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

Damage or Destruction Prior to Closing. In the event that the Property should be damaged by any casualty prior to the Closing, Seller shall give prompt notice to Buyer. If the Property is "materially damaged" (as hereinafter defined) by a fire or other casualty event (a "Casualty") prior to Closing, Buyer may terminate this Agreement by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the occurrence of such Casualty from Seller. If Buyer so terminates this Agreement, then the Deposit and Investigation Reimbursement shall be returned to Buyer and neither party shall have any further rights or obligations hereunder except as set forth herein. If Buyer does not so terminate this Agreement, or if the Property is not deemed "materially damaged," Buyer will remain bound to purchase the Property for the full Purchase Price pursuant to the tenns of this Agreement, without regard to the occurrence or effect of the Casualty; provided that at Closing Seller will assign to Buyer Seller's interest in any property and lost income insurance proceeds payable to Seller under Tenant's insurance, but net of any costs and expenses reasonably incurred by Seller prior to Closing in connection with the Casualty and net of any pre-Closing rental loss resulting from the Casualty permitted by Tenants under the Leases, and Buyer shall receive a credit against the Purchase Price in the amount by which the cost of repair or restoration of the Property, as estimated by an engineer or contractor reasonably and timely selected by Seller and Buyer, exceeds the amount of any insurance proceeds. For purposes of this Section, the Property shall be deemed "materially damaged" if: (a) the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or (b) Tenant is not responsible under the Lease for the repair or restoration of the Property; or (c) a Tenant has the right to tenninate the Lease as a result of such Casualty and such right is not waived by the Tenant; or (d) the damage or destruction is not covered by Seller's insurance or if such insurance is not for full replacement cost, and the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or the damage or destruction causes the Property to be unacceptable to lender.

Damage or Destruction Prior to Closing. Condemnation ---------------------------------------------------- Section 7.1 In the event that the Improvements or any of the items constituting the Personal Property should be damaged by any casualty prior to after the Closing, Seller shall give prompt notice to Buyer. If the Property is "materially damaged" (as hereinafter defined) by a fire or other casualty event (a "Casualty") Effective Date prior to Closing, Buyer may terminate this Agreement and if the cost of repairing such damage, as estimated by written notice given a contractor retained by the Purchaser, is: (a) less than TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) and less than 90 days to Seller within ten (10) Business Days after Buyer receives notice of the occurrence of such Casualty from Seller. If Buyer so terminates this Agreementrepair, then the Deposit and Investigation Reimbursement shall be returned to Buyer and neither party Purchaser shall have any further rights or obligations hereunder except as set forth herein. If Buyer does not so no right to terminate this Agreement, or if the Property is not deemed "materially damaged," Buyer will remain bound to purchase the Property for the full Purchase Price pursuant to the tenns of this Agreement, without regard to the occurrence or effect of the Casualty; provided that at Closing but Seller will shall assign to Buyer Seller's interest in any property and lost income Purchaser, at Closing, all insurance proceeds payable to Seller under Tenant's (including rent insurance, but net of any costs and expenses reasonably incurred by Seller prior to Closing in connection with the Casualty and net of any pre-Closing rental loss resulting from the Casualty permitted by Tenants under the Leasesif any) payable for such damage, and Buyer Purchaser shall receive a credit against the Purchase Price in the amount of any deductible required by which Seller's insurance policies and the sale shall be closed without the Seller's repairing such damage; provided however, Seller shall be obligated to make such emergency repairs as are necessary to prevent further damage to the Property or injury to any person thereon and Seller may use insurance proceeds for this limited Purpose; or if said cost is (b) more than TWO HUNDRED FIFTY THOUSAND AND NO/ 100 DOLLARS ($250,000.00) and more than 90 days to repair, then the Purchaser may elect to terminate this Agreement by delivering written notice within ten (10) days following Purchaser's receipt of repair the contractor's estimate (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten-day period to make such election); and if the Purchaser does not elect to terminate this Agreement, the Seller shall assign to Purchaser, at Closing, all insurance proceeds (including rent insurance, if any) payable for such damage, and Purchaser shall receive a credit against the Purchase Price in the amount of any deductible required by Seller's insurance policies, and the sale shall be closed without the Seller's repairing such damage; provided however, Seller shall be obligated to make such emergency repairs as are necessary to prevent further damage to the Property or restoration injury to any person thereon, and Seller may use insurance proceeds for this limited purpose. Section 7.2 In the event of a taking by condemnation or similar proceedings or actions of all of the Property, as estimated by an engineer or contractor reasonably and timely selected by Seller and Buyer, exceeds the amount of any insurance proceeds. For purposes of this Section, the Property shall be deemed "materially damaged" if: (a) the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or (b) Tenant is not responsible under the Lease for the repair or restoration material portion of the Property; , Purchaser shall have the option to terminate this Agreement upon written notice to Seller within ten (10) business days after notice thereof (and, if necessary, the Closing Date shall be extended to give Purchaser the full ten-day period to make such election). If Purchaser does not exercise ITS option under the immediately preceding sentence of this Section to terminate this Agreement, then the Agreement shall remain in full force and effect and Seller shall assign or (c) a Tenant has pay to Purchaser at Closing, Seller's entire interest in and to any and all condemnation awards or proceeds from any such proceedings or actions in lieu thereof, and Purchaser shall have the sole right during the pendency of this Agreement to tenninate negotiate and otherwise deal with the Lease as a result condemning authority in respect of such Casualty and matter. For purpose of this section, the definition of "material" shall include taking of a number of parking spaces such right that the property is not waived in compliance with applicable parking requirements. Section 7.3 The parties shall have the rights and duties set forth in this Article VII rather than as prescribed by the Tenant; or (d) the damage or destruction is not covered by Seller's insurance or if such insurance is not for full replacement costUniform Vendor and Purchaser Risk Act, and the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or the damage or destruction causes the Texas Property to be unacceptable to lenderCode Section 5.007.

Damage or Destruction Prior to Closing. In the event that the Property should be damaged by any casualty prior to the Closing, then: 11.1. if the cost of repairing such damage, as mutually and reasonably estimated by Buyer and Seller, is less than Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), the Closing shall proceed as scheduled, and any deductible required under Seller’s insurance with respect thereto and any insurance proceeds shall be assigned or distributed to Buyer (or a credit therefor shall be applied to the Purchase Price at Closing) to the extent not expended by Seller for restoration; or 11.2. if (a) the cost of repairing such damage, as mutually and reasonably estimated by Buyer and Seller, is equal to or greater than Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), or (b) the time period for the repair thereof shall give prompt notice exceed ninety (90) days, or (c) such damage cannot be repaired in such a manner so that same complies in all respects with all Legal Requirements, or (d) such damage or the repairs in connection therewith results in Tenants leasing more than five percent (5%) of the square footage of the building located on the Real Property to Buyer. If have the Property is "right to terminate their applicable Leases, or (e) such repair shall permanently, materially damaged" (as hereinafter defined) by a fire or other casualty event (a "Casualty") prior and adversely affect access with respect to Closingthe Property, then, in any of such events, Buyer may elect to terminate this Agreement by written notice given to Seller within ten (10) Business Days after Buyer receives notice of the occurrence of such Casualty from Seller. If Buyer so terminates this Agreement, then in which case Buyer shall return the Due Diligence Items to Seller, the Deposit and Investigation Reimbursement shall be returned to Buyer Buyer, and neither party shall have any further rights or obligations hereunder hereunder, except as set forth herein. If Buyer does not so terminate this Agreement, for any such rights or if obligations which expressly survive the Property is not deemed "materially damaged," Buyer will remain bound to purchase the Property for the full Purchase Price pursuant to the tenns expiration or termination of this Agreement. If this Agreement is not terminated in accordance with the foregoing, without regard to the occurrence Closing shall proceed as scheduled, and any deductible required under Seller’s insurance with respect thereto and any insurance proceeds shall be assigned or effect of the Casualty; provided that at Closing Seller will assign distributed to Buyer Seller's interest in any property and lost income insurance proceeds payable to Seller under Tenant's insurance, but net of any costs and expenses reasonably incurred by Seller prior to Closing in connection with the Casualty and net of any pre-Closing rental loss resulting from the Casualty permitted by Tenants under the Leases, and Buyer shall receive (or a credit against therefor shall be applied to the Purchase Price in at Closing) to the amount by which the cost of repair or restoration of the Property, as estimated by an engineer or contractor reasonably and timely selected extent not expended by Seller and Buyer, exceeds the amount of any insurance proceeds. For purposes of this Section, the Property shall be deemed "materially damaged" if: (a) the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or (b) Tenant is not responsible under the Lease for the repair or restoration of the Property; or (c) a Tenant has the right to tenninate the Lease as a result of such Casualty and such right is not waived by the Tenant; or (d) the damage or destruction is not covered by Seller's insurance or if such insurance is not for full replacement cost, and the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or the damage or destruction causes the Property to be unacceptable to lenderrestoration.

Damage or Destruction Prior to Closing. In the event that the Subject Property should be damaged by any casualty prior to closing, then if the Closingcost of repairing such damage, as estimated by an architect or contractor retained pursuant to the mutual agreement of Seller and Purchaser, is: a. Less than Fifty Thousand Dollars ($50,000.00), then at Purchaser's option, either (i) the Seller shall repair such damage as promptly as is reasonably possible, restoring the damaged property at least to its condition immediately prior to such damage; and, in the event such repairs have not been completed prior to closing, then the closing shall nevertheless proceed as scheduled, and Purchaser may have the Title Company withhold from Seller the funds necessary to make such repairs until Seller has repaired such damage pursuant to the provisions hereof, at which time such funds shall be distributed to Seller or (ii) Purchaser may take an assignment of Seller's insurance proceeds and repair such damage itself; or if said cost is: b. greater than Fifty Thousand Dollars ($50,000.00), then, at Purchaser's election, Seller shall give prompt notice pay to Buyer. If Purchaser, at closing, all insurance proceeds payable for such damage, and the Property is "materially damaged" (as hereinafter defined) by a fire sale shall be closed without Seller's repairing such damage, or, if Purchaser does not elect to accept such insurance proceeds, then either Seller or other casualty event (a "Casualty") prior Purchaser may elect to Closing, Buyer may terminate this Agreement by written notice given to Seller within ten Contract, in which case the earnxxx xxxey (10less $ 100.00) Business Days after Buyer receives notice of the occurrence of such Casualty from Seller. If Buyer so terminates this Agreement, then the Deposit and Investigation Reimbursement shall be returned to Buyer Purchaser and thereafter neither party shall have any further rights or obligations hereunder except as set forth hereinone unto the other. If Buyer does not so terminate this Agreement, or if Purchaser acknowledges that the Property is not deemed "materially damaged," Buyer will remain bound to purchase the Property for the full Purchase Price pursuant to the tenns of this Agreement, without regard to the occurrence or effect of the Casualty; provided that at Closing Seller will assign to Buyer Seller's interest deductible in any property and lost income insurance proceeds payable to Seller under Tenant's insurance, but net of any costs and expenses reasonably incurred by Seller prior to Closing in connection with the Casualty and net of any pre-Closing rental loss resulting from the Casualty permitted by Tenants under the Leases, and Buyer shall receive a credit against the Purchase Price in the amount by which the cost of repair or restoration of the Property, as estimated by an engineer or contractor reasonably and timely selected by Seller and Buyer, exceeds the amount of any insurance proceeds. For purposes of this Section, the Property shall be deemed "materially damaged" if: (a) the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or (b) Tenant is not responsible under the Lease for the repair or restoration of the Property; or (c) a Tenant has the right to tenninate the Lease as a result of such Casualty and such right is not waived by the Tenant; or (d) the damage or destruction is not covered by Seller's insurance policy is $250,000 or if such insurance is not for full replacement cost, and the estimated repair cost is greater than Two Hundred Thousand Dollars ($200,000.00); or the damage or destruction causes the Property to be unacceptable to lendermore.