the option either to (i) terminate this Agreement by giving upon written notice to Seller within fifteen Contributor, (15ii) days except in the case of Seller's request that the option be exercised. If the condemnation, condemnation or destruction of or damage does not result in a Material Lossto Logo 7 Court, or if Purchaser fails to terminate this Agreement following a Material Loss as provided hereinupon written notice to Contributor with respect to the damaged or condemned Property only, then Seller and Purchaser shall or (iii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If Acquiror elects to consummate the transaction contemplated by this Agreement is consummatedAgreement, Purchaser (a) Acquiror shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller (b) Contributor shall, at Closingthe Closing and thereafter as necessary, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser Acquiror all customary required proofs of loss, assignments of claims and other similar itemsitems and (c) the Contribution Consideration shall be reduced by the difference between the actual loss and the amount of such proceeds received by Acquiror. If Purchaser Acquiror elects to terminate this Agreement, or, except in the case of Logo 7 Court, to terminate the Agreement as a result of a Material Losswith respect t the condemned or damaged Property only, the Xxxxxxx Money (or allocable portion thereof) shall be returned to Purchaser Acquiror by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void, or null and void with respect to the condemned or damaged Property only, as the case may be, and neither party shall have any further rights or obligations under this Agreement, or under this Agreement except with respect to the condemned or damaged Property only, as otherwise provided for the case may be. If there is any other damage or destruction (that is, damage or destruction of One Hundred Thousand and 00/100 Dollars $100,000.00 or less) to the Properties or any part thereof, the parties shall close hereunder and (x) Contributor shall, assign all insurance claims pertaining to such damage or destruction to Acquiror by executing and delivering to Acquiror at the Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items, and (y) the Contribution Consideration shall be reduced by the difference between the actual loss and the amount of such proceeds received by Acquiror. If Acquiror elects to take an assignment of all insurance claims as aforesaid, Acquiror shall receive at the Closing a credit against the Contribution Consideration in Section 9(Can amount equal to any deductible(s) belowapplicable thereto. B. If, prior to the Additional Closing, the Additional Property or any part thereof shall be condemned, destroyed or damaged in any material respect by fire or other casualty (that is, damage or destruction in excess of One Hundred Thousand and 00/100 Dollars $100,000.00), Contributor shall immediately so notify Acquiror and Acquiror shall have the option either to (i) terminate this Agreement upon written notice to Contributor, (ii) terminate this Agreement upon written notice to Contributor with respect to the Additional Property only, or (iii) consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or material damage. If Acquiror elects to consummate the transaction contemplated by this Agreement, (a) Acquiror shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, (b) Contributor shall, at the Additional Closing and thereafter as necessary, execute and deliver to Acquiror all required proofs of loss, assignments of claims and other similar items and (c) the Additional Consideration shall be reduced by the difference between the actual loss and the amount of such proceeds received by Acquiror. If Acquiror elects to terminate this Agreement, or to terminate the Agreement with respect to the Additional Property only, prior to the Closing Date, the Xxxxxxx Money (or allocable portion thereof) shall be returned to Acquiror by Escrowee, in which event this Agreement shall, without further action of the parties, become null and void, or null and void with respect to the Additional Property only, as the case may be, and neither party shall have any rights or obligations under this Agreement, or under this Agreement with respect to the Additional Property only, as the case may be. If there is any other damage or destruction (that is, damage or destruction of One Hundred Thousand and 00/10 Dollars $100,000.00 or less) to the Additional Property or any part thereof, the parties shall close hereunder and (x) Contributor shall, assign all insurance claims pertaining to such damage or destruction to Acquiror by executing and delivering to Acquiror at the Additional Closing and thereafter as necessary all required proofs of loss, assignments of claims and other similar items, and (y) the Additional Consideration shall be reduced by the difference between the actual loss and the amount of such proceeds received by Acquiror. If Acquiror elects to take an assignment of all insurance claims as aforesaid, Acquiror shall receive at the Additional Closing a credit against the Additional Consideration in an amount equal to any deductible(s) applicable thereto.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property Property, or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If In the reasonably estimated cost to repair or restore the Property as event of a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars material loss ($500,000.00) (a "Material Loss"hereinafter defined), either Seller or Purchaser shall have the option to terminate this Agreement by giving notice to Seller the other party within fifteen (15) days of Seller's the other party’s request that the option be exercisedexercised (but no later than the Closing). If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided hereinmaterial loss, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the any condemnation proceeds or settle the loss proceeds of insurance previously paid or payable under all policies of insurance applicable to the destruction or damage and receive of the proceeds Property plus the payment by Seller to Purchaser of insurance applicable theretothe amount of any deductible with respect to such insurance, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims loss and other similar items. If Purchaser either party elects to terminate this Agreement as a result of a Material Lossin accordance with this Section 5, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event and this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except these which expressly survive termination of this Agreement. For purposes of this Section 5, a “material loss” means condemnation, damage or destruction that either (a) is reasonably estimated to cost or be valued at (as otherwise provided for the case may be) more than $1,000,000.00, or (b) results in Section 9(Cthe termination or the right to terminate of any Lease(s) belowwith one or more tenants leasing, in the aggregate, more than 31,000 square feet of leased floor area, or (c) results in the termination or the right by the tenant to terminate of the US Bancorp Xxxxx Xxxxxxx Companies, Inc. Lease or the Northern States Power Lease, or (c) results in a loss not covered by insurance, if such uncovered loss exceeds the deductible under the applicable policy of insurance, unless Seller elects to give Purchaser a credit at Closing against the Purchase Price equal to the amount of such excess above such deductible, or (d) with respect to a condemnation, permanently and materially impairs the use and value of the Property, and which cannot be restored to substantially the same use and value as before the taking.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00) (a "Material Loss"), Purchaser shall have the option to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement as a result of a Material Loss, the Xxxxxxx Exxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in Section 9(C6 and 8(A) below.

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller shall promptly so notify Purchaser. If (i) the reasonably estimated cost to repair or restore the Property as a result of such condemnation or casualty exceeds Five Two Hundred Thousand Dollars ($500,000.00200,000), or (ii) any condemnation or proposed condemnation would result in a loss of parking or a material interference with, or impairment of, Purchaser's use, ownership, operation of, or access to, the Property (each of items (i) or (ii) above being referred to as a "Material Loss"), Purchaser shall have the option to terminate this Agreement by giving notice to Seller within fifteen (15) days of Seller's request that the option be exercised. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided herein, then Seller and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the condemnation proceeds or settle the loss under all policies of insurance applicable to the destruction or damage and receive the proceeds of insurance applicable thereto, and Seller shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims and other similar items. If Purchaser elects to terminate this Agreement as a result of a Material LossAgreement, the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except as otherwise provided for in Section ------- 9(C) below.. ----

CASUALTY LOSS AND CONDEMNATION. If, prior to Closing, the Property or any part thereof shall be condemned or destroyed or damaged by fire or other casualty, Seller Sellers shall promptly so notify Purchaser. If In the reasonably estimated cost to repair or restore the Property as event of a result of such condemnation or casualty exceeds Five Hundred Thousand Dollars material loss ($500,000.00) (a "Material Loss"hereinafter defined), Purchaser shall have the option to terminate this Agreement by giving notice to Seller the other party within fifteen (15) days of Seller's the other party’s request that the option be exercisedexercised (but no later than the Closing). Upon such termination, the Deposit shall be returned by the Escrow Agent to Purchaser, neither party shall have any further rights or obligations hereunder (except for the obligations of the parties set forth in this Agreement which expressly survive the termination of this Agreement), and this Agreement shall be null and void. If the condemnation, destruction or damage does not result in a Material Loss, or if Purchaser fails to terminate this Agreement following a Material Loss as provided hereinmaterial loss, then Seller Sellers and Purchaser shall consummate the transaction contemplated by this Agreement notwithstanding such condemnation, destruction or damage. If the transaction contemplated by this Agreement is consummated, Purchaser shall be entitled to receive the any condemnation proceeds or settle the loss proceeds of insurance under all policies of insurance applicable to the destruction or damage and receive of the proceeds of insurance applicable theretoProperty with Sellers paying all deductibles, and Seller Sellers shall, at Closing, allow Purchaser a credit against the Purchase Price in an amount equal to any applicable deductibles and shall also execute and deliver to Purchaser all customary proofs of loss, assignments of claims loss and other similar items. If Purchaser elects For purposes of this Section 5, a "material loss" means condemnation, damage or destruction that (A) is reasonably estimated by Seller’s insurance adjuster to cost or be valued at (as the case may be) an amount in excess of One Million and No/100 Dollars ($1,000,000.00), (B) causes access to or parking on the Property to be adversely affected in any material respect, (C) results in the Property violating any laws or failing to comply with zoning or any covenants, conditions or restrictions affecting the Property, (D) entitles any material tenant to terminate this Agreement as its Lease or xxxxx rent for more than one-half (1/2) of such material tenant’s premises which abatement is not covered by rental loss insurance, or with respect to such event, there is any damage which is not fully insured and for which Purchaser will not receive, at Sellers’ election, a result of a Material Loss, credit in the Xxxxxxx Money shall be returned to Purchaser by the Escrowee, in which event this Agreement shall, without further action amount of the partiesuninsured portion of such damage upon the Closing. As used above, become null and void and neither party shall have any further rights a “material” tenant is one that leases 10,000 square feet or obligations under this Agreement except as otherwise provided for in Section 9(C) belowmore of rentable space.