Common use of Damage or Condemnation Prior to Closing Clause in Contracts

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to Closing, there shall occur: (a) damage to the Property caused by fire or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or more to repair; or (b) the taking or condemnation of all or any portion of the Property as would materially interfere with the present use thereof; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earlier, in which event the Xxxxxxx Money, together with all interest accrued thereon, shall be returned immediately by Escrow Agent to Purchaser, and neither party shall have any further right or obligation hereunder. If Purchaser delivers written notice to Seller waiving such termination right, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closing.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire or other casualty affecting to the Property between or any condemnation proceeding commenced prior to the Execution Date and Close of Escrow. If any such damage or proceeding relates to or may result in the Closing Date or loss of any actual or threatened taking or condemnation of all or any material portion of the Property. If prior Property (which, for purposes of this Agreement, shall mean damage or loss which will cost greater than Five Hundred Thousand Dollars ($500,000.00) to Closingrepair or restore or a taking which, there shall occurin Buyer’s reasonable judgment, significantly interferes with the use and enjoyment of the Land and/or Improvements), Buyer may, at its option, elect either to: (a) damage Terminate this Agreement, in which event all funds deposited into Escrow by Buyer plus any accrued and unpaid interest thereon shall be immediately returned to the Property caused by fire Buyer and thereafter neither party shall have any further rights or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or more to repairobligations hereunder, except as otherwise herein provided; or (b) Continue this Agreement in effect, in which event, upon the taking Close of Escrow, there shall be credited to the Purchase Price the amount of any deductible under Seller’s casualty insurance (for a casualty loss) and thereafter Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive which result from such casualty or condemnation of all proceeding. If such casualty or any proceeding relates to or may result in a loss which does not constitute a material portion of the Property, the amount of such loss shall be agreed upon by the parties in good faith and be credited to the Purchase Price upon the Close of Escrow. Seller shall promptly restore the Property as would materially interfere with to its prior condition; provided, however, that if Seller fails to repair or replace the present use thereof; thendamaged Property within such thirty (30) day period, in any such eventBuyer shall have the right, Purchaser, at its option, may terminate its obligations under this Agreement exercisable by written giving notice given to Seller within ten (1015) days after Purchaser has received the notice referred thirty (30) day completion period, either (i) to above terminate this Agreement as in this Section provided, or at (ii) to accept the Property in its then condition and proceed with Closing, whichever is earlier, in which event the Xxxxxxx Money, together with all interest accrued thereon, case Buyer shall be returned immediately by Escrow Agent entitled to Purchaser, and neither party shall have any further right or obligation hereunder. If Purchaser delivers written notice to Seller waiving such termination right, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest a reduction of Seller in and to any insurance proceeds (including all rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles Purchase Price to the extent of, as chosen in Buyer’s sole discretion, either (1) the same remain unpaid as cost of Closing. If prior repairing or replacing such damage or (2) the insurance deductible, and Seller shall assign to Closing there shall occur: (a) damage to the Property caused by fire Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive resulting from such casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the taking or condemnation proceeding. For purposes of all completing any repairs or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations replacements under this AgreementSection, but there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable extended, at Buyer’s sole election, for a reasonable time to Seller on account of any allow such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, repairs or replacements to the extent the same remain unpaid as of closingbe made.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to the Closing, there shall occur: (a) damage to the Property caused by fire or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars one hundred thousand dollars ($250,000.00100,000) or more to repair; or (b) the taking or condemnation of all or any portion of the Property as would materially interfere with the present use thereof; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given to Seller within ten (10) days after Purchaser has received the notice referred to above or at the Closing, whichever is earlier, in which event the Xxxxxxx Money, together with all interest accrued thereon, shall be returned immediately by the Escrow Agent to Purchaser, and neither party shall have any further right or obligation hereunder. If Purchaser delivers written notice does not so elect to Seller waiving such termination rightterminate its obligations under this Agreement, then the Closing shall take place as provided herein herein, and at the option of Purchaser, either (i) there shall be assigned to Purchaser at the Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing, or (ii) Seller shall, to the extent of insurance and condemnation proceeds available for such purpose, restore the Property to its former condition, and the Closing shall be deferred for a period reasonably necessary in order to allow Seller to complete the restorations. However, in no event shall Seller be liable or obligated to expend more than the condemnation or insurance proceeds actually received by it plus any policy deductibles, in effecting such restoration or repair. 9.2 If prior to the Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars one hundred thousand dollars ($250,000.00100,000) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at the Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closing.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to Closing, there any of the following shall occur:, or with respect to a taking or condemnation, Seller shall receive notice from a municipal authority that any of the following is to occur (each a “Material Event”): (a) damage to the Property caused by fire or other casualty casualty, or a taking or condemnation, which would cost Two One Hundred Fifty Thousand and No/100 00/100 Dollars ($250,000.00100,000.00) or more to repairrepair or replace; (b) all access to the Property is permanently blocked; or (bc) the taking rebuilding or condemnation of all or any portion repair of the Property to substantially the condition existing as would materially interfere with of the present use thereofmutual execution of this Agreement is not allowed under applicable law; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given to Seller within ten (10) days Business Days after Purchaser has received the notice referred to above or at Closing, whichever is earlier(and the Closing Date shall be extended if necessary to allow Purchaser time to make that determination), in which event the Xxxxxxx Money, together with all interest accrued thereon, Exxxxxx Money shall be returned immediately by Escrow Agent to Purchaser, and neither party shall have any further right or obligation hereunderhereunder except those which expressly survive termination. If Purchaser delivers written notice to Seller waiving such termination rightright (or fails to deliver any written notice within such ten (10) Business Day period), then Closing shall take place as provided herein herein, without reduction in the Purchase Price, and there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable other than lost income for periods prior to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that and Seller shall deliver to Purchaser at Closing any proceeds or awards already received, and shall also reimburse or credit Purchaser for any insurance policy deductibles to the extent the same remain unpaid as of Closing. If If, prior to Closing Closing, there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the is a taking or condemnation of all or any a portion of the Property or a casualty that does not qualify as would not materially interfere with the present use thereof; a Material Event, then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable other than lost income for periods prior to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse or credit Purchaser for any insurance policy deductibles, to the extent the same remain unpaid as of closingClosing. This Section 9 shall survive Closing.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees (a) In the event that prior to give Purchaser prompt notice the Close of any fire or other casualty affecting Escrow, the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all Real Property, or any portion of thereof, is destroyed or materially damaged, Buyer shall have the Property. If prior to Closingright, there shall occur: (a) damage to the Property caused exercisable by fire or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or more to repair; or (b) the taking or condemnation of all or any portion of the Property as would materially interfere with the present use thereof; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by giving written notice given to Seller within ten fifteen (1015) days after Purchaser has received the receipt of written notice referred of such damage or destruction, either (i) to above or at Closing, whichever is earlierterminate this Agreement, in which event the Xxxxxxx Money, together with Deposit and all interest accrued thereonthereon shall be immediately returned to Buyer, any other money or documents in Escrow shall be returned immediately by Escrow Agent to Purchaserthe party depositing the same, and neither party hereto shall have any further right rights or obligation obligations hereunder, or (ii) to accept the Real Property in its then condition and to proceed with the consummation of the transaction contemplated by this Agreement, with an abatement or reduction in the Purchase Price equal to the amount of the deductible for the applicable insurance coverage, and to receive an assignment of all of Seller's rights to any insurance proceeds payable by reason of such damage or destruction, or if the casualty is not insured, an abatement or reduction in the Purchase Price equal to the cost to repair such damage, which credit shall in no event be more than One Hundred Thousand Dollars ($100,000.00). If Purchaser delivers Buyer elects to proceed under clause (ii) above, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer's prior written consent, which consent Buyer may withhold in its sole, absolute and subjective discretion. (b) In the event that prior to the Close of Escrow there is any non-material damage to the Real Property, or any part thereof, Buyer shall accept the Real Property in its then condition with an abatement or reduction in the Purchase Price equal to the amount of the deductible for the applicable insurance coverage (or the cost to repair such damage if uninsured) and proceed with the transaction contemplated by this Agreement, in which event Buyer shall be entitled to an assignment of all of Seller's rights to any insurance proceeds payable by reason of such damage or destruction. In such event, Seller shall not compromise, settle or adjust any claims to such proceeds without Buyer's prior written consent, which consent Buyer may withhold in its sole, absolute and subjective discretion. (c) In the event that prior to the Close of Escrow, all or any material portion of the Real Property is subject to a taking by a public or governmental authority, Buyer shall have the right, exercisable by giving written notice to Seller waiving such termination right, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds within fifteen (including all rent loss proceeds applicable to the period 15) days after Closing) or condemnation awards which may be payable to Seller on account receiving written notice of such occurrencetaking, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: either (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00i) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interest of Seller in which event the Deposit and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closing.all

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to Closing, there shall occur: (a) damage to the Property caused by fire or other casualty that has occurred, and of any condemnation proceedings that are commenced against the Property, after the execution of this Agreement and prior to the Close of Escrow, of which would cost Two Hundred Fifty Thousand Seller has actual knowledge (including, for the purposes of this Section 15, the actual knowledge of Seller’s employees and No/100 Dollars ($250,000.00) or more to repair; or (b) the taking or condemnation of all manager). If such damage occurs or any portion such condemnation proceeding is commenced and is Material, as hereinafter defined, then Buyer may terminate this Agreement. If Buyer does not terminate this Agreement, then this Agreement shall continue in effect, without delay or abatement of the Property as would materially interfere with the present use thereof; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earlierPurchase Price, in which event Seller shall assign and transfer to Buyer at the Xxxxxxx MoneyClose of Escrow all of Seller’s rights with respect to any insurance and/or condemnation proceeds that Seller may have received or be entitled to receive in connection therewith, and, in the case of a casualty, Buyer shall receive a credit at Closing in an amount equal to the deductible under any insurance policy maintained by Seller which covers any such casualty or loss of rent. In the event of termination of this Agreement by Buyer pursuant to the above, the Deposit and all other funds deposited into Escrow by Buyer (together with all interest accrued thereonon the Deposit during the period that it is held, but only while it was held, in the Escrow) shall be returned immediately by Escrow Agent to PurchaserBuyer (less the Review Consideration), and thereafter neither party shall have any further right rights or obligation hereunder. If Purchaser delivers written notice to Seller waiving such termination right, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to obligations under this Agreement (except for any insurance proceeds (including all rent loss proceeds applicable indemnification given by either party to the period after Closing) or condemnation awards which may be payable other, and Buyer’s obligations to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the taking or condemnation of all or any portion of restore the Property as would not materially interfere with the present use thereof; thenrequired by Section 5.2, in any such event, Purchaser shall have no right to terminate its Buyer’s and Seller’s obligations under this AgreementSections 16, but there shall be assigned 24 and 25, and each parties’ obligation to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account bear one-half of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closingCancellation Charges).

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to Closing, there shall occur: (a) damage to The Closing shall be effective as of 12:01 A.M. on the Property caused by fire or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or more to repair; or (b) Closing Date. Notwithstanding the taking or condemnation foregoing, the risk of loss of all or any portion of the Property as would materially interfere with shall be borne by Seller up to and including the present use thereof; thenactual time of the Closing and wire transfer of the Purchase Price to Seller, in and thereafter by Buyer, subject, however, to the terms and conditions of this Paragraph 16. (b) Seller shall promptly notify Buyer of any casualty to the Property or any condemnation proceeding commenced prior to the Close of Escrow. If any such eventcasualty or condemnation proceeding is “Material” (as defined below), PurchaserBuyer may, at its option, may elect either to: (i) terminate its obligations under this Agreement by written notice given to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earlierAgreement, in which event the Xxxxxxx Money, together with all interest accrued thereon, funds deposited into Escrow by Buyer shall be returned immediately by Escrow Agent to PurchaserBuyer, without any further action or instruction required, and neither party shall have any further right rights or obligation obligations hereunder. If Purchaser delivers written notice , except as otherwise expressly provided herein, or (ii) continue the Agreement in effect, in which event upon the Close of Escrow, Buyer shall be entitled to any compensation, awards or other payments or relief obtained by Seller resulting from such casualty or condemnation proceeding (after reimbursement to Seller waiving such termination right, then Closing shall take place as provided herein for its out-of-pocket expenses related thereto and there shall be assigned to Purchaser at Closing all interest of less any amounts expended by Seller in and to any insurance proceeds (including all rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage making repairs to the Property caused prior to Closing) and to payment by fire Seller to Buyer of any deductible amount under any applicable insurance policies (such amounts being referred to herein as the “Proceeds”). (c) Buyer and Seller hereby stipulate and agree that “Material” as used in this Paragraph 16, shall mean (i) damages resulting from a casualty reasonably estimated to exceed $750,000.00 (the “Threshold”) or other a condemnation proceeding involving a taking in value of more than the Threshold or (ii) a casualty which would cost less than Two Hundred Fifty Thousand or condemnation proceeding that gives the Tenant the right to terminate the Lease and No/100 Dollars such termination right is not waived by Tenant by the Closing Date, or ($250,000.00iii) a condemnation that results in a five percent (5%) or greater reduction in the annual rent payable under the Lease. In the event of any non-Material casualty or condemnation proceeding effecting the Real Property, this Agreement shall remain in full force and effect (unless the same occurs prior to repairthe end of the Review Period and Buyer exercises its termination right granted in Paragraph 7(a)(ii)(C) hereof); or and Seller shall have those obligations, if any, with respect to repairing the Property as are imposed under the Lease or the Existing Loan, with no additional obligations being imposed under this Agreement; and if Seller does not repair the Property prior to Close of Escrow, then Seller shall assign to Buyer at Close of Escrow all Proceeds relating thereto. If the required repairs under this Paragraph (c) or those required under Paragraph (b) above have not been completed prior to the taking Closing Date and an independent, qualified architect or condemnation engineer hired by Seller’s Broker (without consultation from either Seller or Buyer) determines that the estimated cost to complete such repairs exceeds the Proceeds, then Seller shall give a credit to Buyer at Closing in the amount of such deficiency; provided, however, that if the total credit to be given to Buyer exceeds $150,000.00, then Seller shall be entitled to elect to terminate this Agreement unless Buyer agrees to proceed to Closing, and if Buyer so elects to proceed, Buyer shall receive a credit only in the amount of $150,000.00 and shall waive all claims against Seller relating to such casualty or condemnation. If Seller so elects to terminate and Buyer does not elect to proceed, then this Agreement shall terminate and all funds deposited into Escrow by Buyer shall be returned to Buyer, without any portion of the Property as would not materially interfere with the present use thereof; thenfurther action or instruction required, in any such event, Purchaser and neither party shall have no right to terminate its any further rights or obligations under this Agreementhereunder, but there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, except as otherwise expressly provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closingherein.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to the Closing, there shall occur: (a) damage to the Property caused by fire or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars fifty thousand dollars ($250,000.0050,000) or more to repair; or (b) the taking or condemnation of all or any portion of the Property as would materially interfere with the present use thereof; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given to Seller within ten (10) days after Purchaser has received the notice referred to above or at the Closing, whichever is earlier, in which event the Xxxxxxx Money, together with all interest accrued thereon, shall be returned immediately by Escrow the Title Agent to Purchaser, and neither party shall have any further right or obligation hereunder. If Purchaser delivers written notice does not so elect to Seller waiving such termination rightterminate its obligations under this Agreement, then the Closing shall take place as provided herein herein, and at the option of Purchaser, either (i) there shall be assigned to Purchaser at the Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing, or (ii) Seller shall, to the extent of insurance and condemnation proceeds available for such purpose, restore the Property to its former condition, and the Closing shall be deferred for a period reasonably necessary in order to allow Seller to complete the restorations. However, in no event shall Seller be liable or obligated to expend more than the condemnation or insurance proceeds actually received by it plus any policy deductibles, in effecting such restoration or repair. 9.2 If prior to the Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars fifty thousand dollars ($250,000.0050,000) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at the Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closing.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire casualty damage to any Property or other casualty affecting the Rancho Xxxxxx Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If condemnation proceeding proposed or commenced prior to Closing, there shall occur:the Close of Escrow with respect to any Property or the Rancho Xxxxxx Property. (a) damage If such casualty or proceeding results or may result in a material reduction in the value of a Property, which for purposes of this Agreement shall mean a reduction of more than five percent (5%) of the allocated Purchase Price for such Property (as provided on EXHIBIT A), then Buyer may, at its option: (1) terminate this Agreement with respect to such Property, in which event this Agreement shall continue to be in effect with respect only to those Properties for which Buyer has not terminated this Agreement (subject to Section 41), or (2) continue this Agreement in effect, in which event upon the Close of Escrow there shall be credited to the Property caused by fire Purchase Price the amount of any deductible and any uninsured portion of the loss in question (for a casualty) and Buyer shall be fully entitled to all insurance proceeds available under Seller's insurance policies, or (for a condemnation) Seller shall assign to Buyer any compensation, award or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) payment or more relief Seller has received or is entitled to repair; orreceive resulting from such condemnation. (b) If such casualty or proceeding does not constitute or threaten a material reduction in the taking or condemnation value of all or a Property, then Buyer shall accept such Property in its then condition and proceed with Closing, in which case Buyer shall be entitled to a reduction of the Purchase Price in the amount of any deductible and any uninsured portion of the loss in question, and Buyer shall be entitled to receive any insurance proceeds, compensation, award or other payment or relief Seller has received or is entitled to receive resulting from such casualty or condemnation. (c) Notwithstanding Section 17.(a) or 17.(b) above, if any casualty or condemnation would give any tenant of any Property as would that occupies 25% or more of such Property the right to terminate or materially interfere with modify its Lease, or to xxxxx any payment of rent or other charges due under its Lease that is not fully covered by valid insurance that will be available to Buyer, then Buyer shall have the present use thereof; then, in any such event, Purchaser, at its option, may right to terminate its obligations under this Agreement by written notice given with respect to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earliersuch Property, in which event this Agreement shall continue to be in effect with respect only to those Properties for which Buyer has not terminated this Agreement (subject to Section 41). (d) If any casualty or condemnation occurs with respect to the Xxxxxxx MoneyRancho Xxxxxx Property and the reduction in value meets the threshold set forth in Section 17.(a) or in 17.(c), together with all interest accrued thereon, shall be returned immediately by Escrow Agent to Purchaser, and neither party then Buyer shall have any further right or obligation hereunder. If Purchaser delivers written notice to Seller waiving the rights set forth in such termination right, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable Sections with respect to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closingRancho Downey Loan.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to Closing, there shall occur: (a) damage to the Property caused by fire that has occurred, and of any condemnation proceedings that are commenced against the Property, after the execution of this Agreement and prior to the Close of Escrow, of which Seller has actual knowledge. If such damage occurs or other casualty which would cost Two Hundred Fifty Thousand any such condemnation proceeding is commenced and No/100 Dollars ($250,000.00) or more to repair; or (b) the taking is Material, as hereinafter defined, then Buyer may terminate this Agreement. If such damage or condemnation of all is not Material or any portion Buyer does not terminate this Agreement, then this Agreement shall continue in effect, without delay or abatement of the Property as would materially interfere with the present use thereof; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earlierPurchase Price, in which event Seller shall assign and transfer to Buyer at the Xxxxxxx MoneyClose of Escrow all of Seller’s rights with respect to any insurance and/or condemnation proceeds that Seller may have received or be entitled to receive in connection therewith, and, in the case of a casualty, Buyer shall receive a credit at Closing in an amount equal to the deductible under any insurance policy maintained by Seller which covers any such casualty or loss of rent. In the event of termination of this Agreement by Buyer pursuant to the above, the Deposit and all other funds deposited into Escrow by Buyer (together with all interest accrued thereonon the Deposit during the period that it is held, but only while it was held, in the Escrow) shall be returned immediately to Buyer, Buyer shall upon Seller’s request promptly deliver to Seller or destroy the Seller Information provided by Escrow Agent Seller to PurchaserBuyer, with such delivery obligation to survive the termination of this Agreement, and thereafter neither party shall have any further right rights or obligations under this Agreement (except for any obligation hereunderthat expressly survives a termination of this Agreement by its terms). If Purchaser delivers written notice to Seller waiving such termination rightFor purposes of this Section 15, then Closing the term “Material” shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to mean (i) any insurance proceeds (including all rent loss proceeds applicable taking which materially impairs access to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrenceProperty, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (bii) the taking of any building or condemnation a material portion of all any building, (iii) a taking or damage which reduces the number of parking spaces located on the Property below the number required to comply with requirements of applicable law, the terms of any Approved Title Conditions, or the terms of any Lease, (iv) a taking or damage which gives any tenant the right to terminate its Lease or permanently xxxxx or reduce its rent (unless such right is waived), (v) the taking of or damage to any portion of the Property as would not materially interfere with the present use thereof; thenhaving a reasonably estimated value or having a cost of repair or replacement of an amount equal to $2,000,000, in or (vi) any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interest of Seller in and to damage that is uninsured or underinsured or any taking or damage for which insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may proceeds are not available by reason of a lender’s requirement that such proceeds be payable applied to financing secured by the Property instead of being applied to restoration, unless Seller on account provides Buyer with a credit against the Purchase Price in the amount necessary to restore the damage or the amount of any proceeds so applied by such occurrencelender, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closingapplicable.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire casualty damage to any Property or other casualty affecting the Rancho Xxxxxx Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If condemnation proceeding proposed or commenced prior to Closing, there shall occur:the Close of Escrow with respect to any Property or the Rancho Xxxxxx Property. (a) damage If such casualty or proceeding results or may result in a material reduction in the value of a Property, which for purposes of this Agreement shall mean a reduction of more than five percent (5%) of the allocated Purchase Price for such Property (as provided on EXHIBIT A), then Buyer may, at its option: (1) terminate this Agreement with respect to such Property, in which event this Agreement shall continue to be in effect with respect only to those Properties for which Buyer has not terminated this Agreement (subject to Section 41), or (2) continue this Agreement in effect, in which event upon the Close of Escrow there shall be credited to the Property caused by fire Purchase Price the amount of any deductible and any uninsured portion of the loss in question (for a casualty) and Buyer shall be fully entitled to all insurance proceeds available under Seller's insurance policies, or (for a condemnation) Seller shall assign to Buyer any compensation, award or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) payment or more relief Seller has received or is entitled to repair; orreceive resulting from such condemnation. (b) If such casualty or proceeding does not constitute or threaten a material reduction in the taking or condemnation value of all or a Property, then Buyer shall accept such Property in its then condition and proceed with Closing, in which case Buyer shall be entitled to a reduction of the Purchase Price in the amount of any deductible and any uninsured portion of the loss in question, and Buyer shall be entitled to receive any insurance proceeds, compensation, award or other payment or relief Seller has received or is entitled to receive resulting from such casualty or condemnation. (c) Notwithstanding Section 17.(a) or 17.(b) above, if any casualty or condemnation would give any tenant of any Property as would that occupies 25% or more of such Property the right to terminate or materially interfere with modify its Lease, or to xxxxx any payment of rent or other charges due under its Lease that is not fully covered by valid insurance that will be available to Buyer, then Buyer shall have the present use thereof; then, in any such event, Purchaser, at its option, may right to terminate its obligations under this Agreement by written notice given with respect to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earliersuch Property, in which event this Agreement shall continue to be in effect with respect only to those Properties for which Buyer has not terminated this Agreement (subject to Section 41). (d) If any casualty or condemnation occurs with respect to the Xxxxxxx MoneyRancho Xxxxxx Property and the reduction in value meets the threshold set forth in Section 17.(a) or in 17.(c), together with all interest accrued thereon, shall be returned immediately by Escrow Agent to Purchaser, and neither party then Buyer shall have any further right or obligation hereunder. If Purchaser delivers written notice to Seller waiving the rights set forth in such termination right, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable Sections with respect to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closingRancho Xxxxxx Loan.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire or other casualty affecting the Property between the Execution Date and the Closing Date or of any actual or threatened taking or condemnation of all or any portion of the Property. If prior to Closing, there shall occur: (a) damage to the Property caused by fire or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or more to repair; or (b) the taking or condemnation of all or any condemnation proceeding commenced prior to the Closing. If any such damage or proceeding relates to or may result in the loss of any material portion of the Property as would materially interfere with the present use thereof; then("material" shall mean in excess of Five Hundred Thousand Dollars [$500,000.00] in value), in any such event, PurchaserBuyer may, at its option, may elect to (a) terminate its obligations under this Agreement by written notice given to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earlierAgreement, in which event Seller shall refund the Xxxxxxx Money, together Deposit with all interest accrued thereon, shall be returned immediately by Escrow Agent to PurchaserInterest, and neither party shall have any further right rights or obligation obligations hereunder, or (b) with regard to condemnation, continue the Agreement in effect, in which event upon the Closing, Buyer shall be entitled to any compensation, awards, or other payments or relief resulting from such condemnation proceeding whether payment is made before or after Closing or (c) with regard to casualty, Buyer shall be entitled to either the insurance proceeds or other payment resulting from such casualty or a reduction in the Purchase Price by the amount required to restore the property to the condition that existed prior to the casualty loss. To the extent that the parties cannot agree to the cost to restore the property, the parties shall mutually agree to a third party appraiser who shall render an appraisal of the cost to restore the property which appraisal shall be conclusive and binding for all purposes. If Purchaser delivers written notice Buyer elects to terminate this Agreement based upon such loss, Seller waiving may at its option repair or replace such termination rightProperty to substantially the same condition as existed prior to such loss within thirty (30) days after receipt of Buyer's election to terminate, then Closing shall take place as provided herein and there if such cures are effected, Buyer shall be assigned obligated to Purchaser at Closing all interest proceed with the purchase under the terms of this Agreement without a right to compensation or payment and without a Purchase Price adjustment. If Seller in does not elect to cure or, elects to cure but such cure cannot be affected within thirty (30) days, and Buyer does not elect to any insurance proceeds (including all rent loss proceeds applicable proceed with the purchase of the Property due to the period after Closing) damage to or loss of the Property through casualty or condemnation awards which may proceedings, this Agreement shall terminate. In the event of casualty or condemnation that does not result in a material loss of Property, Seller shall not be payable obligated to Seller on account of such occurrencerepair or replace the Property and Buyer shall not have the right to terminate, provided that however, Seller shall reimburse Purchaser for any policy deductibles compensate Buyer to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) that it receives insurance proceeds or a condemnation award, or, if not compensated or not fully compensated, such damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there loss shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closinga Purchase Price Adjustment.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire or other casualty affecting damage to the Property between the Execution Date that has occurred, and the Closing Date or of any condemnation proceedings that are commenced against the Property, after the execution of this Agreement and prior to the Close of Escrow, of which Seller has actual knowledge. If such damage occurs or threatened any such condemnation proceeding is commenced and is Material, as hereinafter defined, then Buyer may terminate this Agreement. If Buyer does not terminate this Agreement, then this Agreement shall continue in effect, without delay or abatement of the Purchase Price, in which event Seller shall pay over or assign and transfer to Buyer at the Close of Escrow all of Seller’s rights with respect to any insurance and/or condemnation proceeds that Seller may have received or be entitled to receive in connection therewith, and, in the case of a casualty, Buyer shall receive a credit at Closing in an amount equal to the deductible under any insurance policy maintained by Seller which covers any such casualty or loss of rent. 15.1 In the event of termination of this Agreement by Buyer pursuant to the above, the Deposit and all other funds deposited into Escrow by Buyer (together with interest on the Deposit during the period that it is held, but only while it was held, in the Escrow) shall be returned to Buyer (less the Review Consideration), Buyer shall promptly deliver to Seller or destroy the Seller Information provided by Seller to Buyer, with such delivery or destruction obligation to survive the termination of this Agreement, and thereafter neither party shall have any further rights or obligations under this Agreement, except for any indemnification given by either party to the other, and Buyer’s obligations to restore the Property as required by Section 5.2 (solely to the extent such damage arises as a result of Buyer’s or Buyer’s Representatives’ activities or inspections with respect to the Property), Buyer’s and Seller’s obligations under Sections 16, 24 and 25, and each parties’ obligation to bear one-half of any Cancellation Charges). 15.2 For purposes of this Section 15, with respect to a taking or condemnation by eminent domain, the term “Material” shall mean (i) any taking which materially impairs access to the Property, (ii) the taking of all or any portion of the Property. If prior to ClosingImprovements, there shall occur: (aiii) damage to a taking which reduces the number of parking spaces located on the Property caused below the number required to comply with requirements of applicable law, the terms of any Approved Title Conditions, or the terms of any Lease, (iv) a taking which gives any tenant the right to terminate its Lease or permanently xxxxx or reduce its rent (unless such right is waived in writing by fire such tenant), or other casualty which would (v) the taking of any portion of the Property having a reasonably estimated value or having a cost Two Hundred Fifty Thousand of repair or replacement of an amount equal to One Million and No/100 Dollars ($250,000.001,000,000.00) or more more. With respect to repair; or a casualty, the term “Material” shall mean any casualty such that (bi) the taking or condemnation cost of all or any portion of the Property as would materially interfere with the present use thereof; then, in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given repairs is reasonably expected to Seller within ten (10) days after Purchaser has received the notice referred to above or at Closing, whichever is earlier, in which event the Xxxxxxx Money, together with all interest accrued thereon, shall be returned immediately by Escrow Agent to Purchaser, and neither party shall have any further right or obligation hereunder. If Purchaser delivers written notice to Seller waiving such termination right, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand One Million and No/100 Dollars ($250,000.001,000,000.00) to repair; or or more, or (bii) gives any tenant the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this AgreementLease or permanently xxxxx or reduce its rent (unless such right is waived in writing by such tenant), but there shall be assigned or (iii) is a casualty which results in the Seller’s insurance company either not recognizing Buyer as an assignee of Seller’s interest in such insurance policies or not confirming that the casualty is fully insured (other than for the deductible) and Seller not agreeing to Purchaser credit Buyer at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of for any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closinguninsured or underinsured amount.

Damage or Condemnation Prior to Closing. 9.1 Seller agrees to give Purchaser prompt notice shall promptly notify Buyer of any fire or other casualty affecting to the Property between or any condemnation proceeding commenced prior to the Execution Date and Closing. If any such damage or proceeding relates to or may result in the Closing Date or loss of any actual or threatened taking or condemnation of all or any material portion of the Property. If prior Property (which, for purposes of this Agreement, shall mean damage or loss which would entitle Tenant to either xxxxx rent or terminate the Lease or is a type of casualty not fully covered by insurance and would require the lessor under the Lease to repair the same at its cost after Closing), there shall occurBuyer may, at its option, elect either to: (a) damage Terminate this Agreement, in which event all funds deposited with Closing Attorney by Buyer plus any accrued and unpaid interest thereon shall be immediately returned to the Property caused by fire Buyer and thereafter neither party shall have any further rights or other casualty which would cost Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) or more to repairobligations hereunder; or (b) Continue this Agreement in effect, in which event, upon the taking Closing, there shall be credited to the Purchase Price the amount of any deductible under Seller’s casualty insurance (for a casualty loss) and thereafter Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive which result from such casualty or condemnation of all proceeding. If such casualty or any proceeding relates to or may result in a loss which does not constitute a material portion of the Property as would materially interfere with Property, the present use thereof; then, amount of such loss shall be agreed upon by the parties in any such event, Purchaser, at its option, may terminate its obligations under this Agreement by written notice given good faith and be credited to Seller within ten (10) days after Purchaser has received the notice referred to above or at Purchase Price upon the Closing, whichever is earlier, in which event or if the Xxxxxxx Money, together with all interest accrued thereon, shall be returned immediately by Escrow Agent to Purchaser, and neither party shall have any further right or obligation hereunder. If Purchaser delivers written notice to Seller waiving parties cannot agree upon such termination rightcredit, then Closing shall take place as provided herein and there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including all rent loss proceeds applicable credited to the period after ClosingPurchase Price the amount of any deductible under Seller’s casualty insurance (for a casualty loss) and thereafter Seller shall assign to Buyer any compensation, awards, or other payments or relief Seller has received or is entitled to receive which result from such casualty or condemnation awards which may be payable to Seller on account of such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles to the extent the same remain unpaid as of Closing. If prior to Closing there shall occur: (a) damage to the Property caused by fire or other casualty which would cost less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) to repair; or (b) the taking or condemnation of all or any portion of the Property as would not materially interfere with the present use thereof; then, in any such event, Purchaser shall have no right to terminate its obligations under this Agreement, but there shall be assigned to Purchaser at Closing all interest of Seller in and to any insurance proceeds (including rent loss proceeds applicable to the period after Closing) or condemnation awards which may be payable to Seller on account of any such occurrence, provided that Seller shall reimburse Purchaser for any policy deductibles, to the extent the same remain unpaid as of closingproceeding.