Common use of Casualty or Condemnation Clause in Contracts

Casualty or Condemnation. If, prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.

Casualty or Condemnation. If, prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction If prior to the Closing Date in Date, the case Property shall be destroyed or substantially damaged, and the cost to repair shall exceed One Million Dollars ($1,000,000.00), or if the Property shall become the subject of a casualtyany proceedings, then judicial, administrative, or otherwise, for eminent domain or condemnation where the value of the portion of the Property sought exceeds One Million Dollars ($1,000,000.00), Seller shall promptly notify Buyer shall have thereof, and Buyer may then, within fifteen (15) days after delivery of Notice of the optionsame by Seller, exercisable by written notice given to Seller at or prior to the Closing, elect to terminate this AgreementAgreement by giving Seller Notice thereof, whereupon all obligations of all in which event the parties hereto shall ceasebe relieved and released of and from any further duties, obligations, rights, or liabilities hereunder (but not under the Entry Permit), and the Deposit shall be returned to Buyer (less only Buyer's half of Escrow fees and costs). If the Closing Date is within the aforesaid fifteen (15) day period, and then the Closing shall be extended to the next business day following the end of said fifteen (15) day period. If (i) the value of the Property destroyed or substantially damaged or subject to taking is equal to or less than One Million Dollars ($1,000,000.00), or (ii) Buyer elects to complete the transactions contemplated herein as provided above notwithstanding destruction or eminent domain or condemnation proceedings involving damage or condemnation value of in excess of One Million Dollars ($1,000,000.00), this Agreement shall be void remain in full force and without recourse to effect and the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of purchase contemplated herein, less than $100,000, Buyer shall proceed with the consummation any portion of the Property taken by eminent domain or condemnation, if any, shall be consummated with no further adjustment or modification and at the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase PriceSeller shall assign, transfer, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay set over or assign to Buyer all amounts received or due fromthe right, title, and all claims against, interest of Seller in and to any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay proceeds resulting from the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or any awards that have been or may thereafter be made for the taking or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.

Casualty or Condemnation. IfIn the event of any damage to or destruction of the Property or any portion thereof which is reasonably estimated by Seller and Purchaser to cost Two Hundred Fifty Thousand Dollars ($250,000) or less per Property to replace or repair, prior subject to the Closingother terms and conditions of this Agreement, Purchaser shall nonetheless be obligated to consummate the Improvements purchase of the Property. In the event of any damage to or destruction of the Property or any material portion thereof (having a replacement which is reasonably estimated by Seller and Purchaser to cost equal to or in excess of Two Hundred Fifty Thousand Dollars ($100,000 are damaged 250,000) per Property to replace or destroyed by fire or casualtyrepair, or are taken in the event of any taking or written threat of taking by eminent domain or condemnation (or any conveyance in lieu thereof) of the Property or any portion thereof by any governmental entityanyone having the power of eminent domain or condemnation where such taking involves a part of the vertical improvements located on the Property or a material portion of the parking located at the Property, and Seller is unable or which permits an Anchor Tenant to restore such damage or destruction prior exercise its right to the Closing Date in the case of a casualtyterminate its lease, then Buyer shall have the optionPurchaser shall, exercisable by written notice given to Seller at or prior to the Closingprovided within ten (10) business days of receiving notice from Seller of such event, to elect to: (i) terminate this Agreement, whereupon the Xxxxxxx Money, together with all obligations interest accrued thereon (less and except the sum of all parties hereto One Hundred Dollars ($100) which shall ceasebe paid to Seller as consideration for entering into this Agreement), the Deposit shall be returned to BuyerPurchaser, and in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement shall be void and without recourse Agreement, except as otherwise expressly provided herein; or (ii) consummate the purchase of the Property with no reduction in Purchase Price, subject to the parties hereto except for following provisions which are expressly stated to survive such terminationof this Section 12.2. If Buyer Purchaser does not elect to terminate this Agreement as aforesaid pursuant to clause (i) of this Section 12.2 (or if such the cost to replace or repair the damage or destruction is estimated to be Two Hundred Fifty Thousand Dollars ($250,000) or taking has a replacement cost less), then Seller shall on the Closing Date pay to Purchaser all insurance proceeds then received by Seller in connection with such casualty, together with any deductible amounts under Seller’s insurance policies (except for (i) Seller’s allocable share of business interruption or is in an amount of less than $100,000rental loss insurance proceeds, Buyer shall proceed with and (ii) such proceeds which have been paid by Seller to unaffiliated independent contractors for the consummation repair or restoration of the Closing (to Property occasioned by the extent then otherwise obligated to do so) without reduction damage or offset of the Purchase Pricedestruction; provided, and in such casehowever, unless the Seller shall have previously restored the Real Property no duty to its condition prior undertake any such repair or restoration) and all condemnation awards and compensation then received by Seller which are not paid to tenants pursuant to the occurrence Tenant Leases. In addition, Seller shall transfer and assign to Purchaser, in form reasonably satisfactory to Purchaser, all rights and claims of any such Seller and all unpaid insurance proceeds (and all rights and claims relating thereto) with respect to the damage or destruction (except for (i) Seller’s allocable share of business interruption or rental loss insurance proceeds, and (ii) sums which have been paid by Seller to unaffiliated independent contractors for the repair or restoration of the Property occasioned by the damage or destruction; provided, however, Seller shall pay over have no duty to undertake any such repairs or assign to Buyer all amounts received or due from, restorations) and all claims against, any insurance company or governmental entity as a result compensation and awards on account of such destruction or taking, and Seller shall pay . Without limiting the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreementforegoing, Seller shall not enter into consult with Purchaser with respect to any settlement arrangement concerning casualty eminent domain or condemnation proceedings affecting the Property or any portion thereof. From and after the Examination Date, Seller authorizes Purchaser, at Purchaser’s expense, to participate in excess such condemnation proceedings to further and protect Purchaser’s interest in said proceedings and to prosecute any appeal and contest any compensation and award that Purchaser reasonably determines does not constitute the fair market value of $50,000 without obtaining the prior written consent of Buyer, which consent may Property or any portion thereof taken or threatened to be granted or withheld in Buyer’s sole discretiontaken.

Casualty or Condemnation. If, prior to In the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction event that prior to the Closing Date either the Improvements are damaged or destroyed, in whole or in part, by fire or other cause, or any portion of the Land or the Improvements becomes the subject of a condemnation proceeding by a public or quasi-public authority having the power of eminent domain, then the parties hereto shall proceed with the purchase and sale of the Interests contemplated under this Agreement, in which event (i) the Partnership shall be entitled to receive any insurance proceeds or condemnation awards and (ii) in the case of a damage by an uninsured casualty, then any post-closing cost of repair shall be credited against the Purchase Price. Anything above to the contrary notwithstanding, (i) in the event of any damage by an uninsured casualty where the cost of repair is expected to exceed $250,000, Sellers shall have the right to terminate this Agreement within 10 days after the occurrence of the damage (and provided, that if such uninsured damage occurs less than 10 days before the scheduled Closing Date, the Closing Date shall be delayed until seven days after Sellers have either waived their right of termination in writing or the 10-day period for termination has expired without Sellers exercising their right of termination); and (ii) in the event of any damage (whether by an insured or an uninsured casualty) where the cost of repair is expected to exceed $500,000, Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect right to terminate this Agreement as aforesaid or within 10 days after the occurrence of the damage (and provided, that if such damage or destruction or taking has a replacement cost or is in an amount of occurs less than $100,00010 days before the scheduled Closing Date, Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset Date shall be delayed until seven days after Buyer has either waived its right of the Purchase Price, and termination in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller writing or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter 10-day period for termination has expired without Buyer exercising its right of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretiontermination).

Casualty or Condemnation. If, prior to (a) If all or a material part (as herein defined in Section 14(c) below) of the Closing, the Property or Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or other casualty, or are taken by power of condemnation or eminent domain by any governmental entitydomain, and Seller is unable to restore such damage or destruction process or purchase in lieu thereof, prior to the Closing Date, Seller shall deliver prompt notice thereof to Purchaser and this Agreement shall terminate, in which event the Deposit shall be released to Purchaser and neither party shall have any further rights against or obligations to the other hereunder except as expressly provided in this Agreement, provided, that Purchaser may elect, by notice given to Seller within ten (10) days of the date notice of the occurrence of such casualty or taking shall have been given to Purchaser by Seller (provided, however, that the scheduled Closing Date may be extended in order to provide to Purchaser a complete ten (10) day period within which to make such election), to close hereunder without abatement or reduction of the Purchase Price (except to the extent of the deductible under Seller’s insurance coverage in the case of a casualty, then Buyer ) and Purchaser shall have the optionright to appear in, exercisable by written notice given defend and participate with Seller to Seller at negotiate, settle and/or compromise any such insurance claim or prior to the Closingcondemnation proceedings or negotiations, to terminate this Agreementand, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation of on the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destructionDate, Seller shall pay over or assign to Buyer Purchaser all amounts received or due from, right and entitlement of Seller in and to all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer proceeds or awards payable with respect to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretiontaking.

Casualty or Condemnation. If, prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.. SECTION 8

Casualty or Condemnation. If, (a) If after the date hereof and prior to the Closing, the Improvements Real Property or any material portion part thereof shall be (having x) subject to a replacement 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 exercise of such taking) (collectively, “Condemnation”) or (y) destroyed or damaged by fire or other casualty and in either case the parties reasonably estimate the proceeds from such Condemnation or the cost equal to repair the damage or destruction to be in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior fifteen percent (15%) of the Purchase Price allocable to the Closing Date in the case of Real Property (a casualty“Major Event”), then Buyer Purchaser shall have the option, option exercisable by written notice given to within ten (10) Business Days after Purchaser and Seller at make a determination or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive agree on such termination. If Buyer does not elect estimate either (a) to terminate this Agreement by written notice to Seller, whereupon all rights and obligations hereunder of each party shall cease and terminate and be of no further force or effect except for the return of the Deposit to Purchaser and the Surviving Obligations, or (b) to elect to take title to the Real Property without any reduction in, abatement of, or credit against the Purchase Price (except as aforesaid expressly set forth in Section 6.3(b) below), notwithstanding such Condemnation, destruction or damage; if Purchaser fails to make either such election within such period, Purchaser shall be deemed to have elected option (b). If the parties fail to agree to the reasonable estimate of the proceeds from such Condemnation or the cost to repair the damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with within thirty (30) days after the consummation date of the Closing (applicable Condemnation or casualty, then Seller and Purchaser may submit the dispute to the extent then otherwise obligated American Arbitration Association in Boston pursuant to do so) without reduction or offset the Expedited Procedures of the Purchase PriceCommercial Dispute Resolution Procedures thereof (and the Closing will be adjourned pending the resolution of such arbitration). If, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to despite the occurrence of any a Major Event, Purchaser elects to consummate the transactions contemplated by this Agreement, at the Closing Seller shall assign to Purchaser (without recourse) (x) the rights of Seller in and to the Condemnation proceeds or all insurance proceeds with respect to such damage Major Event, net of the amount of the reasonable costs and expenses incurred by Seller (including, but not limited to, reasonable legal fees and closing costs under a sale in lieu of or destructionin anticipation of the exercise of a taking) in collecting same (“Net Proceeds”), and give Purchaser, without duplication, a credit against the Purchase Price in the amount of the Net Proceeds already received by Seller prior to Closing (provided, however, Seller shall pay over receive, without duplication, a credit against such Purchaser credit for any such costs and expenses not recovered prior to Closing) and (y) the rights to settle any Condemnation proceeding or assign the loss under all policies of insurance applicable to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingthe Major Event, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event at Closing and thereafter execute and deliver to Purchaser all required proofs of any such casualty or condemnationloss, Seller agrees to (a) provide Buyer with copies assignments of all written communications between Seller or the Partnership claims and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionother similar items.

Casualty or Condemnation. If, prior to If on or before the Closing, the Improvements Closing Date all or any material portion thereof (having a replacement cost equal to part of the Real Estate is destroyed or in excess of $100,000 are damaged or destroyed by fire or casualtyany other cause, or are taken by if eminent domain by any governmental entityproceedings are instituted, and or a notice of condemnation is given, with respect to all or a portion of the Real Estate, Seller is unable to restore shall promptly notify Purchaser thereof. If such damage or destruction is repaired at the sole cost and expense of Seller prior to Closing to substantially the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or same condition existing prior to the Closingsuch damage or destruction, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction does not exceed $25,000 (as determined by Seller’s insurer), or taking has a replacement cost if the value of any land taken or is to be taken does not exceed $25,000, Purchaser shall be bound to purchase the Real Estate without any reduction in the Purchase Price but receiving an amount assignment of less all insurance or eminent domain proceeds on account thereof. In the event of (i) damage to or destruction of all or any part of the Real Estate of more than $100,000, Buyer shall proceed with the consummation of the Closing (25,000 and Seller fails to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any repair such damage or destructiondestruction as provided herein, or (ii) the institution or giving of notice of eminent domain proceedings with respect to all or any part of the Real Estate the value of which is more than $25,000 Purchaser shall have the right to terminate this Agreement by giving written notice to Seller on or before the Closing Date and in the event Purchaser exercises such right to terminate this Agreement, the Xxxxxxx Money shall pay over be returned to Purchaser, whereupon no party hereto shall have any further rights, obligations or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellerliabilities hereunder except those which survive termination. In the event of any un-repaired damage or eminent domain proceedings which would permit termination hereunder and neither party elects to terminate, or if Purchaser is required to proceed hereunder, the Deed shall be subject to any such casualty eminent domain proceeding, such taking shall be deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an assignment in a form reasonably satisfactory to Purchaser of all of Seller’s right, title and interest in and to any eminent domain award or insurance claim to the extent not previously applied to restoration or repair of the Real Estate, but the Purchase Price shall not be affected by any such condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller damage or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretiondestruction.

Casualty or Condemnation. If, prior to after the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, Contract Date and Seller is unable to restore such damage or destruction prior to the Closing Date Date, (a) condemnation proceedings are commenced against all of the Property or (b) condemnation proceedings are commenced against a portion of the Property which results in (i) a material adverse change in access to the Property, (ii) the Property being in violation of any applicable law or governmental regulation (including, without limitation, parking and/or zoning requirements) or (iii) a material adverse change in the case operation of the Property as presently conducted, (c) the Property is damaged by fire or other casualty to the extent that the cost of repairing such damage shall be in excess of ten percent (10%) of the Purchase Price (as determined by a casualtyqualified appraiser reasonably acceptable to both Seller and Purchaser) , then Buyer Purchaser shall have the optionright, exercisable by written upon notice given to Seller at or prior in writing to the ClosingSeller delivered within fifteen (15) days after actual notice of such condemnation, fire or other casualty (but in all events on or before the Closing Date), to terminate this Agreement, whereupon all obligations in which event Purchaser shall be entitled to receive the return of all parties hereto shall cease, the Deposit and neither party shall be returned to Buyer, and this Agreement shall be void and without recourse have any further liabilities or obligations to the parties hereto other party, except for provisions which are those expressly stated to survive such terminationthe termination of this Agreement. If Buyer Purchaser does not elect elect, or is not entitled, to terminate this Agreement Agreement, the Purchase Price shall not be reduced except as aforesaid or if such damage or destruction or taking has a replacement cost or is in hereinafter set forth, but Purchaser shall be entitled to an amount assignment of less than $100,000, Buyer shall proceed with the consummation all of Seller’s share of the Closing proceeds of fire or other casualty insurance proceeds, if any, payable (or, if applied toward any outstanding debt of Seller, to the extent then otherwise obligated to do so) without a corresponding reduction or offset of in the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property ) with respect to its condition prior damage to the occurrence Property or to the period after the Closing Date (as to business interruption proceeds) or an assignment of the condemnation award (or, if applied toward any outstanding debt of Seller, to a corresponding reduction in the Purchase Price), as the case may be, in each case reduced by the amount reasonably expended by Seller to collect such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingrepair and restore the Property, and Seller shall pay have no obligation to repair or restore the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third partyProperty; provided, however, that after the Inspection Period, if Buyer has not terminated this AgreementPurchase Price shall be reduced by an amount equal to the “deductible” applied by Seller’s insurer with respect to such fire or casualty. If Purchaser proceeds to Closing hereunder, Seller shall not enter into compromise, settle or adjust any settlement arrangement concerning casualty claims to such proceeds or condemnation in excess of $50,000 awards, without obtaining the Purchaser’s prior written consent of Buyerconsent, which consent may shall not be granted unreasonably withheld, conditioned or withheld in Buyer’s sole discretiondelayed.

Casualty or Condemnation. During the period from the Opening of Escrow through Closing, all risk of loss from fire or other casualty or condemnation shall be borne by Seller. If, prior to before the ClosingClosing Date, (i) the Improvements or improvements on the Real Property are materially damaged by any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, as reasonably determined by Buyer, or (ii) proceedings are taken commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property, as reasonably determined by any governmental entityBuyer, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the optionright, exercisable by giving notice to Seller within twenty (20) days after Seller gives written notice given of the casualty or condemnation to Seller at or prior to the ClosingBuyer, to terminate this Agreement, whereupon all obligations of all parties hereto in which event this Agreement shall cease, automatically terminate and the Deposit shall be returned to Buyer. If, and this Agreement shall be void and without recourse to before the parties hereto except Closing Date, (a) the improvements on the Real Property are damaged by any casualty, but not in a material manner, (b) proceedings are commenced for provisions which are expressly stated to survive the taking by exercise of the power of eminent domain of less than such termination. If a material part of the Property, or (c) Buyer does not elect has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, one of the following shall occur, as aforesaid applicable: (1) there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller (or Property Owner if collected prior to Closing) as a result of any such damage or destruction or taking has a replacement cost or is in an condemnation, plus the amount of any insurance deductible, less than $100,000, Buyer shall proceed with any sums reasonably expended by Seller (or Property Owner if expended prior to Closing) toward the consummation restoration or repair of the Closing Property, or (2) to the extent then otherwise obligated to do so) without reduction not theretofore received, the insurance proceeds or offset the condemnation award payable on account of the taking shall be assigned and transferred to Buyer and there shall be a credit against the Purchase Price, and in such case, unless Price due hereunder equal to the amount of any insurance deductible. Seller shall have previously restored the Real Property give notice to its condition prior to Buyer immediately after the occurrence of any such damage to the improvements on the Real Property by any casualty or destructionthe commencement of any eminent domain proceedings. Buyer shall have a period of twenty (20) days after Seller has given the notice to Buyer required by this Section 12 to make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section 12 and the period of twenty (20) days described in this Section 12 has expired. If necessary or appropriate for Buyer to evaluate its options or enforce its rights under this Section 12 following any damage to the Property, Seller shall pay over or assign promptly provide to Buyer all amounts received on request a copy of Seller's or due from, and all claims against, any Property Owner's property insurance company policies (or governmental entity as a result of such destruction or taking, and Seller shall pay other applicable insurance policies) with respect to the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionProperty.

Casualty or Condemnation. If, prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such Unless damage or destruction prior of a Property exceeds twenty percent (20%) of the Purchase Price allocated to the Closing Date such Property, or in the case event that any partial taking or condemnation of any Property which results in a casualty, then Buyer shall have reduction in the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations value of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount Property of less more than $100,000, Buyer shall proceed with the consummation of the Closing ten percent (to the extent then otherwise obligated to do so10%) without reduction or offset of the Purchase Price, in each as determined reasonably by Buyer and the applicable Seller, in which case Buyer may terminate this Agreement with respect to such casedamaged Property only within ten (10) days after receipt of written notice from such Seller of the occurrence of such damage, unless destruction or partial condemnation, Buyer shall be bound to purchase such Property as required by the Seller shall have previously restored the Real Property to its condition prior terms hereof, without regard to the occurrence or effect of any damage to or destruction or partial condemnation of such damage Property, provided that upon the Closing of such Property, except for proceeds of rental loss or destructionbusiness interruption insurance which applies to time periods prior to Closing, Seller Buyer shall pay over or assign to Buyer all amounts received or due from, and all claims against, be credited against the Purchase Price for such Property with the full amount of any insurance company or governmental entity condemnation proceeds, if any, actually received and collected by the applicable Seller as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty damage, destruction or condemnation, less any expenses incurred by such Seller in connection therewith (or such Seller's rights, if any, with respect to such proceeds shall be assigned to Buyer if not then collected); provided, however, Buyer specifically acknowledges and agrees that, subject to Section 8.1(b), Sellers do not have any obligation to obtain or maintain any casualty or other insurance with respect to any Property and that Sellers shall in no event be required to repair or restore any Property. Notwithstanding the provisions of the preceding sentence, if Buyer has not elected to terminate this Agreement with respect to such damaged Property or has no right to do so, and any insurance proceeds are insufficient (aor, in the event the applicable Seller's rights thereto as assigned will be insufficient) provide to cover the cost of repair or restoration to the applicable Property after damage to or destruction of such Property, Sellers shall have the option to terminate this Agreement with respect to such damaged Property only or to obligate Buyer with copies to purchase such Property; provided, however, in the event Sellers obligate Buyer to purchase such Property, Buyer shall receive an abatement in the allocated Purchase Price for such Property equal to the difference between any such insurance proceeds and the cost of all written communications between such repair or restoration of such Property. If Buyer and the applicable Seller cannot agree to the extent of any damage to a Property or the Partnership amount of abatement of the allocated Purchase Price for such Property, Buyer and their insurance carriers or such Seller shall each select one M.A.I. appraiser to decide same and if the applicable governmental authorities, as applicabletwo appraisers cannot agree on an amount of abatement, the subject matter of two appraisers shall select a third appraiser whose decision shall be final and binding. If necessary, Closing for any Property which is the adjustment subject of this Article VI shall be deferred for a reasonable amount of time to obtain such appraisals. All costs of appraisers shall be divided equally between Buyer on one hand and the applicable Seller on the other hand. If the transactions contemplated under this Agreement are not completed for any reason whatsoever, the applicable Sellers shall receive any and all insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.

Casualty or Condemnation. During the period from the Opening of Escrow through Closing, all risk of loss from fire or other casualty or condemnation shall be borne by Seller. If, prior to before the ClosingClosing Date, (i) the Improvements or improvements on the Real Property are materially damaged by any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, as reasonably determined by Buyer, or (ii) proceedings are taken commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property, as reasonably determined by any governmental entityBuyer, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the optionright, exercisable by giving notice to Seller within twenty (20) days after Seller gives written notice given of the casualty or condemnation to Seller at or prior to the ClosingBuyer, to terminate this Agreement, whereupon all obligations of all parties hereto in which event this Agreement shall cease, automatically terminate and the Deposit shall be returned to Buyer. If, before the Closing Date, (a) the improvements on the Real Property are damaged by any casualty, but not in a material manner, (b) proceedings are commenced 41893434 Xxxxxxxx Grand/Purchase and this Sale Agreement shall be void and without recourse to for the parties hereto except for provisions which are expressly stated to survive taking by exercise of the power of eminent domain of less than such termination. If a material part of the Property, or (c) Buyer does not elect has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, one of the following shall occur, as aforesaid applicable: (1) there shall be a credit against the Purchase Price due hereunder equal to the amount of any insurance proceeds or condemnation awards collected by Seller (or Property Owner if collected prior to Closing) as a result of any such damage or destruction or taking has a replacement cost or is in an condemnation, plus the amount of any insurance deductible, less than $100,000, Buyer shall proceed with any sums reasonably expended by Seller (or Property Owner if expended prior to Closing) toward the consummation restoration or repair of the Closing Property, or (2) to the extent then otherwise obligated to do so) without reduction not theretofore received, the insurance proceeds or offset the condemnation award payable on account of the taking shall be assigned and transferred to Buyer and there shall be a credit against the Purchase Price, and in such case, unless Price due hereunder equal to the amount of any insurance deductible. Seller shall have previously restored the Real Property give notice to its condition prior to Buyer immediately after the occurrence of any such damage to the improvements on the Real Property by any casualty or destructionthe commencement of any eminent domain proceedings. Buyer shall have a period of twenty (20) days after Seller has given the notice to Buyer required by this Section 12 to make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be postponed (but not beyond the Outside Closing Date) until Seller has given the notice to Buyer required by this Section 12 and the period of twenty (20) days described in this Section 12 has expired. If necessary or appropriate for Buyer to evaluate its options or enforce its rights under this Section 12 following any damage to the Property, Seller shall pay over or assign promptly provide to Buyer all amounts received on request a copy of Seller's or due from, and all claims against, any Property Owner's property insurance company policies (or governmental entity as a result of such destruction or taking, and Seller shall pay other applicable insurance policies) with respect to the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionProperty.

Casualty or Condemnation. If, prior to the Closing, the Improvements (a) condemnation proceedings are commenced against all or any material portion thereof of the Property or (having a replacement cost equal to or in excess of $100,000 are b) the Property is damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable other casualty to restore the extent that the cost of repairing such damage shall be TWO MILLION AND 00/100 DOLLARS ($2,000,000.00) or destruction prior to the Closing Date in the case of a casualtymore, then Buyer Purchaser shall have the optionright, exercisable by written upon notice given to Seller at or prior in writing to the ClosingSeller delivered within fifteen (15) days after actual notice of such condemnation, fire or other casualty, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit and all interest earned thereon shall be returned immediately to BuyerPurchaser, and this Agreement neither party shall be void and without recourse have any further liability to the parties hereto other hereunder except for provisions those liabilities which are expressly stated to survive such terminationthe termination hereof. If Buyer Purchaser does not elect elect, or is not entitled, to terminate this Agreement Agreement, the Purchase Price shall not be reduced except as aforesaid or if such damage or destruction or taking has a replacement cost or is in hereinafter set forth, but Purchaser shall be entitled to an amount assignment of less than $100,000, Buyer shall proceed with the consummation all of Seller’s share of the Closing proceeds of fire or other casualty insurance proceeds (if any) payable with respect to the extent then otherwise obligated to do so) without reduction period after Closing or offset of the Purchase Pricecondemnation award, and in such case, unless as the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingcase may be, and Seller shall pay have no obligation to repair or restore the applicable deductible Property; provided, however, that the Purchase Price shall be reduced by an amount under equal to the insurance maintained by Seller. In the event sum of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller any uninsured or the Partnership and their insurance carriers or the applicable governmental authoritiesunreimbursed amount, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer the “deductible” applied by Seller’s insurer with respect to review such fire or casualty and make comments (c) the amount by which the proceeds of such insurance will be reduced by reason of the application of any co-insurance clause in Seller’s insurance policy. If Purchaser proceeds to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this AgreementClosing hereunder, Seller shall not enter into compromise, settle or adjust any settlement arrangement concerning casualty claims to such proceeds or condemnation in excess of $50,000 awards, without obtaining the Purchaser’s prior written consent of Buyerconsent, which consent may shall not be granted unreasonably withheld, conditioned or withheld in Buyer’s sole discretiondelayed.

Casualty or Condemnation. If, prior to the Closing, the Improvements all or any material portion thereof (having a replacement cost equal to of the Property shall be destroyed or in excess of $100,000 are damaged or destroyed by fire or casualtydamaged, or are taken by eminent domain by any governmental entityif, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, any portion of the Property shall be subjected to terminate a threat of condemnation, or shall become the subject of any proceedings, judicial, administrative, or otherwise, with respect to a taking by eminent domain or condemnation, Seller shall promptly notify Purchaser thereof, and Purchaser, at its option, may, within fifteen (15) days after receipt of such notice thereof, cancel this AgreementAgreement by written notice, whereupon all obligations of all in which event the parties hereto shall ceasebe relieved and released of and from any further duties, obligations, rights, or liabilities hereunder, and the Deposit and all interest thereon shall be returned to BuyerPurchaser. If the Closing Date is within the aforesaid fifteen (15) day period, and then the Closing shall be extended to the next business day following the end of said fifteen (15) day period. If under such circumstances Purchaser elects to complete the transactions contemplated in this Agreement, or if less than a material portion of the Property is destroyed or damaged, this Agreement shall remain in full force and effect, and the purchase contemplated herein, less any portion of the Property destroyed or damaged or taken by eminent domain or condemnation, shall be void consummated with no further adjustment or modification, and without recourse at the Closing, Seller shall assign, transfer, and set over to Purchaser all the parties hereto except right, title, and interest of Seller in and to any insurance proceeds resulting from any casualty or any awards that have been or may thereafter be made for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid any taking or if such damage or destruction or taking has condemnation, and Purchaser shall receive a replacement cost or is credit at the Closing in an the amount of less than any proceeds received in accordance with this Section 18 and in the amount of any deductible provided for in Seller's insurance policy. A "material portion" of the Property shall be deemed taken or subject to a casualty if (i) the cost to repair or replace such portion exceeds $100,000, Buyer shall proceed with (ii) Purchaser determines that the consummation Property so affected is materially and adversely affected by such taking or threatened taking, (iii) any lessee has the right to abate any rent under its lease as a result xx xuch taking or threatened taking, or (iv) any lessee or group of lessees leasing 2,500 square feet or more in the Closing aggregate (as set forth on the Rent Roll) has a right to the extent then otherwise obligated to do soterminate its lease (or leases) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction taking or taking, threatened taking and Seller shall pay the applicable deductible amount under the insurance maintained by Sellerdoes not irrevocably waive such right prior to Closing in a form reasonably acceptable to Purchaser. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion19.

Casualty or Condemnation. If, (a) If after the date hereof and prior to the Closing, the Improvements Real Property or any material portion part thereof shall be (having x) subject to a replacement 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 exercise of such taking) (collectively, “Condemnation”) or (y) destroyed or damaged by fire or other casualty and in either case the parties reasonably estimate the proceeds from such Condemnation or the cost equal to repair the damage or destruction to be in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior ten percent (10%) of the Purchase Price allocable to the Closing Date in the case of Real Property (a casualty“Major Event”), then Buyer Purchaser shall have the option, option exercisable by written notice given to within ten (10) Business Days after Purchaser and Seller at make a determination or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive agree on such termination. If Buyer does not elect estimate either (a) to terminate this Agreement as aforesaid by written notice to Seller, whereupon all rights and obligations hereunder of each party shall cease and terminate and be of no further force or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with effect except for the consummation return of the Closing Deposit to Purchaser and the Surviving Obligations, or (b) to elect to take title to the extent then otherwise obligated to do so) Real Property without any reduction in, abatement of, or offset of credit against the Purchase Price, notwithstanding such Condemnation, destruction or damage; if Purchaser fails to make either such election within such period, Purchaser shall be deemed to have elected option (b). If the parties fail to agree to the reasonable estimate of the proceeds from such Condemnation or the cost to repair the damage or destruction within thirty (30) days after the date of the applicable Condemnation or casualty, then Seller and Purchaser may submit the dispute to the American Arbitration Association in Boston pursuant to the Expedited Procedures of the Commercial Dispute Resolution Procedures thereof (and the Closing will be adjourned pending the resolution of such casearbitration). If, unless the Seller shall have previously restored the Real Property to its condition prior to despite the occurrence of any a Major Event, Purchaser elects to consummate the transactions contemplated by this Agreement, at the Closing Seller shall assign to Purchaser (without recourse) (x) the rights of Seller in and to the Condemnation proceeds or all insurance proceeds with respect to such damage Major Event, net of the amount of the reasonable costs and expenses incurred by Seller (including, but not limited to, reasonable legal fees and closing costs under a sale in lieu of or destructionin anticipation of the exercise of a taking) in collecting same (“Net Proceeds”), and give Purchaser, without duplication, a credit against the Purchase Price in the amount of the Net Proceeds already received by Seller prior to Closing (provided, however, Seller shall pay over receive, without duplication, a credit against such Purchaser credit for any such costs and expenses not recovered prior to Closing) and (y) the rights to settle any Condemnation proceeding or assign the loss under all policies of insurance applicable to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingthe Major Event, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event at Closing and thereafter execute and deliver to Purchaser all required proofs of any such casualty or condemnationloss, Seller agrees to (a) provide Buyer with copies assignments of all written communications between Seller or the Partnership claims and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionother similar items.

Casualty or Condemnation. If, prior to the Closing, the Improvements all or any material portion thereof (having a replacement cost equal to of the Property shall be destroyed or in excess of $100,000 are damaged or destroyed by fire or casualtydamaged, or are taken by eminent domain by any governmental entityif, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, any portion of the Property shall be subjected to terminate a threat of condemnation, or shall become the subject of any proceedings, judicial, administrative, or otherwise, with respect to a taking by eminent domain or condemnation, Seller shall promptly notify Purchaser thereof, and Purchaser, at its option, may, within fifteen (15) days after receipt of such notice thereof, cancel this AgreementAgreement by written notice, whereupon all obligations of all in which event the parties hereto shall ceasebe relieved and released of and from any further duties, obligations, rights, or liabilities hereunder, and the Deposit shall be returned to BuyerPurchaser. If the Closing Date is within the aforesaid fifteen (15) day period, and then the Closing shall be extended to the next business day following the end of said fifteen (15) day period. If under such circumstances Purchaser elects to complete the transactions contemplated in this Agreement, or if less than a material portion of the Property is destroyed or damaged or taken by eminent domain or condemnation, this Agreement shall be void remain in full force and without recourse to effect, and the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of purchase contemplated herein, less than $100,000, Buyer shall proceed with the consummation any portion of the Closing (to the extent then otherwise obligated to do so) without reduction Property destroyed or offset of the Purchase Pricedamaged or taken by eminent domain or condemnation, shall be consummated with no further adjustment or modification, and in such case, unless at the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destructionClosing, Seller shall pay over or assign to Buyer all amounts received or due fromassign, transfer, and set over to Purchaser all claims againstthe right, title, and interest of Seller in and to any insurance company proceeds resulting from any casualty or governmental entity as a result of such destruction any awards that have been or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of may thereafter be made for any such casualty taking or condemnation, Seller agrees and Purchaser shall receive a credit at the Closing in the amount of any proceeds received in accordance with this Section 18 and in the amount of any deductible provided for in Seller’s insurance policy, plus any additional amounts which Purchaser reasonably determines which are necessary to (a) provide Buyer with copies complete required repairs. A “material portion” of all written communications between Seller the Property shall be deemed taken or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning a casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.if:

Casualty or Condemnation. If, prior to before the ClosingClosing Date, (i) the Improvements or improvements on the Real Property are materially damaged by any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, as reasonably determined by Buyer, or (ii) proceedings are taken commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property, as reasonably determined by any governmental entityBuyer, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the optionright, exercisable by giving notice to Seller within sixty (60) days after Seller gives written notice given of the casualty or condemnation to Seller at or prior to the ClosingBuyer, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and in which event this Agreement shall be void and without recourse to automatically terminate. If, before the parties hereto except Closing Date, (a) the improvements on the Real Property are damaged by any casualty, but not in a material manner, (b) proceedings are commenced for provisions which are expressly stated to survive the taking by exercise of the power of eminent domain of less than such termination. If a material part of the Property, or (c) Buyer does not elect has the right to terminate this Agreement as aforesaid or if pursuant to the preceding sentence but Buyer does not exercise such damage or destruction or taking has a replacement cost or is right, then this Agreement shall remain in an amount of less than $100,000full force and effect and, Buyer shall proceed with on the consummation Closing Date, one of the Closing following shall occur, as applicable: (1) the full repair and restoration cost, as reasonably determined by Buyer, shall be a credit to Buyer against the extent then otherwise obligated total Purchase Price for the Property, or (2) the condemnation award (or, if not theretofore received, the right to do soreceive such award) without reduction or offset payable on account of the Purchase Price, and in such case, unless the taking shall be transferred to Buyer. Seller shall have previously restored the Real Property give notice to its condition prior to Buyer immediately after the occurrence of any such damage to the improvements on the Real Property by any casualty or destruction, the commencement of any eminent domain proceedings. Buyer shall have a period of sixty (60) days after Seller shall pay over or assign has given the notice to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity required by this Section 13 to make the determination as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellerto whether to terminate this Agreement. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicableIf necessary, the subject matter Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section 13 and the period of which is the adjustment of insurance proceeds or condemnation awards, and thirty (b30) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer days described in this Section 13 has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionexpired.

Casualty or Condemnation. If, (a) Seller shall give notice to Purchaser of any Condemnation or Casualty at the Property as soon as practicable following Seller’s knowledge of such occurrence. If prior to the Closing, the Improvements Real Property or any material portion part thereof shall be (having x) subject to a replacement cost equal to 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 excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation anticipation of the Closing exercise of such taking) (to the extent then otherwise obligated to do socollectively, “Condemnation”) without reduction or offset of the Purchase Price(y) destroyed or damaged by Casualty, and in such case, unless either case (1) Vertex has the Seller shall have previously restored the Real Property ability to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity terminate a Vertex Lease as a result of such destruction Condemnation or Casualty, or (2) the Parties reasonably estimate the Proceeds from such Condemnation or the cost to repair the Casualty to be in excess of five percent (5%) of the Purchase Price (a “Major Event”), then Purchaser shall have the option exercisable within ten (10) Business Days after Purchaser and Seller make a determination or agree on such estimate either (a) to terminate this Agreement by written notice to Seller, whereupon all rights and obligations hereunder of each Party shall cease and terminate and be of no further force or effect except for the return of the Deposit to Purchaser and the Surviving Obligations, or (b) to elect to take title to the Real Property without any reduction in, abatement of, or credit against the Purchase Price except as expressly set forth in this Section 6.3(a), notwithstanding such Condemnation or Casualty; if Purchaser fails to make either such election within such period, Purchaser shall be deemed to have elected option (b). If the Parties fail to agree to the reasonable estimate of the Proceeds from such Condemnation or the cost to repair the Casualty within thirty (30) days after the date of the applicable Condemnation or Casualty, then Seller and Purchaser may submit the dispute to the American Arbitration Association in Boston pursuant to the Expedited Procedures of the Commercial Dispute Resolution Procedures thereof (and the Closing will be adjourned pending the resolution of such arbitration). If, despite the occurrence of a Major Event, Purchaser elects (or is deemed to have elected) to consummate the transactions contemplated by this Agreement, at the Closing Seller shall assign to Purchaser (without recourse) (x) the rights of Seller in and to the Condemnation Proceeds or all insurance Proceeds with respect to such Major Event, net of the amount of the reasonable costs and expenses incurred by Seller (including, but not limited to, reasonable legal fees and closing costs under a sale in lieu of or in anticipation of the exercise of a taking) in collecting same (“Net Proceeds”), and give Purchaser, without duplication, a credit against the Purchase Price in the amount of the Net Proceeds already received by Seller prior to Closing plus all applicable insurance deductibles plus all Proceeds applied to any indebtedness of Seller under any Seller Mortgage (provided, however, Seller shall receive, without duplication, a credit against such Purchaser credit for any such costs and expenses described in this clause (x) 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 pay the applicable deductible amount under the insurance maintained by Seller. In the event at Closing and thereafter execute and deliver to Purchaser all required proofs of any such casualty or condemnationloss, Seller agrees to (a) provide Buyer with copies assignments of all written communications between Seller or the Partnership claims and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionother similar items.

Casualty or Condemnation. If, In the event prior to the Closing, of (a) material damage or casualty to the Improvements Premises, or (b) a condemnation or other taking of the Premises, or any part of the Premises, or any rights of access or other material portion thereof (having rights benefiting the Premises as a replacement cost equal to result of the exercise of the power of eminent domain, or in excess the event that any type of $100,000 are damaged proceeding for such a condemnation or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller taking is unable to restore such damage or destruction commenced prior to the Closing Date by any governmental body, then, in the case any such case, Seller shall promptly notify Purchaser in writing of a casualtysuch event, then Buyer and Purchaser shall have the optionoption to either: (i) terminate this Agreement, exercisable by written notice given in which event the Xxxxxxx Money, and all interest earned thereon, shall be returned to Seller at Purchaser and neither party shall have any further obligations or prior to liabilities hereunder; or (ii) proceed with the Closing, . If Purchaser elects to proceed with the Closing or is not entitled to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored deposit into an escrow (which shall thereafter be used by Tenant and/or Purchaser in the Real Property to its condition prior to manner described in the occurrence of any such damage or destructionLease) all condemnation awards, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In in the event of any such casualty eminent domain, or condemnationinsurance proceeds, Seller agrees to (a) provide Buyer with copies in the event of damage or casualty, and shall deposit into said escrow the amount of all written communications between Seller deductibles or other uninsured damages so that such sums can be used by Tenant and/or Purchaser to restore the Partnership and their insurance carriers or Premises as contemplated in the applicable governmental authoritiesLease. In all cases, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller Purchaser shall not enter into any settlement arrangement concerning be obligated to proceed to purchase the Premises, unless it receives from Tenant adequate written assurance that it will continue to perform under the Lease notwithstanding the casualty or condemnation in excess (without any abatement or off-set). Purchaser shall exercise its option under clause (i) or (ii) of this Section 9 by providing Seller with a written notice of its decision within thirty (30) days after Purchaser receives written notice of the condemnation or damage or casualty and of the cost of repair as determined by the insurance adjuster, as provided below, and the Closing Date shall be extended, if necessary, to permit Purchaser to make such election within such time period. For purposes hereof, "material" damage or casualty shall mean damage or casualty costing more than $50,000 without obtaining the prior written consent of Buyer250,000 to repair, which consent may be granted or withheld in Buyer’s sole discretionas determined by an insurance adjuster mutually selected by Seller and Purchaser.

Casualty or Condemnation. If, prior to the Closing, the Improvements (a) condemnation proceedings are commenced against all or any material portion thereof of the Property or (having a replacement cost equal to or in excess of $100,000 are b) the Property is damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable other casualty to restore the extent that the cost of repairing such damage shall be Two Million Four Hundred Thousand and No 100ths Dollars ($2,400,000.00) or destruction prior to the Closing Date in the case of a casualtymore, then Buyer Purchaser shall have the optionright, exercisable by written upon notice given to Seller at or prior in writing to the ClosingSeller delivered within ten (10) days after actual notice of such condemnation, fire or other casualty, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned immediately to BuyerPurchaser, and this Agreement neither party shall be void and without recourse have any further liability to the parties hereto other hereunder except for provisions those liabilities which are expressly stated to survive such terminationthe termination hereof. If Buyer Purchaser does not elect elect, or is not entitled, to terminate this Agreement Agreement, the Purchase Price shall not be reduced except as aforesaid or if such damage or destruction or taking has a replacement cost or is in hereinafter set forth, but Purchaser shall be entitled to an amount assignment of less than $100,000, Buyer shall proceed with the consummation all of Seller's share of the proceeds of fire or other casualty insurance proceeds (if any) payable with respect to the period after Closing (except to the extent then otherwise obligated utilized by Seller to do so) without reduction repair the Property prior to Closing, or offset of the Purchase Pricecondemnation award, and in such case, unless as the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingcase may be, and Seller shall pay have no obligation to repair or restore the applicable deductible Property; provided, however, that the Purchase Price shall be reduced by an amount under equal to the insurance maintained by Seller. In the event sum of any such casualty or condemnation, Seller agrees to (a) provide Buyer the amount of any deductible applied by Seller's insurer with copies of all written communications between Seller respect to such fire or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, casualty and (b) allow Buyer the amount by which the proceeds of such insurance will be reduced by reason of the application of any co-insurance clause in Seller’s insurance policy. If Purchaser proceeds to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this AgreementClosing hereunder, Seller shall not enter into compromise, settle or adjust any settlement arrangement concerning casualty claims to such proceeds or condemnation in excess of $50,000 awards, without obtaining the Purchaser's prior written consent of Buyerconsent, which consent may shall not be granted unreasonably withheld, conditioned or withheld in Buyer’s sole discretiondelayed.

Casualty or Condemnation. If, If prior to the applicable Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are is damaged or destroyed by fire or casualty, or are any material portion of any Real Property is taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at on or prior to either (i) the Closingdate that is ten (10) days after Buyer’s receipt of notice of such damage, destruction or taking (which notice shall be accompanied by an estimate of repair and replacement costs or the amount of any condemnation award), or (ii) the originally scheduled Closing Date (provided, that if the Closing Date is less than five (5) business days from the date that Buyer is notified of such casualty or condemnation, then the Closing Date shall be extended for a period of five (5) business days to allow the Buyer the time to exercise its rights under this Section 7.02), whichever is sooner, to terminate this AgreementAgreement in its entirety, whereupon all obligations of all parties hereto shall cease, in which event the Deposit shall be returned to Buyer, and neither party shall have further rights or obligations pursuant to this Agreement shall be void and without recourse to the parties hereto Agreement, except for provisions which are as expressly stated to survive such terminationprovided herein. If Buyer does not elect to so terminate this Agreement as aforesaid or if such damage damage, destruction, taking or destruction or threatened taking has a replacement cost or is in an amount of less than $100,000not material, Buyer shall proceed with the consummation purchase of the Closing (to the extent then otherwise obligated to do so) Real Properties without reduction or offset of the Purchase Price, and in such case, unless except to the extent Seller shall have previously restored or made payments in connection with the restoration the affected Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingtaking including without limitation all claims and awards for lost revenues for any period from and after the applicable Closing, and Seller Buyer shall pay be entitled to a credit against the applicable Allocated Purchase Price for such affected Real Property equal to the deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnationamount, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as if applicable, the subject matter under Seller’s insurance policy. For purposes of which is the adjustment of insurance proceeds or condemnation awardsthis Section 7.02, and (b) allow Buyer to review and make comments “material portion” shall mean, with respect to any proposed settlement arrangement proposed individual Real Property (i) in the case of damage or destruction by fire or casualty, a portion of such Real Property having a replacement cost equal to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining three percent (3%) of the prior written consent Allocated Purchase Price; or (ii) in the case of Buyera taking, a portion of the Property for which consent may be granted the condemnation award is equal to or withheld in Buyer’s sole discretionexcess of three percent (3%) of the Allocated Purchase Price for such Real Property.

Casualty or Condemnation. If, If prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of Two Hundred Fifty Thousand and 00/100 Dollars ($100,000 250,000.00) are damaged or destroyed by fire or casualty, or are any part of the Property is taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, Buyer and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than Two Hundred Fifty Thousand and 00/100 Dollars ($100,000250,000.00), Buyer shall proceed with the consummation purchase of the Closing (to the extent then otherwise obligated to do so) Property without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company (including business interruption and rental loss insurance proceeds to the extent related to any period after the Closing Date) or governmental entity as a result of such destruction or takingtaking and Buyer shall be entitled to a credit against the Purchase Price equal to the deductible amount, if applicable, under Seller’s insurance policy and Seller shall pay an amount equal to all rent abatements on account of such casualty which continues after the applicable deductible amount under the insurance maintained Closing Date and are not covered by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretioninsurance.

Casualty or Condemnation. (a) If, prior to the Closing, any Owned Property and the associated Improvements or any material portion part thereof shall be subject to a taking by any public or quasi-public authority through expropriation, condemnation, eminent domain or otherwise (having a replacement cost equal including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking) (collectively, “Condemnation”), and Cxxxxxxx reasonably estimates the proceeds from such Condemnation to or be in excess of two hundred fifty thousand dollars ($100,000 are damaged or destroyed by fire or casualty250,000) (a “Major Condemnation Event”), or are taken by eminent domain by any governmental entity, Cxxxxxxx shall promptly provide Purchasers with notice thereof and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer Purchasers shall have the option, exercisable by written notice given to Seller at or prior to the Closing, within ten (10) days after Cxxxxxxx notifies Purchasers of such Condemnation to terminate this Agreement. If Purchasers elect to consummate the Transactions or if Purchasers do not have the right to terminate the Agreement because the Condemnation is not a Major Condemnation Event, whereupon all obligations at the Closing, Purchasers, shall succeed to (x) the rights of all parties hereto shall cease, the Deposit shall be returned applicable Seller to Buyerthe Condemnation proceeds with respect to a Condemnation (“Condemnation Proceeds”), and this Agreement shall be void (y) the rights to settle any such Condemnation proceeding, and without recourse Purchasers shall, at Closing succeed to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation rights of the Closing (applicable Seller to all required proofs of loss, assignments of claims and similar items. Sellers shall not settle any such proceedings without the extent then otherwise obligated to do soconsent of Purchasers. Sellers’ compliance with this Section 11.2(a) without reduction shall cure any breach of covenant or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence inaccuracy of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, representation and all claims against, any insurance company or governmental entity warranty arising as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretiona Major Condemnation Event.

Casualty or Condemnation. During the period from the Opening of Escrow through Closing, all risk of loss from fire or other casualty or condemnation shall be borne by Seller. If, prior to before the ClosingClosing Date, (i) the Improvements or improvements on the Real Property are materially damaged by any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, as reasonably determined by Buyer, or (ii) proceedings are taken commenced for the taking by exercise of the power of eminent domain of all or a material part of the Property, as reasonably determined by any governmental entityBuyer, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the optionright, exercisable by giving notice to Seller within twenty (20) days after Seller gives written notice given of the casualty or condemnation to Seller at or prior to the ClosingBuyer, to terminate this Agreement, whereupon all obligations of all parties hereto in which event this Agreement shall cease, automatically terminate and the Deposit shall be returned to Buyer. If, and this Agreement shall be void and without recourse to before the parties hereto except Closing Date, (a) the improvements on the Real Property are damaged by any casualty, but not in a material manner, (b) proceedings are commenced for provisions which are expressly stated to survive the taking by exercise of the power of eminent domain of less than such termination. If a material part of the Property, or (c) Buyer does not elect has the right to terminate this Agreement as aforesaid or if pursuant to the preceding sentence but Buyer does not exercise such damage or destruction or taking has a replacement cost or is right, then this Agreement shall remain in an amount of less than $100,000full force and effect and, Buyer shall proceed with on the consummation Closing Date, one of the Closing following shall occur, as applicable: (1) the full repair and restoration cost, as mutually determined by Buyer and Seller, shall be a credit to Buyer against the extent then otherwise obligated total Purchase Price for the Membership Interests, or (2) the condemnation award (or, if not theretofore received, the right to do soreceive such award) without reduction or offset payable on account of the Purchase Price, and in such case, unless the taking shall be transferred to Buyer. Seller shall have previously restored the Real Property give notice to its condition prior to Buyer immediately after the occurrence of any such damage to the improvements on the Real Property by any casualty or destruction, the commencement of any eminent domain proceedings. Buyer shall have a period of twenty (20) days after Seller shall pay over or assign has given the notice to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity required by this Section 12 to make the determination as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellerto whether to terminate this Agreement. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicableIf necessary, the subject matter Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section 12 and the period of which is the adjustment of insurance proceeds or condemnation awards, and twenty (b20) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer days described in this Section 12 has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionexpired.

Casualty or Condemnation. If, prior to the ClosingClosing therefor, the Improvements any Property owned by any Seller or any material portion thereof is damaged or destroyed by fire or casualty, or any part of such Property is taken by eminent domain by any governmental entity and the portion of such Property that is damaged, destroyed or taken either (having i) materially interferes with the operation of the Property and conduct of its usual business or (ii) has a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entityfive percent (5%) of the Purchase Price for such Property set forth in Section 2.01, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate close the transaction pursuant to the terms of the next grammatical paragraph notwithstanding the casualty or taking, then this Agreement as aforesaid or if will terminate with respect to all Properties for which Closing has not previously occurred and the Deposit allocated to such terminated Properties will be returned to Buyer. If (i) such damage or destruction or taking does not materially interfere with the operation of the Property and conduct of its usual business and has a replacement cost or is in an amount of less than $100,000five percent (5%) of the Purchase Price or (ii) Buyer nevertheless elects to purchase the impaired Property, Buyer shall proceed with the consummation purchase of all the Closing (to the extent then otherwise obligated to do so) Properties without reduction or offset of the Purchase PricePrice except as set forth below, and in such case, unless the applicable Seller shall have previously restored the Real its Property to its condition prior to the occurrence of any such damage or destruction, the Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller Buyer shall pay receive a credit against the Purchase Price for the damaged Property in the amount of the deductible under the applicable deductible insurance policy, if any and for the amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionuninsured loss.

Casualty or Condemnation. If, prior to In the Closing, event that the Improvements Real Estate or any material portion part thereof (having a replacement cost equal to or in excess of $100,000 are is damaged or destroyed by fire or other casualty, or are taken by in the event condemnation or eminent domain proceedings (or private purchase in lieu thereof) shall be commenced by any governmental entity, and Seller is unable to restore such damage public or destruction prior to quasi-public authority having jurisdiction against all or any part of the Closing Date in the case of a casualtyReal Estate, then Buyer shall have the optionSeller shall, exercisable upon receipt of notice thereof, promptly notify Purchaser thereof. Purchaser may, at its option by giving written notice given to Seller at within fifteen (15) days after receipt of Seller’s notice of such casualty or prior to the Closingcondemnation proceedings, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, Contract and the Deposit Xxxxxxx Money shall be returned to Buyer, Purchaser and neither party shall have any further obligation to one another under this Agreement shall be void and without recourse to the parties hereto Contract except for provisions those liabilities which are expressly stated to survive such terminationthe termination of this Contract. If Buyer In the event Purchaser does not elect to terminate this Agreement Contract, then all insurance proceeds and/or any awards in condemnation, as aforesaid or if such damage or destruction or taking has a replacement cost or is the case may be, as well as all unpaid claims and rights in an amount of less than $100,000, Buyer shall proceed connection with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, as the case may be, shall be assigned to Purchaser at Closing, or, if paid to Seller agrees prior thereto, shall be credited against the unpaid balance of the Purchase Price due at Closing. Seller shall not adjust or settle any insurance claims or condemnation awards whatsoever without the prior written approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed; further, Purchaser and its counsel shall have the right prior to (a) provide Buyer with copies of Closing to participate, at Purchaser’s cost and expense, in all written communications between Seller or the Partnership and their negotiations relating to any such insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds claims or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.

Casualty or Condemnation. If, on the Closing Date or prior thereto, any casualty shall occur with respect to the Closing, the Improvements or any condemnation proceedings affecting a material portion part of the Property shall be commenced or threatened, Purchaser may, at its option, either (i) terminate this Agreement by delivering written notice thereof to Seller or (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date ii) in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer event Purchaser does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has the condemnation does not affect a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation material part of the Closing (Property, proceed to the extent then otherwise obligated to do so) without close this transaction with no reduction or offset of in the Purchase Price, and Purchaser shall be entitled to all casualty insurance proceeds or all right, title and interest in such caseand to any condemnation proceeds or awards or sales price in lieu of condemnation, unless and Purchaser shall also receive a credit against the Seller Purchase Price in an amount equal to any deductible under Seller’s insurance; provided, however, that Purchaser shall have previously restored be obligated to comply with its obligations under the Real Property to its condition prior to applicable provisions of the occurrence Lease regarding application of any such damage casualty insurance proceeds and any condemnation proceeds or destructionawards or sale price in lieu of condemnation. Notwithstanding anything to the contrary in this Agreement, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In in the event of any such casualty or condemnationcondemnation that is likely to exceed One Hundred Thousand Dollars to repair or diminution in value, Seller may at its option terminate this Agreement by delivering written notice to Purchaser. Seller agrees to (a) provide Buyer notify Purchaser in writing immediately after any casualty has occurred or any condemnation proceedings are commenced or threatened. Purchaser shall be entitled to participate in the negotiation of any settlement with copies of all written communications between Seller the casualty insurance carrier or the Partnership and their insurance carriers or the applicable governmental condemning authorities, as applicable, the subject matter of which and unless or until this Agreement is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreementterminated, Seller shall not enter into take no action with respect to any settlement arrangement concerning casualty such activity or condemnation in excess of $50,000 proceeding without obtaining the prior written consent approval of BuyerPurchaser, which consent may approval shall not be granted or withheld in Buyer’s sole discretionunreasonably withheld.

Casualty or Condemnation. IfIn the event of any damage to or destruction of the Property or any portion thereof which is reasonably estimated by Seller and Purchaser to cost Two Hundred Fifty Thousand Dollars ($250,000.00) or less to replace or repair, prior subject to the Closingother terms and conditions of this Agreement, Purchaser shall nonetheless be obligated to consummate the Improvements purchase of the Property. In the event of any damage to or destruction of the Property or any material portion thereof (having a replacement which is reasonably estimated by Seller and Purchaser to cost equal to or in excess of Two Hundred Fifty Thousand Dollars ($100,000 are damaged 250,000.00) to replace or destroyed by fire or casualtyrepair, or are taken in the event of any taking or written threat of taking by eminent domain or condemnation (or any conveyance in lieu thereof) of the Property or any portion thereof by any governmental entityanyone having the power of eminent domain or condemnation, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualtyPurchaser shall, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closingprovided within ten (10) days of receiving notice from Seller of such event, to elect to: (i) terminate this Agreement, whereupon the Exxxxxx Money, together with all obligations interest accrued thereon (less and except the sum of all parties hereto One Hundred Dollars ($100) which shall ceasebe paid to Seller as consideration for entering into this Agreement), the Deposit shall be returned to BuyerPurchaser, and in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement shall be void and without recourse Agreement, except as otherwise expressly provided herein; or (ii) consummate the purchase of the Property with no reduction in Purchase Price, subject to the parties hereto except for following provisions which are expressly stated to survive such terminationof this Subsection 11.2. If Buyer Purchaser does not elect to terminate this Agreement as aforesaid pursuant to clause (i) of this Subsection 11.2 (or if such the cost to replace or repair the damage or destruction is estimated to be Two Hundred Fifty Thousand Dollars ($250,000) or taking has a replacement cost less), then Seller shall on the Closing Date pay to Purchaser all insurance proceeds then received by Seller, together with any deductible amounts under Seller's insurance policies (except for (i) Seller's allocable share of business interruption or is rental loss insurance proceeds, which shall be treated as an Adjustment in an amount of less than $100,000accordance with Subsection 10.4 hereof, Buyer shall proceed with and (ii) such proceeds which have been paid by Seller to unaffiliated independent contractors for the consummation repair or restoration of the Closing (to Property occasioned by the extent then otherwise obligated to do so) without reduction damage or offset of the Purchase Pricedestruction; provided, and in such casehowever, unless the Seller shall have previously restored the Real Property no duty to its condition prior undertake any such repair or restoration) and all condemnation awards and compensation then received by Seller which are not paid to tenants pursuant to the occurrence Tenant Leases. In addition, Seller shall transfer and assign to Purchaser, in form reasonably satisfactory to Purchaser, all rights and claims of any such Seller and all unpaid insurance proceeds (and all rights and claims relating thereto) with respect to the damage or destruction (except for (i) Seller's allocable share of business interruption or rental loss insurance proceeds, which shall be treated as an Adjustment in accordance with Subsection 10.4 hereof, and (ii) sums which have been paid by Seller to unaffiliated independent contractors for the repair or restoration of the Property occasioned by the damage or destruction; provided, however, Seller shall pay over have no duty to undertake any such repairs or assign to Buyer all amounts received or due from, restorations) and all claims against, any insurance company or governmental entity as a result compensation and awards on account of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.

Casualty or Condemnation. During the period from the Opening of Escrow through Closing, all risk of loss from fire or other casualty or condemnation shall be borne by Seller. If, prior to before the ClosingClosing Date, (i) the Improvements or improvements on the Real Property are materially damaged by any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or (ii) proceedings are taken commenced for the taking by exercise of the power of eminent domain by any governmental entityof all or a material part of the Property, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the optionright, exercisable by giving notice to Seller within twenty (20) days after Seller gives written notice given of the casualty or condemnation to Seller at or prior to the ClosingBuyer, to terminate this Agreement, whereupon all obligations of all parties hereto in which event this Agreement shall cease, automatically terminate and the Deposit shall be returned to Buyer. If, and this Agreement shall be void and without recourse to before the parties hereto except Closing Date, (a) the improvements on the Real Property are damaged by any casualty, but not in a material manner, (b) proceedings are commenced for provisions which are expressly stated to survive the taking by exercise of the power of eminent domain of less than such termination. If a material part of the Property, or (c) Buyer does not elect has the right to terminate this Agreement pursuant to the preceding sentence but Buyer does not exercise such right, then this Agreement shall remain in full force and effect and, on the Closing Date, one of the following shall occur, as aforesaid or if such damage or destruction or taking has applicable: (1) in the event of a replacement cost or is in an amount of less than $100,000casualty, Buyer shall proceed with receive (w) a credit against the consummation cash balance of the Purchase Price payable at Closing to the extent of payments received by or on behalf of Seller prior to the Closing Date under any applicable insurance policy or policies in effect with respect to the Property (to the extent then that such payments have not been reasonably expended in connection with the repair of any such casualty and do not exceed $50,000 in the aggregate unless otherwise obligated agreed by Buyer or unless such repairs are, in Seller’s reasonable judgment, necessary to do sopreserve the Property or protect the health, safety or welfare of Tenants under any Leases or of any visitors or invitees on the Property), (x) without reduction an assignment of Seller's rights to any payments which may be payable subsequent to the Closing Date under any applicable insurance policy or offset policies in effect with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Buyer, Seller shall promptly remit such funds to Buyer after receipt of any such amounts), (y) an assignment of Seller's rights to payments with respect to rents due subsequent to the Closing Date under any rental insurance policy or policies with respect to the Property (or, if Seller’s insurer does not permit such policy and/or payments to be assigned to Buyer, Seller shall promptly remit such funds to Buyer after receipt of any such amounts), and (z) a credit against the cash balance of the Purchase PricePrice payable at the Closing in an amount equal to the aggregate amount of the deductibles with respect to all such insurance policies, and but there shall be no other credit against or reduction in the Purchase Price attributable to such casecasualty; or (2) the condemnation award (or, unless if not theretofore received, the right to receive such award) payable on account of the taking shall be transferred to Buyer. Seller shall have previously restored the Real Property give notice to its condition prior to Buyer immediately after the occurrence of any such damage to the improvements on the Real Property by any casualty or destruction, the commencement of any eminent domain proceedings. Buyer shall have a period of twenty (20) days after Seller shall pay over or assign has given the notice to Buyer all amounts received or due fromrequired by this Section 12 to make the determination as to whether to terminate this Agreement. If necessary, the Closing Date shall be postponed until Seller has given the notice to Buyer required by this Section 12 and all claims againstthe period of twenty (20) days described in this Section 12 has expired. For purposes hereof, any insurance company or governmental entity as a result of such destruction or takingmaterial shall mean, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In in the event of any a casualty, the cost of repair of such damage to a condition substantially equivalent to that immediately prior to such casualty equals or exceeds two percent (2%) of the Purchase Price and in the event of a condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller such taking shall have a materially adverse effect on the use or the Partnership and their insurance carriers value of, access to, or the applicable governmental authorities, as applicableparking at, the subject matter Property or otherwise affects more than five percent (5%) of which is the adjustment square footage of insurance proceeds the improvements located on the Real Property or condemnation awards, and ten (b10) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.more apartment

Casualty or Condemnation. If, If prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of Five Hundred Thousand and 00/100 Dollars ($100,000 500,000.00) are damaged or destroyed by fire or casualty, or are any part of the Property is taken by eminent domain by any governmental entity, Seller shall promptly notify Buyer and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, Buyer and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an amount of less than Five Hundred Thousand and 00/100 Dollars ($100,000500,000.00), Buyer shall proceed with the consummation purchase of the Closing (to the extent then otherwise obligated to do so) Property without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Buyer shall be entitled to participate with Seller in the negotiation and approval of any insurance or condemnation settlement (which approval shall not be unreasonably withheld) and Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company company, including, without limitation, any rental loss insurance received by Seller attributable to any period after the Closing Date, or governmental entity as a result of such destruction or takingtaking and Buyer shall be entitled to a credit against the Purchase Price equal to the deductible amount, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as if applicable, the subject matter of which is the adjustment of under Seller’s insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionpolicy.

Casualty or Condemnation. If, prior to the Closing, the Improvements (a) condemnation proceedings are commenced against all or any material portion thereof of the Property or (having a replacement cost equal to or in excess of $100,000 are b) the Property is damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable other casualty to restore the extent that the cost of repairing such damage shall be Fifteen Million Dollars ($15,000,000) or destruction prior to the Closing Date in the case of a casualtymore, then Buyer Purchaser shall have the optionright, exercisable by written upon notice given to Seller at or prior in writing to the ClosingSeller delivered within fifteen (15) days after actual notice of such condemnation, fire or other casualty, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned immediately to BuyerPurchaser, and this Agreement neither party shall be void and without recourse have any further liability to the parties hereto other hereunder except for provisions those liabilities which are expressly stated to survive such terminationthe termination hereof. If Buyer Purchaser does not elect to terminate this Agreement as aforesaid Agreement, or if the cost of repairing such damage or destruction or taking has a replacement cost or is in an amount of less than Fifteen Million Dollars ($100,00015,000,000), Buyer the Purchase Price shall proceed with the consummation not be reduced except as hereinafter set forth, but Purchaser shall be entitled to an assignment of all of Seller's share of the Closing proceeds of fire or other casualty insurance proceeds (if any) payable with respect to the extent then otherwise obligated to do so) without reduction period after Closing or offset of the Purchase Pricecondemnation award, and in such case, unless as the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingcase may be, and Seller shall pay have no obligation to repair or restore the applicable deductible Property; provided, however, that the Purchase Price shall be reduced by an amount under equal to the insurance maintained by Seller. In the event sum of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller any uninsured or the Partnership and their insurance carriers or the applicable governmental authoritiesunreimbursed amount, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow Buyer the "deductible" applied by Seller's insurer with respect to review such fire or casualty and make comments (c) the amount by which the proceeds of such insurance will be reduced by reason of the application of any co-insurance clause in Seller's insurance policy. If Purchaser proceeds to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this AgreementClosing hereunder, Seller shall not enter into compromise, settle or adjust any settlement arrangement concerning casualty claims to such proceeds or condemnation in excess of $50,000 awards, without obtaining the Purchaser's prior written consent of Buyerconsent, which consent may shall not be granted unreasonably withheld, conditioned or withheld in Buyer’s sole discretiondelayed.

Casualty or Condemnation. If, If prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 2,000,000.00 are damaged or destroyed by fire or casualty, or are any material part of the Property (for which a condemnation award is in excess of $2,000,000.00) is taken by eminent domain by any governmental entity, or such taking would cause the property (i) no longer to comply with zoning requirements or the Leases, or (ii) no longer to have access to a publicly-dedicated and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualtymaintained right-of-way for vehicular and pedestrian access, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, Buyer and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid Agreement, or if such damage or destruction or taking has a replacement cost or is condemnation award in an amount of less than $100,0002,000,000.00 and in the event of a taking would not cause the Property to fail to comply with zoning requirements or the Leases or no longer to have access to a publicly-dedicated and maintained right-of-way for vehicular and pedestrian access, Buyer shall proceed with the consummation purchase of the Closing (to the extent then otherwise obligated to do so) Property without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingtaking and Buyer shall be entitled to a credit against the Purchase Price equal to the deductible amount, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnation, Seller agrees to (a) provide Buyer with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as if applicable, the subject matter of which is the adjustment of under Seller’s insurance proceeds or condemnation awards, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionpolicy.

Casualty or Condemnation. If, prior to the Closing, the Improvements or any material portion thereof (having a repair or replacement cost equal to or in excess of Five Hundred Thousand and 00/100 Dollars ($100,000 500,000) are damaged or destroyed by fire or casualty, or are any part of the Property is taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse to the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a repair or replacement cost or is in an amount of less than Five Hundred Thousand and 00/100 Dollars ($100,000500,000), Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase PricePrice except as otherwise set forth in this Agreement, and in such case, unless the Seller General Partner shall cause the Partnership to have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller Partnership shall pay over or assign to retain for the benefit of Buyer all amounts received or due from, and all claims against, any insurance company (including business interruption and rental loss insurance proceeds to the extent related to any period after the Closing Date) or governmental entity as a result of such destruction or takingtaking and Buyer shall receive a credit against the Purchase Price in an amount equal to the deductible under Seller's insurance policy, provided, however, that to the extent any such insurance proceeds are insufficient to restore the Property to its condition prior to the occurrence of such damage or destruction, Buyer shall, at Seller’s election (such election to be made in writing by Seller to Buyer within three (3) business days after Buyer and Seller shall pay receive written notice of the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty or condemnationinsufficiency), Seller agrees to either: (a) provide Buyer with copies of all written communications between Seller receive a credit against the Purchase Price at Closing in an amount equal to such insufficiency or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awards, and (b) allow have the right, in its sole and absolute discretion, to terminate this Agreement and receive a refund of the Deposit by delivering written notice to Seller thereof within three (3) business days after Seller delivers written notice to Buyer of Seller’s election not to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or so reduce the Partnership with any such third party; provided, that after Purchase Price at Closing. The provisions of this Section 7 shall survive the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionClosing.

Casualty or Condemnation. IfIn the event of any damage to or destruction of the Property or any portion thereof which is reasonably estimated by Seller and Purchaser to cost Three Hundred Fifty Thousand Dollars ($350,000.00) or less to replace or repair, prior subject to the Closingother terms and conditions of this Agreement, Purchaser shall nonetheless be obligated to consummate the Improvements purchase of the Property. In the event of any damage to or destruction of the Property or any material portion thereof (having a replacement which is reasonably estimated by Seller and Purchaser to cost equal to or in excess of Three Hundred Fifty Thousand Dollars ($100,000 are damaged 350,000.00) to replace or destroyed by fire or casualtyrepair, or are taken in the event of any taking or written threat of taking by eminent domain or condemnation (or any conveyance in lieu thereof) of the Property or any “material portion” (as defined below) thereof by any governmental entityanyone having the power of eminent domain or condemnation, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualtyPurchaser shall, then Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closingprovided within ten (10) days of receiving notice from Seller of such event, to elect to: (i) terminate this Agreement, whereupon the Exxxxxx Money, together with all obligations interest accrued thereon (less and except the sum of all parties hereto One Hundred Dollars ($100) which shall ceasebe paid to Seller as consideration for entering into this Agreement), the Deposit shall be returned to BuyerPurchaser, and in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement shall be void and without recourse Agreement, except as otherwise expressly provided herein; or (ii) consummate the purchase of the Property with no reduction in Purchase Price, subject to the parties hereto except for following provisions which are expressly stated to survive such terminationof this Subsection 11.2. If Buyer Purchaser does not elect to terminate this Agreement as aforesaid pursuant to clause (i) of this Subsection 11.2 (or if such the cost to replace or repair the damage or destruction is estimated to be Three Hundred Fifty Thousand Dollars ($350,000.00) or taking has a replacement cost or is in an amount of less than $100,000less), Buyer then Seller shall proceed with the consummation of on the Closing (Date pay to the extent Purchaser all insurance proceeds then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of , together with any such casualty or condemnation, Seller agrees to deductible amounts under Seller's insurance policies (except for (a) provide Buyer Seller's allocable share of business interruption or rental loss insurance proceeds, which shall be treated as an Adjustment in accordance with copies of all written communications between Seller or the Partnership and their insurance carriers or the applicable governmental authorities, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awardsSubsection 10.4 hereof, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into such proceeds which have been paid by Seller to unaffiliated independent contractors for the repair or restoration of the Partnership with any such third partyProperty occasioned by the damage or destruction; provided, that after the Inspection Period, if Buyer has not terminated this Agreementhowever, Seller shall have no duty to undertake any such repair or restoration) and all condemnation awards and compensation then received by Seller which are not enter into any settlement arrangement concerning casualty paid to tenants pursuant to the Tenant Leases. In addition, Seller shall transfer and assign to Purchaser, without representation or condemnation in excess warranty to Purchaser, all rights and claims of $50,000 without obtaining Seller and all unpaid insurance proceeds (and all rights and claims relating thereto) with respect to the prior written consent damage or destruction (except for (a) Seller's allocable share of Buyerbusiness interruption or rental loss insurance proceeds, which consent may shall be granted treated as an Adjustment in accordance with Subsection 10.4 hereof, and (b) sums which have been paid by Seller to unaffiliated independent contractors for the repair or withheld in Buyer’s sole discretionrestoration of the Property occasioned by the damage or destruction; provided, however, Seller shall have no duty to undertake any such repairs or restorations) and all compensation and awards on account of such taking. For the purposes of this Subsection 11.2, a “material portion” of the Property shall mean three percent (3%) or more of the Property based upon value, any taking that will allow any Major Tenant to terminate its Tenant Lease, or any taking that renders the Property and the Improvements located thereon to be non-conforming (provided that any taking that renders the Property and the Improvements located thereon to be legal non-conforming shall not be deemed a “material portion”).

Casualty or Condemnation. If, prior In the event that any significant casualty or condemnation relating to the Closing, Property shall occur after the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction date on which Tenant exercises its Purchase Option but prior to the Closing Date in the case of a casualtyDate, then Buyer Tenant shall (without limiting any of its other rights or remedies by reason of the occurrence thereof) have the optionright to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, exercisable in which event this Lease shall continue in full force and effect (except to the extent that this Lease may be terminated by written notice given reason of such casualty or condemnation pursuant to Seller the other terms of this Lease). In the event that any casualty or condemnation with respect to the Property shall occur, but Tenant shall not elect (or shall not have the right to elect) to cancel and terminate the Purchase Option, then at or prior to the Closing, to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit Tenant shall be returned to Buyer, and this Agreement shall be void and without recourse to credited against the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or if such damage or destruction or taking has a replacement cost or is in an Purchase Price the amount of less than $100,000, Buyer shall proceed with the consummation of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Price, and in such case, unless the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller shall pay over or assign to Buyer all amounts received or due from, and all claims against, any insurance company or governmental entity condemnation proceeds received by Landlord or Landlord’s mortgagee (including any deductible), if any, as a result of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty damage, destruction, or condemnation, Seller agrees and not utilized by Landlord in the reconstruction or repair of the Property, or such proceeds shall be assigned to (a) provide Buyer with copies Tenant to the extent not collected. If Tenant exercises the Purchase Option at any time after a condemnation has occurred as to a portion of all written communications between Seller or the Partnership Premises, the parties agree that the Purchase Price shall be reduced by an amount equal to the condemnation proceeds actually received by Landlord and their insurance carriers or the applicable governmental authoritiesLandlord’s mortgagee, if any, as applicableof the Closing Date, to the subject matter extent that such proceeds are allocable to the value of which is the adjustment of insurance proceeds or condemnation awardsland and improvements so taken, and (b) allow Buyer Landlord and Landlord’s mortgagee shall assign to review and make comments to Tenant any proposed settlement arrangement proposed to be entered into by Seller or portion of such proceeds which are due but not yet paid as of the Partnership with any such third party; provided, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionClosing Date.