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, 1. In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to the Closing, and 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 repair and/or restore such damage or and/or destruction prior to the Closing Date in the case of a casualtyexceeds Fifty Million Dollars ($50,000,000), then Buyer ABAG 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 if such damage or destruction or taking by written notice to BAHA within five (5) business days after ABAG has a replacement cost or is in an amount received written notice from BAHA 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, casualty and all claims against, any insurance company or governmental entity as a result the cost of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellerrepair and/or restoration. In the event of any such termination, ABAG and BAHA shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement. 2. In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to the Closing where (i) the cost to repair and/or restore such damage and/or destruction does not exceed Fifty Million Dollars ($50,000,000), or condemnation(ii) the cost to repair and/or restore such damage and/or destruction exceeds Fifty Million Dollars ($50,000,000) but this Agreement is not terminated pursuant to Section 12.1 above as a result thereof, Seller agrees then the Closing shall occur as scheduled notwithstanding such damage; provided, however, that BAHA shall be obligated, at its cost, to restore or repair the Unit to its prior condition and shall retain its interest in all insurance proceeds payable in connection with such damage or destruction. BAHA's obligations pursuant to the immediately preceding sentence shall survive the Closing. 3. In the event a governmental entity commences eminent domain proceedings (aor threatens in writing to commence such proceedings) provide Buyer with copies to take any portion of all written communications between Seller the Unit, or the Partnership and their insurance carriers ABAG Unit, or any other portion of the building in which either is located which would impair ABAG's use of the Unit, or the applicable governmental authoritiesBAHA’s use of the ABAG Unit, as applicablerespectively, after the subject matter date hereof and prior to the Closing, then (1) with respect to the Unit, ABAG shall have the option to terminate this Agreement by written notice to BAHA within five (5) business days after ABAG has received written notice from BAHA of which is the adjustment occurrence of insurance proceeds such commencement or condemnation awardsthreatened commencement, and (b2) allow Buyer with respect to review and make comments the ABAG Unit, BAHA shall have the option to any proposed settlement arrangement proposed terminate this Agreement by written notice to be entered into by Seller ABAG within five (5) business days after BAHA has received written notice from ABAG of the occurrence of such commencement or threatened commencement. In the Partnership with event of any such third partytermination, ABAG and BAHA shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement. 4. In the event a governmental entity commences any such eminent domain proceedings after the date hereof and prior to the Closing and this Agreement is not terminated pursuant to Section 13.3 above as a result thereof, then the Closing shall occur as scheduled notwithstanding such proceeding; provided, however, that after (1) with respect to the Inspection PeriodUnit, BAHA's interest in all awards arising out of such proceedings which are attributable to the taking of any portion of the Unit shall be assigned to ABAG as of the Closing or credited to ABAG if Buyer has not terminated this Agreementpreviously received by BAHA and (2) with respect to the ABAG Unit, Seller ABAG's interest in all awards arising out of such proceedings which are attributable to the taking of any portion of the ABAG Unit shall not enter into any settlement arrangement concerning casualty be assigned to BAHA as of the Closing or condemnation in excess of $50,000 without obtaining credited to BAHA if previously received by ABAG. ABAG's and BAHA’s obligations pursuant to the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionimmediately preceding sentence shall survive the Closing.

Casualty or Condemnation. If, If prior to the Time of Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 750,000.00) are damaged or destroyed by fire or casualtycasualty and are not restored by the Transferor Company prior to the Time of Closing, or are taken by if any material part of the Property is subject to any eminent domain notice or proceeding by any governmental entityentity (which shall mean for purposes of this Section 7.02 a proceeding which affects any units, and Seller is unable to restore such damage parking spaces or destruction prior to the Closing Date in the case of a casualtymaterial amenities), then Buyer the BRI Partnership shall have the option, exercisable by written notice given to Seller the Transferor Members at or prior to the Time of Closing, either to (a) 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 (b) proceed with the consummation contribution and transfer of the Closing (to the extent then otherwise obligated to do so) without reduction or offset of the Purchase PriceTransferor Membership Interests, and in such case, unless the Seller Transferor Members shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller the Transferor Members shall pay over or assign to Buyer the BRI Partnership, on behalf of the Transferor Company, all amounts received or due (plus an amount equal to any deductible under any insurance policy covering the Property) from, and all claims against, any insurance company or governmental entity as a result of such destruction or takingtaking and there shall be no adjustment to the Consideration hereunder. If prior to the Time of Closing, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any such casualty damage or condemnationdestruction shall occur having a replacement cost of less than $750,000.00, Seller agrees or if any such damage or destruction shall occur and be restored by the Transferor Company prior to (a) provide Buyer with copies the Time of all written communications between Seller Closing, or if any eminent domain notice or proceeding is commenced which does not affect any material portion of the Partnership and their insurance carriers or the applicable governmental authorities, as applicableProperty, the subject matter BRI Partnership shall proceed to accept the contribution and transfer of which is the adjustment Transferor Membership Interests in accordance with the provisions of insurance proceeds or condemnation awards, and clause (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.above. SECTION 8 --------- VIOLATIONS OF LAW -----------------

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. 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, Seller agrees to give Buyer prompt notice of any fire or other casualty affecting any of the Property or any actual or threatened taking or condemnation of all or any portion of any of the Property. If prior to the Closing, the Improvements or there shall occur: (a) damage to any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed Property caused by fire or casualtyother casualty which is of any substantial nature; or (b) the taking or condemnation of all or any portion of any Property which would materially interfere with the intended use of the Property; then, or are taken by eminent domain by any governmental entityin such event, and Seller is unable Buyer as its sole remedy may elect to restore such damage or destruction prior to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable terminate this Contract by written notice given to Seller obtain a refund of the refundable portion of the Exxxxxx Money Deposit, notwithstanding that the Due Diligence Period may have expired. If before the Closing there occurs: (a) damage to any portion of the Property caused by fire or other casualty which is of an insubstantial nature; or (b) the taking or condemnation of all or any portion of any Property which would not materially interfere with the intended use of the Property; then the following will apply: (i) Seller shall not be required to restore the Property; (ii) Seller shall promptly notify Buyer after Seller becomes aware of the damage or taking; (iii) if the restoration would take more than 120 days to complete or if there are not assignable proceeds under an existing insurance policy that Seller can assign to Buyer at or prior Closing that would be sufficient to pay the Closingcost of restoration, Buyer may elect to terminate this Agreement, whereupon all obligations Agreement pursuant to the first paragraph of all parties hereto shall cease, this Article or Buyer may elect to proceed with the Deposit shall be returned to Buyer, Closing and this Agreement shall be void accept the Property AS IS and without recourse to restoration having been completed, in which case the parties hereto except for provisions which are expressly stated will close this transaction and Seller will assign to survive such terminationBuyer Seller’s interest in the casualty or condemnation proceeds. If On any fire or other casualty that is not substantial or with respect to which, if substantial, Buyer does not elect to terminate this Agreement as aforesaid or if such Contract, Seller will provide to Buyer a copy of the insurance policy covering the damage or destruction or taking has a replacement cost or is in an amount of less than $100,000other casualty. In any event, Buyer shall proceed the parties will reasonably co-operate with each other on the steps needed to settle the claim with the consummation insurer (but Seller will not be required to incur any out-of-pocket expenses in doing so after the Closing). If this Contract is not terminated in the event of a taking or casualty, the Purchase Price shall be reduced by the portion of the Closing (taking award or casualty insurance proceeds attributable to the portion of the Property taken or destroyed, as the case may be, except to the extent then otherwise that such sums have been previously expended by Seller to repair or restore the Property (but Seller will not be 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 takingwork, and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of is not hereby agreeing to do any such casualty repair 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 discretionrestoration).

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. (a) If, prior to the Time of Closing, any portion of the Property shall be condemned or become the subject of any pending or threatened condemnation action, Seller shall promptly notify Buyer thereof, and Buyer may either (i) terminate this Agreement by written notice thereof to Seller given within five (5) business days after Buyer shall have been notified of such condemnation (in which event the Deposit will be returned to Buyer), or (ii) consummate the Closing, in which event this Agreement shall remain in full force and effect, regardless of such condemnation or threatened or pending action, and if any condemnation award is received by Seller prior to the Time of Closing, the Improvements amount of such award shall be applied as a credit against the Purchase Price. Any condemnation awards received by Seller on or after the Time of Closing shall be promptly delivered by Seller to Buyer. Buyer’s failure to timely deliver such termination notice to Seller within such five (5) business day period shall constitute Buyer’s election to proceed to Closing. (b) In the event of any material portion damage to or destruction of the Property prior to the Time of Closing not caused by Buyer or by any of Buyer’s agents or invitees, Seller shall promptly notify Buyer thereof and the Closing shall nevertheless occur as otherwise provided for in this Agreement, except Seller shall assign to Buyer upon the Closing all insurance proceeds paid or payable to Seller in connection with such occurrences and shall provide Buyer with a credit against the Purchase Price in the amount of any deductible (having or, at Buyer’s election, Seller shall provide Buyer with a replacement cost reduction in the Purchase Price equal to or the cost of the repairs, as reasonably determined by Seller and as supported by a licensed contractor’s estimate in excess which case Seller and its insurance agent shall have a license to enter the Property after Closing to facilitate Seller’s receipt of $100,000 are damaged or destroyed by fire or casualtyinsurance proceeds). Notwithstanding the foregoing, or are taken by eminent domain by any governmental entity, and Seller is unable to restore if such damage or destruction prior to the Closing Date in the case of a casualtyProperty not caused by Buyer or by Buyer’s agents or invitees shall be reasonably estimated by Seller to cost more than $250,000 to repair or is not covered by insurance, then Seller shall promptly so notify Buyer shall have the optionand within five (5) business days after Buyer’s receipt of such notice, exercisable by Buyer may deliver written notice given to Seller at or prior and to the ClosingEscrow Agent, electing to terminate this Agreement, whereupon all obligations of all parties hereto this Agreement shall cease, terminate and the Deposit shall will 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 within such damage or destruction or taking has a replacement cost or is in an amount of less than $100,000five (5) business day period, Buyer then the parties shall proceed with the consummation of the this transaction and 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 accordance with this Agreement notwithstanding 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 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. If14.3.1 Sellers shall give Purchaser prompt notice of (i) any fire or other casualty materially affecting a material portion of the Assets (a “Casualty”) between the Effective Date and the Closing Date and (ii) any actual, prior pending or proposed condemnation of a material portion of the Assets, as to which Sellers have received written notice from the condemning authority (“Taking”). 14.3.2 In the event the Assets suffer a Casualty subsequent to the ClosingEffective Date, 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 but prior to the Closing Date Date, Purchaser’s obligation to close hereunder shall not be affected, and Sellers shall elect either (i) to repair or make adequate provision for the repair (with an appropriate reduction or reimbursement of the Purchase Price for any post-Closing interruption of the operation of the Assets resulting from the post-Closing portion of such repairs, if such repairs are not completed before Closing, provided that Purchaser does nothing to delay the expeditious completion of such repairs by the applicable party post-Closing) of such Assets prior to Closing, or (ii) to provide Purchaser with a credit against the Purchase Price in an amount agreed upon by Sellers and Purchaser to represent the reduction in the case value of a casualtythe Assets by reason of the Casualty, then Buyer shall have the option, exercisable taking into account any repairs actually made by written notice given Sellers to Seller at or such Assets prior to the ClosingClosing Date. 14.3.3 In the event of a Taking, Purchaser’s obligation to terminate this Agreementclose hereunder shall not be affected, whereupon but all obligations sums of all parties hereto shall cease, the Deposit money (or other consideration) awarded as damages or otherwise received on account of such Taking shall be returned applied as a credit to Buyer, and this Agreement shall be void and without recourse Purchaser 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 all claims for any such damage or destruction, Seller award shall pay over or assign be assigned 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 discretionPurchaser.

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. 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 defend and participate with Seller to negotiate, settle and/or compromise any such insurance claim or condemnation proceedings or negotiations, and, on the Closing Date, Seller shall assign to Purchaser all right and entitlement of Seller in and to all insurance proceeds or condemnation proceeds or awards payable with respect to such casualty or taking. (b) If an immaterial part of the Property and Improvements are damaged by written notice given to Seller at fire or other casualty, or are taken by power of condemnation or eminent domain, or process or purchase in lieu thereof, prior to the ClosingClosing Date, Seller shall deliver prompt notice thereof to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned to Buyer, Purchaser and this Agreement shall remain in full force and effect and Purchaser shall be void and obligated to close hereunder 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 any abatement 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 reduction of the Closing Purchase Price (except to the extent then otherwise obligated to do so) without reduction or offset of the Purchase Pricedeductible under Seller’s insurance coverage in the case of casualty), and in such caseprovided, unless that, on the Seller shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destructionClosing Date, 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 awardsproceeds payable with respect to such casualty or taking. (c) For the purposes of this Section, and (b) allow Buyer to review and make comments “material” means damage or destruction to any proposed settlement arrangement proposed one or more of the Properties (or any part thereof) which reasonably is estimated to cost more than ONE MILLION AND 00/100 DOLLARS ($1,000,000.00) in the to repair or take longer than one hundred eighty (180) days to repair, or, at the option of Purchaser, any taking which includes any portion of any Building, or denies reasonable access to or loss of parking on the Property, such that following such taking the number of parking spaces on the Property does not comply with applicable law, or results in the Property violating any laws or failing to comply with zoning or any covenants, conditions, or restrictions affecting the Property which affect the owner’s right to operate the Property and cannot be entered into by Seller cured, or entitles any (i) Major Tenants or (ii) tenants which in the Partnership with aggregate comprise five percent (5%) or more of the gross leaseable area of any such third party; providedbuilding, that after the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into under 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 discretionLeases to terminate their Lease.

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. (a) If after the date hereof and prior to Closing, the Real Property or any part thereof shall be (x) subject to a taking by any public or quasi-public authority through condemnation, eminent domain or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the 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 to repair the damage or destruction to be in excess of fifteen percent (15%) of the Purchase Price allocable to the Real Property (a “Major Event”), 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 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 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 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 (provided, however, Seller shall 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 the loss under all policies of insurance applicable to the Major Event, and Seller shall at Closing and thereafter execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. (b) If after the date hereof and prior to Closing, the Real Property or any part thereof shall be (x) subject to a Condemnation or (y) destroyed or damaged by fire or other casualty and, in either case, it is not a Major Event, then the transaction contemplated by this Agreement shall be consummated, without any reduction in, abatement of, or credit against the Purchase Price (except as expressly set forth in this Section 6.3(b)) and Seller shall, at its option, either (i) repair such damage prior to Closing and Seller shall keep any insurance or Condemnation proceeds, (ii) allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of repair and Seller shall keep any insurance or Condemnation proceeds, or (iii) assign to Purchaser (without recourse) the rights of Seller to the Net Proceeds, and, without duplication, give Purchaser a credit against the Purchase Price in the amount of the Net Proceeds already received by Seller prior to Closing (provided, however, Seller shall receive without duplication a credit against such Purchaser credit for any such costs and expenses not recovered prior to Closing) and the rights to settle any Condemnation proceeding or the loss under all policies of insurance applicable to the Condemnation, destruction or damage, and Seller shall at Closing and thereafter execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. (c) In the event that (i) a casualty occurs at the Real Property prior to the Closing, (ii) a deductible is payable in connection with obtaining insurance proceeds with respect to such casualty and (iii) Purchaser consummates 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, transaction notwithstanding such casualty 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 receives an amount of less than $100,000, Buyer shall proceed with the consummation assignment of the Closing (Net Proceeds pursuant to the extent then otherwise obligated to do soSection 6.3(a) 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 destructionSection 6.3(b), Seller shall pay over such deductible or assign to Buyer all amounts received or due from, shall give Purchaser a credit against the Purchase Price at Closing for such deductible 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 be considered in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretiondetermining Net Proceeds.

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. (a) If, prior to the ClosingClosing Date, the Improvements there shall be any damage or destruction to all or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed the Shopping Center by fire or other casualty, or are taken by eminent domain by any governmental entity, and Seller is unable the Contributors shall give notice thereof to restore PREIT promptly after the Contributors become aware of it. Unless such damage or destruction is reasonably likely to result in a material adverse effect on the operations or profitability of the Shopping Center, such damage or destruction shall not entitle PREIT or the Partnership to terminate this Agreement; provided, however, that the number of Class A Units deliverable pursuant to Section 3 and Schedule A shall be reduced by 50% of the value of all material damage or destruction to the extent that such damage or destruction is not fully insured by insurance carried by the Project Partnership or reimbursed by tenants. (b) If prior to the Closing Date Date, condemnation or eminent domain proceedings are commenced against the Shopping Center, the Contributors shall give notice thereof to PREIT promptly after the Contributors become aware of the same. Unless the taking contemplated by such condemnation or eminent domain proceeding is reasonably likely to result in a material adverse effect on the case operations or profitability of the Shopping Center as a casualtywhole, then Buyer such condemnation or eminent domain proceeding shall have not entitle PREIT or the option, exercisable by written notice given to Seller at or prior to the Closing, Partnership to terminate this Agreement; provided, whereupon all obligations however, that the number of all parties Class A Units deliverable pursuant to Section 3 and Schedule A hereto shall ceasebe reduced by the excess, the Deposit shall be returned to Buyerif any, 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 Deemed Value (as defined in Schedule A hereto) over 50% of the aggregate condemnation proceeds received or to be received by the Project Partnership in respect of such condemnation. PREIT shall have the right to participate in the negotiation of the award to be made for such taking (to the extent then otherwise obligated to do so) without reduction or offset of that the Purchase PriceContributors have such right), and in such case, unless the Seller Contributors 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 not agree to any proposed settlement arrangement proposed to be entered into by Seller award 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 execute a deed in lieu of condemnation in excess of $50,000 without obtaining the PREIT's prior written consent consent. The applicable percentage of Buyer, which consent may any condemnation award payable with respect to the taking of all or any portion the Shopping Center shall be granted or withheld in Buyer’s sole discretionassigned to the Partnership.

Casualty or Condemnation. (a) If, prior to the ClosingClosing Date, the Improvements there shall be any damage or destruction to all or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed the Shopping Center by fire or other casualty, or are taken by eminent domain by any governmental entity, and Seller is unable the Contributors shall give prompt notice thereof to restore PREIT. Unless such damage or destruction is reasonably likely to result in a material adverse effect on the operations or profitability of the Shopping Center, such damage or destruction shall not entitle PREIT or the Partnership to terminate this Agreement; provided, however, that the number of Class A Units deliverable pursuant to Section 3 and Schedule A shall be reduced by the value of all material damage or destruction to the extent that such damage or destruction is not fully insured by insurance carried by either of the Project Partnerships or reimbursed by tenants. (b) If prior to the Closing Date Date, condemnation or eminent domain proceedings are commenced against the Shopping Center, the Contributors shall give prompt notice thereof to PREIT. Unless the taking contemplated by such condemnation or eminent domain proceeding is reasonably likely to result in a material adverse effect on the case operations or profitability of the Shopping Center as a casualtywhole, then Buyer such condemnation or eminent domain proceeding shall have not entitle PREIT or the option, exercisable by written notice given to Seller at or prior to the Closing, Partnership to terminate this Agreement; provided, whereupon all obligations however, that the number of all parties Class A Units deliverable pursuant to Section 3 and Schedule A hereto shall ceasebe reduced by the excess, the Deposit shall be returned to Buyerif any, 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 sum of the Purchase PriceDeemed Closing Value, Non-Credit Tenant Value and Post-Adjustment Value (each as defined in Schedule A hereto) over the aggregate condemnation proceeds received or to be received by either of the Project Partnerships in respect of such case, unless the Seller condemnation. PREIT shall have previously restored the Real Property right to its condition prior participate in the negotiation of the award to the occurrence of any be made for 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 neither the Contributors nor either of the Project Partnerships 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 agree to any proposed settlement arrangement proposed to be entered into by Seller award 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 execute a deed in lieu of condemnation in excess of $50,000 without obtaining the PREIT's prior written consent consent. The applicable percentage of Buyer, which consent may any condemnation award payable with respect to the taking of all or any portion the Shopping Center shall be granted or withheld in Buyer’s sole discretionassigned to the Partnership.

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 within ten (10) days after Cxxxxxxx notifies Purchasers of such Condemnation to Seller 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, at or prior to the Closing, Purchasers, shall succeed to (x) the rights of the applicable Seller to the Condemnation proceeds with respect to a Condemnation (“Condemnation Proceeds”), and (y) the rights to settle any such Condemnation proceeding, and Purchasers shall, at Closing succeed to the rights of the applicable Seller to all required proofs of loss, assignments of claims and similar items. Sellers shall not settle any such proceedings without the consent of Purchasers. Sellers’ compliance with this Section 11.2(a) shall cure any breach of covenant or inaccuracy of any representation and warranty arising as a result of a Major Condemnation Event. (b) Prior to Closing, Sellers shall bear the risk of loss with respect to the Purchased Assets. If, prior to Closing, any Owned Property and the associated Improvements or any part thereof shall be destroyed or damaged by fire or other casualty (collectively, “Casualty”), and Cxxxxxxx reasonably estimates the costs to repair to damage from such Casualty to be in excess of two hundred fifty thousand dollars ($250,000) (a “Major Casualty Event”), Cxxxxxxx shall promptly provide Purchasers with notice thereof and Purchasers shall have the option, exercisable within ten (10) days after Cxxxxxxx notifies Purchasers of such Casualty either (i) to terminate this Agreement, whereupon all obligations of all parties hereto shall ceaseor (ii) to elect to take title to the Purchased Assets relating to such affected Owned Property and Improvements without any reduction in, abatement of, or credit against the Deposit Purchase Price, notwithstanding such Casualty; if Purchasers fail to make either election, Purchasers shall be returned deemed 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 terminationhave elected option (ii). If Buyer does Purchasers elect to consummate the Transactions or in the event Purchaser do not elect have the right to terminate this Agreement as aforesaid or if because such damage or destruction or taking has Casualty is not a replacement cost or is Major Casualty Event, at the Closing, Purchasers, shall succeed to (x) the rights of the applicable Seller to the Casualty proceeds with respect to such Major Casualty Event (“Casualty Proceeds”), including without duplication, giving Purchasers a credit against the Purchase Price in an the amount of less than $100,000, Buyer shall proceed with the consummation of Casualty Proceeds actually received by the applicable Seller and not applied by the applicable Seller to repair prior to Closing (and giving Purchasers a credit against the Purchase Price for all deductibles payable under the applicable insurance policy(ies) relating to such event to the extent then otherwise obligated not previously paid by Sellers (it being agreed that Sellers shall be responsible for the payment in full of all applicable deductibles or Purchasers shall receive a credit to do so) without reduction or offset of the Purchase PricePrice at Closing for the amount of all such deductibles), and in such case, unless (y) the Seller shall have previously restored the Real Property rights to its condition prior settle any loss under all policies of insurance applicable to the occurrence Casualty, and Purchasers shall, at Closing and thereafter, succeed to the rights of Sellers to all required proofs of loss, assignments of claims and other similar items. Sellers shall not settle any such claims without the consent of Purchasers. Sellers’ compliance with this Section 11.2(b) shall cure any breach of covenant or 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 Casualty Event.

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. (a) If, prior to the ClosingClosing Date, the Improvements there shall be any damage or destruction to all or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed the Shopping Center by fire or other casualty, or are taken by eminent domain by any governmental entity, and Seller is unable the Contributors shall give prompt notice thereof to restore PREIT. Unless such damage or destruction is reasonably likely to result in a material adverse effect on the operations or profitability of the Shopping Center, such damage or destruction shall not entitle PREIT or the Partnership to terminate this Agreement; provided, however, that the number of Class A Units deliverable pursuant to Section 3 and Schedule A shall be reduced by 50% of the value of all material damage or destruction to the extent that such damage or destruction is not fully insured by insurance carried by the Project Partnership or reimbursed by tenants. (b) If prior to the Closing Date Date, condemnation or eminent domain proceedings are commenced against the Shopping Center, the Contributors shall give prompt notice thereof to PREIT. Unless the taking contemplated by such condemnation or eminent domain proceeding is reasonably likely to result in a material adverse effect on the case operations or profitability of the Shopping Center as a casualtywhole, then Buyer such condemnation or eminent domain proceeding shall have not entitle PREIT or the option, exercisable by written notice given to Seller at or prior to the Closing, Partnership to terminate this Agreement; provided, whereupon all obligations however, that the number of all parties Class A Units deliverable pursuant to Section 3 and Schedule A hereto shall ceasebe reduced by the excess, the Deposit shall be returned to Buyerif any, 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 sum of Deemed Closing Value, Non-Credit Tenant Value and the Post-Adjustment Value (to the extent then otherwise obligated to do soeach as defined in Schedule A hereto) without reduction or offset over 50% of the Purchase Price, and aggregate condemnation proceeds received or to be received by the Project Partnership in respect of such case, unless the Seller condemnation. PREIT shall have previously restored the Real Property right to its condition prior participate in the negotiation of the award to the occurrence of any be made for 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 neither the Contributors nor the Project Partnership 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 agree to any proposed settlement arrangement proposed to be entered into by Seller award 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 execute a deed in lieu of condemnation in excess of $50,000 without obtaining the PREIT's prior written consent consent. The applicable percentage of Buyer, which consent may any condemnation award payable with respect to the taking of all or any portion the Shopping Center shall be granted or withheld in Buyer’s sole discretionassigned to the Partnership.

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 other similar items. (b) If prior to Closing the Real Property or any part thereof shall be (x) subject to a Condemnation or (y) destroyed or damaged by Casualty, and, in either case, it is not a Major Event, then the transaction contemplated by this Agreement shall be consummated, without any reduction in, abatement of, or credit against the Purchase Price and Seller shall, at its option, either (i) repair such damage prior to Closing to the extent required under any Lease and Seller shall keep any insurance or Condemnation Proceeds, (ii) allow Buyer Purchaser a credit against the Purchase Price in an amount equal to review the reasonably estimated cost of repair and make comments Seller shall keep any insurance or Condemnation Proceeds, or (iii) assign to Purchaser (without recourse) the rights of Seller to the Net Proceeds, and, without duplication, give Purchaser 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 proposed settlement arrangement proposed to be entered into by indebtedness of Seller or the Partnership with under any such third party; Seller Mortgage (provided, that after the Inspection Period, if Buyer has not terminated this Agreementhowever, Seller shall receive, without duplication, a credit against such Purchaser credit for any such costs and expenses described in clause (x) of the fourth sentence of Section 6.3(a) not enter into recovered prior to Closing) and the rights to settle any settlement arrangement concerning casualty Condemnation proceeding or condemnation in excess the loss under all policies of $50,000 without obtaining insurance applicable to the prior written consent Condemnation or Casualty, and Seller shall at Closing and thereafter execute and deliver to Purchaser all required proofs of Buyerloss, assignments of claims and other similar items. (c) In order to permit Purchaser to fully recover all Net Proceeds to which consent it may be granted entitled under the terms of this Agreement in the event this Agreement is not terminated as a result of a Condemnation or withheld in Buyer’s sole discretionCasualty, Seller shall include Purchaser as a loss payee under its business interruption / rental loss insurance policy from the Effective Date through the Closing Date or earlier termination of this Agreement. (d) The provisions of this Section 6.3 shall survive Closing.

Casualty or Condemnation. If, prior to (a) In the Closing, event any of the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are Property is damaged or and/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 other casualty prior to the Closing Date in Date, and the case cost to repair and/or restore such damage and/or destruction (which cost, for purposes of a casualtythis paragraph, shall be deemed to include reasonably anticipated post-Closing rental loss through to completion of such repair and/or restoration) exceeds One Hundred Thousand Dollars ($100,000), then Buyer shall have the option, exercisable right to terminate this Agreement by written notice given to Seller at or prior to within ten (10) business days after Buyer's first learning of the Closing, to terminate this Agreement, whereupon all obligations occurrence of all parties hereto shall ceasesuch casualty and the cost of such repair and/or restoration. In the event of any such termination, the Deposit shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement. (b) In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to the Closing Date where (i) the cost to repair and/or restore such damage and/or destruction does not exceed one Hundred Thousand Dollars ($100,000.00), or (ii) the cost to repair and/or restore such damage and/or destruction exceeds One Hundred Thousand Dollars ($100,000.00) but this Agreement is not terminated pursuant to (a) above as a result thereof, then the Closing Date shall occur as scheduled notwithstanding such damage; provided, however, that Seller's interest in all proceeds of insurance payable by reason of such casualty shall be void assigned to Buyer as of the Closing Date or credited to Buyer if previously received by Seller, and without recourse Buyer shall receive a credit toward the Purchase Price for any insurance deductible or co-insurance payment. (c) In the event a governmental entity commences eminent domain proceedings to take any material (in Buyer's reasonable discretion) portion of the Property after the date hereof and prior to the parties hereto except for provisions which are expressly stated to survive such termination. If Closing Date, then Buyer does not elect shall have the option 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, by written notice to Seller within ten (10) business days after 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 first learns of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellercommencement. In the event of any such casualty termination, the Deposit shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any escrow fees or condemnationcharges, Seller agrees and neither party shall have any further liability or obligation under this Agreement. (d) In the event a governmental entity commences eminent domain proceedings to take any part of the Property after the date hereof and prior to the Closing Date and this Agreement is not terminated pursuant to (ac) provide Buyer with copies of all written communications between Seller or above as a result thereof, then the Partnership and their insurance carriers or the applicable governmental authorities, Closing Date shall occur 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 scheduled notwithstanding such third partyproceeding; provided, however, that after Seller's interest in all awards arising out of such proceedings shall be assigned to Buyer as of the Inspection Period, Closing Date or credited to Buyer 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 discretionpreviously received by Seller.

Casualty or Condemnation. If, prior (a) Subject to the Closingprovisions of this Article XIV, if all or a portion of the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are Property is damaged or destroyed in whole or in part by fire a Casualty during the Lease Term or casualtyif the use, access, occupancy, easement rights or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction prior title to the Closing Date Property or any part thereof, is the subject of a Condemnation during the Lease Term, then (i) in the case of a casualtyCasualty affecting the Property that is not an Event of Loss, then Buyer any insurance proceeds payable with respect to such Casualty shall have be paid directly to the optionLessee (or if received by the Lessor, exercisable by written notice given shall be paid over to Seller at the Lessee) for the sole purpose of reconstruction, refurbishment and repair of the Property; provided, however, that in the event that either (A) such reconstruction, refurbishment or repair cannot be completed prior to the Closingend of the Lease Term or (B) the Lessee shall elect not to use such proceeds for the reconstruction, refurbishment or repair of the Property, then all such insurance proceeds payable with respect to terminate this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit such Casualty shall be returned paid to Buyerthe Lessor to be applied towards the payment of the Property Cost in accordance with Section 7.2 of the Participation Agreement, (ii) in the case of a Condemnation of any part of the Property that is not an Event of Loss, and this Agreement any award or compensation relating thereto shall be void and without recourse paid to the parties hereto except Lessee for provisions which are expressly stated to survive such termination. If Buyer does not elect to terminate this Agreement as aforesaid or the sole purpose of restoration of the Property; provided, however, that 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 restoration cannot be completed prior to the occurrence end of the Lease Term, then such award or compensation shall be paid to the Lessor to be applied towards the payment of the Property Cost in accordance with Section 7.2 of the Participation Agreement, and (iii) in the case of any Casualty or Condemnation that is an Event of Loss, such award or compensation shall be paid to the Lessor to be applied toward the payment of the Property Cost on the Termination Date in accordance with Article XV; provided, however, that, in each case, if a Lease Event of Default shall have occurred and be continuing, such award, compensation or insurance proceeds shall be paid directly to the Lessor or, if received by the Lessee, shall be held in trust for the Lessor and the other Participants, and shall be paid by the Lessee to the Account to be distributed in accordance with Article VII of the Participation Agreement. At any time that a Lease Event of Default shall have occurred and be continuing, all amounts held by the Lessor, the Administrative Agent, or any other Participants on account of any award, compensation or insurance proceeds either paid directly to the Lessor, any other Participant or the Administrative Agent or turned over to the Lessor, any other Participant or the Administrative Agent shall at the option of the Lessor either be (i) paid to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with clause (d) of this Section 14.3, or (ii) applied to the repayment of the Property Cost on the Termination Date in accordance with Article XV. (b) The Lessee may appear in any proceeding or action to negotiate, prosecute, adjust or appeal any claim for any award, compensation or insurance payment on account of any such damage Casualty or destruction, Seller Condemnation and shall pay over or assign to Buyer all amounts received or due fromexpenses thereof. At the Lessee’s reasonable request, and all claims againstat the Lessee’s sole cost and expense, the Lessor and the Administrative Agent shall participate in any such proceeding, action, negotiation, prosecution or adjustment. The Lessor and the Lessee agree that this Lease shall control the rights of the Lessor and the Lessee in and to any such award, compensation or insurance company payment. (c) If the Lessor or governmental entity the Lessee shall receive notice of a Casualty or of an actual, pending or threatened Condemnation of the Property or any interest therein, the Lessor or the Lessee, as a result the case may be, shall give notice thereof to the other and to the Administrative Agent promptly after the receipt of such destruction notice. (d) If pursuant to this Section 14.3 and Section 15.1, this Lease shall continue in full force and effect following a Casualty or takingCondemnation with respect to the Property, the Lessee shall, at its sole cost and Seller expense (and, without limitation, if any award, compensation or insurance payment is not sufficient to restore the Property in accordance with this clause (d), the Lessee shall pay the applicable deductible amount under shortfall), promptly and diligently repair any damage to the insurance maintained Property caused by Sellersuch Casualty or Condemnation in conformity with the requirements of Sections 8.3 and 9.1, to restore the Property to substantially the same condition, operative value and useful life as existed immediately prior to such Casualty or Condemnation. In the event Upon completion 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 applicablerestoration, the subject matter Lessee shall furnish to the Lessor (which, in turn, shall furnish to the Administrative Agent) an architect’s certificate of which is substantial completion and an Authorized Officer’s Certificate confirming that such restoration has been completed pursuant to this Lease. (e) In no event shall a Casualty or Condemnation affect the adjustment Lessee’s obligations to pay Rent pursuant to Section 3.1 or to perform its obligations and pay any amounts due on the Expiration Date or pursuant to Articles XVIII and XIX. (f) Any Excess Casualty/Condemnation Proceeds received by the Administrative Agent or any Participant in respect of insurance proceeds a Casualty or condemnation awardsCondemnation shall be turned over to the Lessee. (g) THE LESSEE HEREBY AGREES THAT ITS RIGHTS TO TERMINATE THIS LEASE BY REASON OF ANY CONDEMNATION AFFECTING ALL OR ANY PART OF THE PROPERTY ARE SOLELY AS SET FORTH HEREIN AND IN THE OTHER OPERATIVE DOCUMENTS, 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; providedAND THE LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE UNDER SECTION 1265.130 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, 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 discretionAS IN EFFECT FROM TIME TO TIME.

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, If prior to the Closing, the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 twenty percent (20%) of the Purchase Price) are damaged or destroyed by fire or casualty, or are taken by eminent domain by any governmental entity, and Seller is the Selling Entities are 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 $100,000twenty percent (20%) of the Purchase Price, 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 Selling Entities shall have previously restored the Real Property to its condition prior to the occurrence of any such damage or destruction, Seller the Selling Entities 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, taking and Seller Buyer shall pay be entitled to a credit against the applicable Purchase Price equal to the 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 discretionSelling Entities.

Casualty or Condemnation. IfThe Buyer shall be bound to purchase the Property for the full purchase price as required by the terms hereof, without regard to the occurrence or effect of any damage to or destruction of the Property or partial condemnation of the Property occurring after the date hereof and prior to the Closing Date, provided: (a) The cost to repair any such damage or destruction does not exceed $50,000.00 and is fully covered by insurance; and (b) any partial condemnation does not result in the taking of more than five percent (5%) of the total area of the Property; and (c) at the Closing, the Improvements Buyer shall have credited against the purchase price due hereunder the amount of any insurance or condemnation proceeds collected by the Sellers and prior to Closing as a result of any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire or casualtysuch damage, destruction, or are taken by eminent domain by any governmental entitycondemnation, and Seller is unable or such proceeds shall be assigned to restore the Buyer if not then collected but shall not be deducted from the purchase price. If such damage or destruction prior to the Closing Date exceeds $50,000.00, or if any condemnation results in the case taking of a casualtymore than 5% of the total area of the Property, then the Buyer shall have the may, at its 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 either terminate this Agreement as aforesaid or if consummate the purchase at the purchase price specified in Section 1.2 hereof. The Buyer's option must be exercised within fifteen (15) days from the date on which the Buyer receives notice of such damage or destruction or taking has a replacement cost condemnation. If the Buyer proceeds with the purchase, then all insurance or is in an amount of condemnation proceeds shall be paid over to the Buyer (or assigned if not yet collected) less than $100,000only such monies actually expanded by the Sellers to repair the damage. Except as provided above, the Buyer shall proceed with be bound to purchase the consummation Property for the full purchase price as required by the terms hereof, without regard to the occurrence or effect of any damage to or destruction of the Closing (to the extent then otherwise obligated to do so) without reduction Property or offset partial condemnation of the Purchase Price, Property occurring after the date hereof 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 discretionClosing Date.

Casualty or Condemnation. If, prior to If (i) the Closing, the Improvements Project 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 casualtyother casualty or (ii) title to or temporary use of all or any portion of the Project or the interest therein of the Lessor, the Lessee or the Trustee is threatened or taken pursuant to the exercise of the power of eminent domain (whether by governmental body or by any company authorized by law to exercise powers of eminent domain): (a) the Lessee shall give the Lessor and the Trustee prompt written notice of any notices received by the Lessee relating to the condemnation or casualty of which it has notice, and the Lessor shall give the Lessee and the Trustee prompt written notice of any notices received by the Lessor relating to the condemnation or casualty of which it has notice; (b) the Lessor shall reasonably cooperate with the Lessee in filing any proof of loss on any insurance policy required hereunder and in any condemnation or negotiation for a conveyance in lieu thereof and, subject to the provisions below, the Lessor shall permit the Lessee to prosecute any administrative proceeding or litigation in connection with the Lessee’s interest in the Project; (c) all Net Proceeds shall be paid to and deposited by the Trustee into the Project Account of the Project Fund, and used as provided herein; (d) all Net Proceeds shall be used in the repair, restoration, rebuilding, modification, replacement, substitution, or are taken improvement of the Project by eminent domain the Lessee in accordance with Article IX hereof and shall be drawn by any governmental entity, and Seller is unable to restore such damage or destruction prior the Lessee by means of a requisition in the form set out in Exhibit B to the Closing Date Indenture which is hereby incorporated and made a part hereof; (e) the Lessee shall be obligated to meet the requirements set out in Article VII above with respect to alterations and improvements; (f) the case of a casualty, then Buyer Trustee shall have the optionright, exercisable by written notice given to Seller at or prior to but not the Closingobligation, to terminate this Agreementparticipate in: (i) any condemnation or negotiations for any sale, whereupon all obligations conveyance or lease in lieu of all parties hereto shall cease, the Deposit shall be returned to Buyer, condemnation 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 soii) 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 any casualty loss; and‌ (bg) 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 Lessee shall not enter into have the right to compromise, settle, adjust or consent to the settlement of any settlement arrangement concerning casualty private adjustment or administrative or legal proceeding related to the adjustment of an insurance claim or possible 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 discretionthe Lessor and the Trustee.

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 Seller. In the event of any does not irrevocably waive such casualty or condemnation, Seller agrees right prior 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 Closing in a form reasonably acceptable 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 discretionPurchaser.

Casualty or Condemnation. IfSection 11.01. Tenant shall give prompt written notice to Landlord in the event of any damage, prior destruction to or condemnation of the ClosingDemised Premises. Section 11.02. Tenant hereby irrevocably assigns to Landlord any award, compensation or insurance payment to which Tenant may become entitled by reason of Tenant's interest in the Improvements Demised Premises (i) if the use, occupancy or title of the Demised Premises or any material portion part thereof, is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain ("Condemnation") or (ii) if the Demised Premises or any part thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed by fire fire, flood or casualtyother casualty ("Casualty"). All awards, compensations and insurance payments on account of any Condemnation or Casualty are taken by eminent domain by herein collectively called "Compensation." Landlord may appear in any governmental entitysuch proceeding or action to negotiate, prosecute and adjust any claim for any Compensation, and Seller is unable Landlord shall collect any such Compensation. Tenant shall pay all of Landlord's costs and expenses in connection with each such proceeding, action, negotiation, prosecution and adjustment. Tenant shall be entitled to restore participate in any such damage proceeding, action, negotiation, prosecution or destruction prior adjustment. Notwithstanding anything to the Closing Date contrary contained in this Article XI, if permissible under applicable law, any separate Compensation made to Tenant for its moving and relocation expenses, anticipated loss of business profits, loss of goodwill or fixtures and equipment paid for by Tenant and which are not part of the case of a casualtyDemised Premises, 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 paid directly to Buyer, and this Agreement shall be void and without recourse retained by Tenant (unless such Compensation reduces amounts otherwise due to the parties hereto except for provisions which are expressly stated Landlord). All Compensation shall be applied pursuant 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 fromSection 11.02, and all claims against, any insurance company or governmental entity as a result such Compensation (less the expense of collecting such destruction or taking, and Seller shall pay Compensation) is herein called 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"Net Proceeds".

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, 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 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 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 agreed upon by Buyer and Seller, 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 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 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 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 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) In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to the Closing, and 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 repair and/or restore such damage or and/or destruction prior to the Closing Date in the case of a casualtyexceeds Fifty Million Dollars ($50,000,000), 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 right to terminate this Agreement as aforesaid or if such damage or destruction or taking by written notice to Seller within five (5) business days after Buyer has a replacement cost or is in an amount received written notice from Seller 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, casualty and all claims against, any insurance company or governmental entity as a result the cost of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellerrepair and/or restoration. In the event of any such casualty termination, Buyer and Seller shall each be liable for one-half of any escrow fees 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 awardscharges, and neither party shall have any further liability or obligation under this Agreement. (b) allow Buyer In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to review and make comments the Closing where (i) the cost to any proposed settlement arrangement proposed repair and/or restore such damage and/or destruction does not exceed Fifty Million Dollars ($50,000,000), or (ii) the cost to be entered into by Seller or repair and/or restore such damage and/or destruction exceeds Fifty Million Dollars ($50,000,000) but this Agreement is not terminated pursuant to Section 12(a) above as a result thereof, then the Partnership with any Closing shall occur as scheduled notwithstanding such third partydamage; provided, however, that Seller shall be obligated, at its cost, to restore or repair the Unit to its prior condition and shall retain its interest in all insurance proceeds payable in connection with such damage or destruction. Seller's obligations pursuant to the immediately preceding sentence shall survive the Closing. (c) In the event a governmental entity commences eminent domain proceedings (or threatens in writing to commence such proceedings) to take any portion of the Unit or any other portion of the building in which it is located which would impair Buyer's use of the Unit after the Inspection Perioddate hereof and prior to the Closing, if then Buyer shall have the option to terminate this Agreement by written notice to Seller within five (5) business days after Buyer has received written notice from Seller of the occurrence of such commencement or threatened commencement. In the event of any such termination, Buyer and Seller shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement. (d) In the event a governmental entity commences any such eminent domain proceedings after the date hereof and prior to the Closing and this Agreement is not terminated this Agreementpursuant to Section 13(c) above as a result thereof, Seller then the Closing shall not enter into occur as scheduled notwithstanding such proceeding; provided, however, that Seller's interest in all awards arising out of such proceedings which are attributable to the taking of any settlement arrangement concerning casualty portion of the Unit shall be assigned to Buyer as of the Closing or condemnation in excess of $50,000 without obtaining credited to Xxxxx if previously received by Xxxxxx. Seller's obligations pursuant to the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionimmediately preceding sentence shall survive the Closing.

Casualty or Condemnation. If, prior to (a) In the Closing, event any of the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are Property is damaged or and/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 other casualty prior to the Closing Date in Date, and the case cost to repair and/or restore such damage and/or destruction (which cost, for purposes of a casualtythis paragraph, shall be deemed to include reasonably anticipated post-Closing rental loss through to completion of such repair and/or restoration) exceeds One Hundred Thousand Dollars ($100,000), then Buyer shall have the option, exercisable right to terminate this Agreement by written notice given to Seller at or prior to within ten (10) business days after Buyer's first learning of the Closing, to terminate this Agreement, whereupon all obligations occurrence of all parties hereto shall ceasesuch casualty and the cost of such repair and/or restoration. In the event of any such termination, the Deposit shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any escrow fees or charges, and neither party shall have any further liability or obligation under this Agreement. (b) In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to the Closing Date where (i) the cost to repair and/or restore such damage and/or destruction does not exceed One Hundred Thousand Dollars ($100,000.00) , or (ii) the cost to repair and/or restore such damage and/or destruction exceeds One Hundred Thousand Dollars ($100,000.00) but this Agreement is not terminated pursuant to (a) above as a result thereof, then the Closing Date shall occur as scheduled notwithstanding such damage; provided, however, that Seller's interest in all proceeds of insurance payable by reason of such casualty shall be void assigned to Buyer as of the Closing Date or credited to Buyer if previously received by Seller, and without recourse Buyer shall receive a credit toward the Purchase Price for any cost of repair not covered by such insurance (whether by reason of insurance deductible, co-insurance, uninsured casualty or otherwise). (c) In the event a governmental entity commences eminent domain proceedings to take any material (in Buyer's reasonable discretion) portion of the Property after the date hereof and prior to the parties hereto except for provisions which are expressly stated to survive such termination. If Closing Date, then Buyer does not elect shall have the option 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, by written notice to Seller within ten (10) business days after 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 first learns of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellercommencement. In the event of any such casualty termination, the Deposit shall be returned to Buyer, Buyer and Seller shall each be liable for one-half of any escrow fees or condemnationcharges, Seller agrees and neither party shall have any further liability or obligation under this Agreement. (d) In the event a governmental entity commences eminent domain proceedings to take any part of the Property after the date hereof and prior to the Closing Date and this Agreement is not terminated pursuant to (ac) provide Buyer with copies of all written communications between Seller or above as a result thereof, then the Partnership and their insurance carriers or the applicable governmental authorities, Closing Date shall occur 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 scheduled notwithstanding such third partyproceeding; provided, however, that after Seller's interest in all awards arising out of such proceedings shall be assigned to Buyer as of the Inspection Period, Closing Date or credited to Buyer 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 discretionpreviously received by Seller.

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 twenty percent (20%) of the Purchase Price) 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, 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 $100,000twenty percent (20%) of the Purchase Price, 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 taking, taking and Seller Buyer shall pay be entitled to a credit against the applicable Purchase Price equal to the 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's insurance.

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. If9.1.1 In the event that, prior to the ClosingClosing Date, the Improvements all or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are any Site is damaged or destroyed by fire or casualtyother casualty (a “Casualty”) or taken by condemnation or eminent domain or by agreement in lieu thereof with any person or entity authorized to exercise such rights (a “Taking”), Sellers shall promptly notify Purchaser thereof. 9.1.2 If, in the good faith estimation of Purchaser, a Casualty will cost more than ONE HUNDRED THOUSAND DOLLARS ($100,000) to repair, or are taken cannot be repaired within thirty days following the occurrence of the damage Purchaser may, at its option, (a) if Purchaser reasonably believes that reconstruction and/or repair will require 12 or more months to complete, elect to delete the Site subject to such casualty from the Assets, or (b) elect to proceed with the Closing and have all insurance proceeds payable by eminent domain by any governmental entity, and Seller is unable to restore reason of such damage or destruction prior assigned to the Closing Date in the case of a casualty, then Buyer shall have the option, exercisable by written notice given and paid to Seller at Purchaser 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 (c) 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 Closing and deduct Purchaser’s reasonable estimate of the Closing (cost to repair or the extent then otherwise obligated to do so) without reduction or offset of in market value from the Purchase PricePrice and, and in such case, unless the Seller shall Purchaser will have previously restored the Real Property no right 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 Sellerproceeds. In the event of any such casualty damage or condemnationdestruction costing less than $100,000 to repair, Seller agrees Sellers shall either effect the full repair of the same prior to (a) provide Buyer with copies of all written communications between Seller the Closing or the Partnership Purchase Price applicable to the Site in question shall be reduced by the full amount necessary to effect such repair. If the parties cannot agree on the amount necessary to effect the repair and their insurance carriers or deduct from the applicable governmental authoritiesPurchase Price, as applicable, the subject matter of which is the adjustment of insurance proceeds or condemnation awardsthey shall retain a mutually agreed third party to establish such repair amount, and (b) allow Buyer to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or shall share equally the Partnership with any expense of such third party; provided. The parties agree that the determination by such third party of the amount necessary to effect the repair and the deduction from the Purchase Price shall be deemed final by the parties hereto, however, if the parties are not able to mutually agree upon such third party, such amount and deduction shall be determined by means of the arbitration provisions of Article 27. Furthermore, if the repair amount is not agreed or established by two (2) days prior to Closing, the sum of One Hundred Thousand Dollars ($100,000) shall be deducted from the Purchase Price and when such repair amount is determined, either by agreement or by use of a third party, Purchaser shall immediately pay to Sellers the difference, if any, between the repair amount and $100,000. In the event that after Closing, the Inspection Period, if Buyer has not terminated this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation repair amount is determined to be in excess of $50,000 without obtaining 100,000, Sellers shall immediately pay to Purchaser the prior written consent amount over $100,000. 9.1.3 In the event a Taking is commenced or threatened against all of Buyera Site, which consent may such Site shall be granted deleted from the Assets. In the event a Taking relates to only a portion of a Site, it shall not be excluded from the Assets, but Purchaser may, at its option (a) deduct from the Purchase Price Purchaser’s good faith estimate of the loss in value to such Site resulting from such partial Taking, or withheld in Buyer’s sole discretion(b) have all condemnation proceeds payable by reason of such Taking assigned to and paid to Purchaser. 9.1.4 If a Site, or Sites, is/are deleted from the Assets pursuant to the provisions of this Section 9.1, Exhibit A shall be appropriately amended, all real and personal property, including all Improvements, Appurtenances, Intangible Property, Books and Records and Inventory, associated with such Site(s) shall be Excluded Property of the type described in

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 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. 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, 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 before the ClosingClosing Date, the Improvements all or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are the Oxbow Mine is damaged or destroyed (the “Damaged Portion”) (whether by fire fire, theft, vandalism or other casualty) or is subject to or threatened with any condemnation or eminent domain proceeding, in whole or in part, Sellers shall notify Purchasers promptly in writing of such fact, and the following provisions shall apply. (a) If the fair market value of the Damaged Portion or the cost of repair of the Damaged Portion is less than fifteen percent (15%) of the Purchase Price, Sellers shall, at their option, either (i) reduce the Purchase Price by the lesser of the fair market value of the Damaged Portion (such value to be determined as of the date immediately prior to such damage or destruction), or are taken the estimated cost to repair or restore the same, or (ii) bear the costs of repairing or restoring the Damaged Portion and, at Sellers’ election, delay the Closing and suspend any right to terminate this Agreement for a reasonable time necessary to accomplish the same. Any failure of a condition to Closing related to any such damage or destruction of which Sellers shall have so notified Purchasers shall be deemed not to exist, provided that Sellers exercise their election pursuant to the preceding sentence within a reasonable period of time. (b) If the lesser of the fair market value of the Damaged Portion or the cost of repair of the Damaged Portion is greater than fifteen percent (15%) of the Purchase Price, then Purchasers may elect either to (i) require Sellers upon the Closing to transfer to Purchasers the proceeds (or the right to the proceeds) of applicable insurance to which Sellers or any Affiliate of Sellers may be entitled and proceed with the transactions contemplated by eminent domain by any governmental entitythis Agreement, and Seller is unable or (ii) within thirty (30) days after such damage or destruction, terminate this Agreement. (c) If the duration to restore such damage or destruction prior is estimated to the Closing Date in the case of a casualtybe greater than one hundred and eighty (180) calendar days, then Buyer shall have the optionPurchasers may elect either to (i) require Sellers to proceed to Closing, exercisable by written notice given to Seller at or prior to and upon 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 transfer 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 applicable Purchaser or if such damage Purchasers the proceeds (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 (right to the extent then otherwise obligated proceeds) of applicable insurance to do sowhich Sellers or any Affiliate of Sellers may be entitled, or (ii) 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 within thirty (30) days after such damage or destruction, Seller shall pay over terminate this Agreement. (d) If, before the Closing Date, all or assign any portion of the Oxbow Mine becomes subject to Buyer all amounts received or due fromis threatened with any condemnation or eminent domain proceeding, and all claims againstsuch taking would reasonably be expected to result in a material adverse effect on the business, any insurance company operations, financial condition, revenue-generating capacity or governmental entity physical condition of the Oxbow Mine, taken as a result of such destruction or takingwhole, then Purchasers may, at their option, (i) require Sellers to proceed to Closing, and Seller shall pay upon the Closing, transfer to the applicable deductible amount under Purchaser or Purchasers the insurance maintained by Seller. In proceeds (or the event right to the proceeds) of any claim, settlement, or proceeds thereof to which Sellers or any Affiliate of Sellers may be entitled, or (ii) within thirty (30) days following such casualty notice, terminate this Agreement. (e) If Purchasers require Sellers to proceed to Closing pursuant to paragraphs (c) or condemnation(d) above, Seller agrees then Purchasers shall be deemed to (a) provide Buyer have waived their rights and remedies 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 respect to any proposed settlement arrangement proposed breaches of representations or warranties by Sellers that are caused by Purchasers’ requiring Sellers 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 discretionproceed to Closing thereunder.

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. 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 to the Closing, the Improvements all or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are the Facilities is damaged or destroyed by fire or casualtyother natural casualty (collectively “Damage”), or are is taken by or made subject to condemnation, eminent domain by any or other governmental entity, and Seller is unable to restore such damage or destruction prior to the Closing Date in the case of a casualtyacquisition proceedings (collectively “Eminent Domain Event”), then Buyer the following procedures shall have apply: (a) If the optionaggregate cost of repair or replacement of the Damage (collectively, 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 “Repair and/or Replacement”) is in an amount of less than $100,000, Buyer shall proceed with the consummation 15% of the Closing (to the extent then otherwise obligated to do so) without reduction or offset portion of the Purchase PricePrice allocated to a Facility (the “Damage Non-Termination Threshold”), Purchaser shall proceed to Closing and in take the Property as diminished by such caseevents, unless but Purchaser shall receive (A) a reduction of the Seller shall have previously restored Purchase Price equal to (x) the Real Property to its condition prior to the occurrence amount 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 policy or policies of property and casualty insurance maintained covering the Facility or Facilities to which the Damage occurred; plus (y) an amount equal to any revenue, defined as net profit plus continuing expenses, reasonably expected to be lost to the Facilities as a result of such Damage, applied against the cash otherwise due Seller at Closing; plus (B) an assignment by SellerSeller to Purchaser of the proceeds payable under such policy or policies of property and casualty insurance. In the event of any such casualty or condemnationevent, Seller agrees to (a) provide Buyer shall fully cooperate 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 Purchaser in the adjustment and settlement of the insurance proceeds claim or condemnation awards, and claims. (b) allow Buyer If the Damage Non-Termination Threshold has been exceeded or an Eminent Domain Event has occurred which will materially impair the operation of the affected Facility, then Purchaser, at its sole option, may elect, by written notice to review and make comments Seller, delivered on or prior to any proposed settlement arrangement proposed Closing, 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 (i) terminate this Agreement, in which event the provisions of Section 14.16 governing a permitted termination by Purchaser shall apply and Purchaser shall be refunded the Deposit; or (ii) proceed to close subject to the following conditions: (i) In the case of Damage, Purchaser shall receive (A) a reduction of the Purchase Price equal to (x) the amount of the applicable deductible amount under the policy or policies of property and casualty insurance covering the Facility or Facilities to which the Damage occurred; plus (y) an amount equal to any revenue, defined as net profit plus continuing expenses, reasonably expected to be lost to the Facilities as a result of such Damage, applied against the cash otherwise due Seller at Closing; plus (B) an assignment by Seller to Purchaser of the proceeds payable under such policy or policies of property and casualty insurance. In such event, Seller shall not enter into fully cooperate with Purchaser in the adjustment and settlement of the insurance claim or claims. (ii) In the case of an Eminent Domain Event, Purchaser shall receive (A) a reduction in the Purchase Price equal to an amount equal to any settlement arrangement concerning casualty revenue, defined as net profit plus continuing expenses, reasonably expected to be lost to the Facilities as a result of such Eminent Domain Event, applied against the cash otherwise due Seller at Closing; plus (B) an assignment by Seller to Purchaser of any condemnation award with respect to the Eminent Domain Event. In such event, Seller shall fully cooperate with Purchaser with respect to any proceedings relating to any condemnation award. (iii) In either case, the proceeds and benefits under any rent loss or condemnation in excess business interruption insurance policies attributable to the period following the Closing shall likewise be paid and transferred over (and, if applicable, likewise credited on an interim basis) to Purchaser. Notwithstanding the foregoing, if (i) Purchaser received a credit under Section 10.1(b)(i)(A)(y) for any component of $50,000 without obtaining the prior written consent lost revenue described therein; and (ii) Purchaser also receives a payment on account of Buyersuch component from any rent loss or business interruption insurance proceeds transferred to Purchaser pursuant to this Section 10.1(b)(iii), which consent may then such payment shall be granted or withheld in Buyer’s sole discretionreimbursed to Seller.

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. (a) Seller agrees to give Buyer and Title Company prompt notice of any fire or other casualty affecting the Project or of any actual or threatened taking or condemnation of all or any portion of the Project. If, prior to the Closing, there shall occur: (i) damage to the Improvements or any material portion thereof (having a replacement cost equal to or in excess of $100,000 are damaged or destroyed Project caused by fire or other casualty; or (ii) a threatened or actual taking or condemnation of all or any portion of the Project, or are taken by eminent domain by any governmental entitythen, 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 right to terminate this Contract by written notice given delivered to Seller at within ten (10) days after Buyer has received notice from Seller of that event or prior to the Closingdate on which Buyer learns of that event, to terminate whichever shall last occur. If Buyer terminates this Agreement, whereupon all obligations of all parties hereto shall ceaseContract, the Earnxxx Xxxey Deposit shall be returned to BuyerBuyer and the parties shall have no further obligations under this Contract, and or to each other with respect to the subject matter of this Agreement Contract. Notwithstanding the foregoing, in the event that the cost of repairing or restoring such damage shall be void covered by available insurance 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 shall be less than $100,000, then Buyer shall proceed to Closing and Seller shall assign at Closing to Buyer its right, title and interest in the insurance proceeds available to repair or restore the damage or destruction and to any applicable rent loss insurance and, in addition, Seller shall credit the Purchase Price with the consummation amount of any deductible under such insurance policy(s). (b) In the event of damage or destruction to the Project, Buyer may postpone the Closing Date pending a determination of the Closing (to the nature and 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 destructiondestruction and the availability and adequacy of insurance proceeds. Such postponement shall be by written notice from Buyer to Seller and Title Company and shall remain in effect for a period of ten (10) days (the "Damages Determination Period") following Buyer's determination of the nature and extent of the damage or destruction and the availability and adequacy of insurance proceeds for repair or restoration. (c) If the cost to repair or replace the damage is reasonably estimated by the Seller's insurance adjuster to exceed $100,000, then at Buyer's election and in its sole discretion, Buyer may elect to proceed with the Closing and at the Closing, Seller shall pay over or assign to Buyer all amounts received its right, title and interest in the insurance proceeds available to repair or due from, restore the damage or destruction and all claims against, to any insurance company or governmental entity as a result of such destruction or takingapplicable rent loss proceeds, and Seller shall pay credit the applicable Purchase Price with the amount of any deductible amount under the such insurance maintained by Seller. policy(s). (d) In the event that Buyer fails to notify Seller and Title Company of any such casualty or condemnation, Seller agrees its intention to (a) provide Buyer with copies proceed to Closing and accept as assignment of all written communications between Seller or the Partnership and their insurance carriers or proceeds prior to the applicable governmental authorities, as applicableexpiration of the Damage Determination Period, the subject matter of which is Contract shall automatically terminate and the adjustment of insurance proceeds or condemnation awards, and (b) allow Earnxxx Xxxey Deposit shall be returned to 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 discretionforthwith.

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 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, (a) In the event that any of the Property is damaged and/or destroyed by casualty prior to the Closing, then the Improvements Closing shall occur as scheduled notwithstanding such damage; provided, however, that Seller’s interest in all proceeds of insurance payable by reason of such casualty shall be assigned to Buyer as of the Closing without representation or any material portion thereof (having a replacement cost equal warranty by or recourse to or in excess of $100,000 are damaged or destroyed by fire or casualtySeller, or are taken credited to Buyer if previously received by eminent domain by any governmental entitySeller, and Seller is unable to restore Buyer shall receive a credit at Closing for any deductible amount under such damage or destruction prior insurance policies. Seller’s obligations pursuant to the Closing Date in immediately preceding sentence shall survive the case of a casualtyClosing. Notwithstanding the foregoing, then however, Buyer shall have the option, exercisable by written notice given to Seller at or prior to the Closing, right to terminate this AgreementAgreement and the Escrow effective three (3) business days after delivery of notice to Seller and Escrow Holder that a casualty to the Property has caused material damage which, whereupon all obligations in the reasonable estimation of all parties hereto shall ceaseSeller and Buyer, will cost more than $500,000.00 to repair. In event this Agreement is terminated pursuant to this Section 12(a), the Deposit shall be returned to Buyer, Buyer within two (2) business days after the effective date of termination. (b) In the event that a governmental entity commences eminent domain proceedings to take any portion of the Property after the date hereof and this Agreement shall be void and without recourse prior to the parties hereto except for provisions which are expressly stated to survive such termination. If Closing, then Buyer does not elect shall have the option 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, by written notice to Seller within ten (10) business days after 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 first learns of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellercommencement. 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 applicabletermination, the subject matter Deposit, together with all interest accrued thereon, shall be returned to Buyer, Buyer and Seller shall each be liable for one-half (1/2) of which is the adjustment of insurance proceeds any Escrow fees or condemnation awardscharges, and neither party shall have any further liability or obligation under this Agreement (bexcept under provisions of this Agreement which specifically state that they survive termination). In the event that a governmental entity commences eminent domain proceedings to take any part of the Property after the date of this Agreement and prior to the Closing and this Agreement is not terminated pursuant to this Section 12(b) allow Buyer as a result thereof, then the Closing shall occur as scheduled notwithstanding such proceeding without any adjustment to review and make comments to any proposed settlement arrangement proposed to be entered into by Seller or the Partnership with any such third partyPurchase Price; provided, however, that after Seller’s interest in all awards arising out of such proceedings shall be assigned to Buyer as of the Inspection Period, Closing or credited to Buyer if Buyer has not terminated this Agreement, Seller previously received by Seller. Seller’s obligations pursuant to the immediately preceding sentence shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining survive the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionClosing.

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.

Casualty or Condemnation. (a) If after the date hereof and prior to Closing, the Real Property or any part thereof shall be (x) subject to a taking by any public or quasi-public authority through condemnation, eminent domain or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the 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 to repair the damage or destruction to be in excess of ten percent (10%) of the Purchase Price allocable to the Real Property (a “Major Event”), 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, 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 arbitration). If, despite the occurrence of 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 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 (provided, however, Seller shall 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 the loss under all policies of insurance applicable to the Major Event, and Seller shall at Closing and thereafter execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. (b) If after the date hereof and prior to Closing, the Real Property or any part thereof shall be (x) subject to a Condemnation or (y) destroyed or damaged by fire or other casualty and, in either case, it is not a Major Event, then the transaction contemplated by this Agreement shall be consummated, without any reduction in, abatement of, or credit against the Purchase Price and Seller shall, at its option, either (i) repair such damage prior to Closing and Seller shall keep any insurance or Condemnation proceeds, (ii) allow Purchaser a credit against the Purchase Price in an amount equal to the reasonably estimated cost of repair and Seller shall keep any insurance or Condemnation proceeds, or (iii) assign to Purchaser (without recourse) the rights of Seller to the Net Proceeds, and, without duplication, give Purchaser a credit against the Purchase Price in the amount of the Net Proceeds already received by Seller prior to Closing (provided, however, Seller shall receive without duplication a credit against such Purchaser credit for any such costs and expenses not recovered prior to Closing) and the rights to settle any Condemnation proceeding or the loss under all policies of insurance applicable to the Condemnation, destruction or damage, and Seller shall at Closing and thereafter execute and deliver to Purchaser all required proofs of loss, assignments of claims and other similar items. (c) In the event that (i) a casualty occurs at the Real Property prior to the Closing, (ii) a deductible is payable in connection with obtaining insurance proceeds with respect to such casualty and (iii) Purchaser consummates 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, transaction notwithstanding such casualty 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 receives an amount of less than $100,000, Buyer shall proceed with the consummation assignment of the Closing (Net Proceeds pursuant to the extent then otherwise obligated to do soSection 6.3(a) 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 destructionSection 6.3(b), Seller shall pay over such deductible or assign to Buyer all amounts received or due from, shall give Purchaser a credit against the Purchase Price at Closing for such deductible 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 be considered in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretiondetermining Net Proceeds.

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 Closing, all or any portion of the Facilities is damaged by fire or other casualty (collectively “Damage”), or is taken or made subject to condemnation, eminent domain or other governmental acquisition proceedings (collectively “Eminent Domain Event”), then the following procedures shall apply: (a) If the aggregate cost of repair or replacement of the Damage (collectively, “Repair and/or Replacement”) is less than five percent (5%) of the Purchase Price in the opinion of Purchaser’s and Seller’s respective engineering consultants (collectively, the “Damage Non-Termination Threshold”), Purchaser shall proceed to Closing and take the Property as diminished by such events, subject to a reduction in the Purchase Price applied against the cash otherwise due at the Closing, in the Improvements full amount of the Repair and/or Replacement. Any casualty insurance shall be the sole property of Seller. (b) If the Damage Non-Termination Threshold has been exceeded or any material portion thereof (having a replacement cost equal an Eminent Domain Event has occurred, then Purchaser, at its sole option, may elect, by written notice to or in excess of $100,000 are damaged or destroyed by fire or casualtySeller, or are taken by eminent domain by any governmental entity, and Seller is unable to restore such damage or destruction delivered 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 ClosingDate, to (i) terminate this Agreement, whereupon all obligations in which event the provisions of all parties hereto Section 12.2(a) governing a permitted termination by Purchaser shall cease, the Deposit shall be returned apply; or (ii) proceed to Buyer, and this Agreement shall be void and without recourse close subject 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 following conditions: (i) In the case of Damage, Purchaser shall receive 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 Price equal to the occurrence amount 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 policy or policies of property and casualty insurance maintained by Sellercovering the Facility or Facilities to which the Damage occurred. 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 Agreementaddition, Seller shall not enter into assign to Purchaser the proceeds payable under such policy or policies of property and casualty insurance. In such event, Seller shall fully cooperate with Purchaser in the adjustment and settlement of the insurance claim or claims. (ii) In the case of an Eminent Domain Event, Seller shall assign to Purchaser any settlement arrangement concerning casualty condemnation award with respect to the Eminent Domain Event. In such event, Seller shall fully cooperate with Purchaser with respect to any proceedings relating to the any condemnation award. (iii) In either case, the proceeds and benefits under any rent loss or condemnation in excess of $50,000 without obtaining business interruption insurance policies attributable to the prior written consent of Buyerperiod following the Closing shall likewise be paid and transferred over (and, which consent may be granted or withheld in Buyer’s sole discretionif applicable, likewise credited on an interim basis) to Purchaser for the period subsequent to Closing.

Casualty or Condemnation. IfA. Subject to the terms of Paragraph B below, in the event of (i) any destruction or damage to the Property by fire or other casualty, the cost of which to repair, as reasonably determined by Seller, is less than $10,000,000, or (ii) the taking of a portion of the Property by condemnation or eminent domain which does not adversely affect the Property in any material way, prior to the Closing, this Agreement shall remain in full force and effect and neither party shall have any right to terminate the Improvements same as the result thereof, nor shall there be any abatement to the Purchase Price. At the Closing Seller shall pay (to the extent in its possession) or assign to Seller's affiliate under the Lease all of Seller's right, title and interest in and to all net insurance proceeds payable as a result of such casualty or damage, to be applied as set forth in the Lease. In addition, all net proceeds of any material portion thereof (having a replacement cost equal to condemnation or in excess of $100,000 are damaged or destroyed by fire or casualty, or are taken by eminent domain received by Seller or payable to Seller, arising out of any governmental entity, and Seller is unable to restore such damage eminent domain or destruction condemnation action after the date hereof but prior to the Closing Date shall be allocated as set forth in the case Lease. Any condemnation award or insurance proceeds payable arising out of a casualtyany casualty or condemnation that has occurred prior to the date hereof shall remain the property of Seller. Seller shall control any negotiations with the insurance company or condemning authority prior to the Closing. B. Notwithstanding the foregoing, then Buyer shall have in the optionevent of (i) any destruction or damage to the Property by fire or other casualty which Seller reasonably estimates will cost more than $10,000,000 to repair, exercisable or (ii) the taking of all or any portion of the Property by written notice given to Seller at condemnation or eminent domain which materially and adversely affects the Property, prior to the Closing, then either Seller or Buyer shall have the right to terminate this Agreement. If either Party elects to terminate this Agreement, whereupon the Buyer shall receive a refund of the Downpayment and all of the obligations of all the parties hereto hereunder shall ceaseterminate, the Deposit shall be returned to Buyer, and this Agreement shall be void and without recourse except as expressly set forth herein to the parties hereto except for provisions which are expressly stated to survive such terminationcontrary. If Buyer does not and Seller must elect to terminate this Agreement as aforesaid or if such within ten (10) days of receipt of notice of damage or destruction or taking has a replacement cost or condemnation. Silence shall be deemed such party's waiver of its right to terminate the Agreement. If the Agreement is in an amount to continue, the proceeds 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 as applicable governmental authorities, shall be disbursed 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 set forth in excess of $50,000 without obtaining the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretionSubsection A above.

Casualty or Condemnation. If(a) If fire or other casualty should render any portion(s) of the Premises, prior to or necessary related common areas or facilities of the ClosingProperty, unusable, or if any governmental department, board or agency having jurisdiction should lawfully order discontinuance of use of the Premises for Tenant's purposes, the Improvements rental stated in Section 3 above shall be proportionately abated or refunded for the period of such unusability, and/or Tenant may, at its option, rescind or terminate this Agreement in whole or in part. (b) If the Premises, or any material portion portion(s) thereof as to make the Premises unusable for Tenant's operations, shall be taken or condemned (having a replacement cost equal to or in excess "Complete Taking") by exercise of $100,000 are damaged or destroyed by fire or casualty, or are taken by the right of eminent domain by any governmental entityauthority, then this Agreement shall expire, cease and Seller is unable to restore such damage or destruction prior terminate upon the date when title to the Closing Date Premises or the portion thereof which is taken shall vest in the case of appropriate authority (a casualty"Taking Date"). In such event, then Buyer shall have the option, exercisable rent and any other amounts paid or payable by written notice given to Seller at or prior to the Closing, to terminate Tenant under this Agreement, whereupon all obligations of all parties hereto shall cease, the Deposit shall be returned apportioned to Buyerthe Taking Date. If only a portion of the Premises shall be so taken or condemned such that it does not constitute a Complete Taking (a "Partial Taking"), 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 thereof, but the rent to be paid by Tenant from the date of such destruction or taking, and Seller Partial Taking shall pay be equitably adjusted. Landlord shall be entitled to all condemnation awards payable in connection with 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 partyPremises; provided, that after however, Tenant shall be entitled to an award for its own property and relocation costs so long as such award does not decrease 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 discretionaward otherwise payable to Landlord.

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 any awards that have been or may thereafter be made for any taking or condemnation, 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 complete required repairs. 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 $500,000; (ii) Purchaser determines that the Property so affected is materially and adversely affected by such taking or threatened taking; or (iii) Any lessee or group of lessees leasing 15,000 square feet or more in the aggregate (as set forth on the Rent Roll) has a right to terminate its lease (or leases) as a result of such destruction taking or taking, threatened taking and Seller shall pay the applicable deductible amount under the insurance maintained by Seller. In the event of any does not irrevocably waive such casualty or condemnation, Seller agrees right prior 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 Closing in a form reasonably acceptable 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 discretionPurchaser.

Casualty or Condemnation. If, (a) In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to the Closing, and 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 repair and/or restore such damage or and/or destruction prior to the Closing Date in the case of a casualtyexceeds Fifty Million Dollars ($50,000,000), then Buyer ABAG 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 if such damage or destruction or taking by written notice to BAHA within five (5) business days after ABAG has a replacement cost or is in an amount received written notice from BAHA 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, casualty and all claims against, any insurance company or governmental entity as a result the cost of such destruction or taking, and Seller shall pay the applicable deductible amount under the insurance maintained by Sellerrepair and/or restoration. In the event of any such casualty termination, ABAG and BAHA shall each be liable for one-half of any escrow fees 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 awardscharges, and neither party shall have any further liability or obligation under this Agreement. (b) allow Buyer In the event any of the Property is damaged and/or destroyed by fire or other casualty prior to review and make comments the Closing where (i) the cost to any proposed settlement arrangement proposed repair and/or restore such damage and/or destruction does not exceed Fifty Million Dollars ($50,000,000), or (ii) the cost to be entered into by Seller or repair and/or restore such damage and/or destruction exceeds Fifty Million Dollars ($50,000,000) but this Agreement is not terminated pursuant to Section 14(a) above as a result thereof, then the Partnership with any Closing shall occur as scheduled notwithstanding such third partydamage; provided, however, that BAHA shall be obligated, at its cost, to restore or repair the Unit to its prior condition and shall retain its interest in all insurance proceeds payable in connection with such damage or destruction. BAHA's obligations pursuant to the immediately preceding sentence shall survive the Closing. (c) In the event a governmental entity commences eminent domain proceedings (or threatens in writing to commence such proceedings) to take any portion of the Unit, or the ABAG Unit, or any other portion of the building in which either is located which would impair ABAG's use of the Unit, or MTC’s (or its assignees) use of the ABAG Unit, respectively, after the Inspection Perioddate hereof and prior to the Closing, if Buyer has not terminated then (1) with respect to the Unit, ABAG shall have the option to terminate this Agreement, Seller shall not enter into any settlement arrangement concerning casualty or condemnation in excess of $50,000 without obtaining the prior Agreement by written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.notice to BAHA within five

Casualty or Condemnation. If, prior to (a) The Seller and 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 Purchaser agree that if prior to the Closing Date all or any material portion of the Project is damaged or destroyed by any cause or is taken by eminent domain or condemnation or a proceeding for the taking by eminent domain or condemnation of all or a portion of the Project is commenced prior to the Closing Date, the parties shall have the following rights exercisable within ten (10) days of receipt of notice of the first date on which the cost of repairing or restoring the damage and the amount of insurance proceeds or awards available to pay such cost is known; provided that in the case of a casualty, then Buyer taking or other loss in respect of which such notice cannot be delivered by five (5) business days prior to the Closing Date the cost of repairing or restoring such damage shall be assumed to be more than FIFTY THOUSAND DOLLARS ($50,000) and the Seller and the Purchaser shall have the optionrespective rights specified in Sections 9.01(a)(ii) and (iii): (i) If the cost of repairing or restoring such damage or the award for such taking is FIFTY THOUSAND DOLLARS ($50,000) or less, exercisable by written notice given to Seller at or prior to neither party shall have the Closing, right to terminate this Agreement, (ii) If the cost of repairing or restoring such damage is more than FIFTY THOUSAND DOLLARS ($50,000) as estimated by the Seller, whereupon all obligations and the Seller notifies the Purchaser that it elects to consummate the transaction described herein by providing for the repair or restoration of all parties hereto shall ceasethe Project, the Deposit Purchaser shall be returned to Buyer, and this Agreement shall be void and without recourse to not have the parties hereto except for provisions which are expressly stated to survive such termination. If Buyer does not elect right to terminate this Agreement if the Seller assigns the right to insurance proceeds to the Purchaser and deposits funds (or a surety bond from the Surety) in an amount sufficient to cover the reasonably anticipated costs of such repair or restoration in excess of such insurance proceeds, or (iii) If the cost of repairing or restoring such damage is more than FIFTY THOUSAND DOLLARS ($50,000) as aforesaid estimated by the Seller, and the Seller notifies the Purchaser that it does not intend to make such repair or if restoration, the Purchaser, by written notice to the Seller within ten (10) days of receiving the Seller's notice-that it will not repair or restore, may elect to terminate its obligation to purchase the Project or to proceed with the purchase of the Project without any obligation on the part of the Seller for any such repair or restoration. Failure to deliver a notice of election within such ten (10) day period shall be deemed an election by the Purchaser to proceed with the purchase. (b) If this Agreement is not terminated as provided in Section 9.01(a), the Seller shall assign and deliver to Purchaser at Closing all of the Seller's right and interest in the award for such taking or the proceeds of any insurance for such damage or destruction or taking has a replacement cost or is (except the Seller shall be entitled to retain all insurance proceeds received in an amount of less than $100,000, Buyer shall proceed connection with the consummation loss of rents or business interruption for the period up to and including the Closing Date). If, alternatively, this Agreement is terminated as provided in Section 9.01(a), all obligations of the Closing parties under this Agreement (except the obligations of the Purchaser under Section 2.03(c) and Sections 2.04, 2.05 and 2.07 of this Agreement) shall be terminated and the Seller shall promptly return, subject to retention for the extent then otherwise obligated to do sopurposes and as set forth in Section 2.03(c) without reduction or offset of this Agreement, any portion of the Purchase PricePrice (including, and in such casewithout limitation, the Xxxxxxx Money Deposit) theretofore deposited with the Seller or otherwise paid by the Purchaser. Notwithstanding the foregoing, unless the Seller shall have previously restored parties otherwise agree in writing, in the Real Property to its condition prior to the occurrence case 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 taking in excess of FIFTY THOUSAND DOLLARS ($50,000 without obtaining 50,000), if the prior written consent of Buyerelection and notice process provided for in this Section is not effected in time for the Closing to occur no later than August 1, which consent 1997, either party may be granted or withheld terminate this Agreement on five (5) business days after notice, with the parties having their respective rights to the Xxxxxxx Money Deposit as provided in Buyer’s sole discretionthe preceding sentences.

Casualty or Condemnation. (a) If, at the time of the Redemption Notice, any improvements on any of the Properties which are indirectly the subject of the Redemption Notice have been damaged, or if there is a condemnation or other taking for a public purpose pending with respect to any one or more of such Properties, all of the insurance proceeds, except those used to effect any repairs, and all benefits from any condemnation award, shall accrue to the benefit of the Continuing Party. (b) If following the delivery of any Redemption Notice and prior to the Closingsubject Redemption Closing Date, any of the Improvements or any material portion thereof (having a replacement cost equal to or in excess Properties which are indirectly the subject 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 Redemption Notice 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 damaged by a replacement cost or is in an amount of less than $100,000, Buyer shall proceed with the consummation of the Closing (casualty to the extent then otherwise obligated to do soof fifteen percent (15%) without reduction or offset more 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 value of any such damage Property, or destructiona condemnation proceeding shall be initiated with respect to fifteen percent (15%) or more of the value of any of such Properties, Seller the Offeror may elect to withdraw the Redemption Notice, but only as to the City Group Owner which owns the affected Property, by giving the Offeree Notice within ten (10) days following such occurrence. If the Offeror does not withdraw the Redemption Notice, the Offeree shall pay over or assign have ten (10) days thereafter to Buyer all amounts received or due fromnotify the Offeror if it desires to modify its election pursuant to Section 16.2 above. If the Offer is not withdrawn, the closing shall take place on the Redemption Closing Date even if such Properties have not been completely repaired and restored, and all claims againstunused insurance proceeds, any insurance company or governmental entity as a result of all benefits from 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 shall accrue to (a) provide Buyer with copies the benefit 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 discretionContinuing Party.

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.